UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04719
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The Gabelli Westwood Funds
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(Exact name of registrant as specified in charter)
One Corporate Center
Rye, NY 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, NY 10580-1422
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
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Date of fiscal year end: September 30
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Date of reporting period: July 1, 2003 - June 30, 2004
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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.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
WESTWOOD EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Voted
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09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 242,100
1 Elect Directors For For
1.1 Elect Director David H. Batchelder --- For
We recommend a vote FOR the directors.
1.2 Elect Director Robert A. Krane --- For
1.3 Elect Director Mark H. Rauenhorst --- For
1.4 Elect Director Bruce Rohde --- For
2 Ratify Auditors For For
Shareholder Proposals
4 Genetically Modified Organisms (GMO) Against Against
When evaluating proposals on the topic of
genetically-modified foods, ISS considers the
objective of the proposal - specifically whether the
proposal is asking the company to label or phase-out
genetically-modified foods or ingredients, or whether
the proponent is asking the company to prepare a
report on either the dangers of genetically-modified
foods or the feasibility of labeling or phasing them
out. We also consider the type of company that is
being targeted, including whether or not the company
is directly involved in the modification of
agricultural products or whether the company is using
genetically modified ingredients from vendors. In
forming our opinion on these proposals, we consider
consumer opinion, at home and abroad, regarding the
safety of GE foods. We consider the fact that at this
juncture, there are conflicting studies regarding
possible harmful effects of ingesting food made with
GE ingredients. We also take into consideration the
fact that the FDA has not required separate labeling
of genetically modified foods and does continue to
review the safety of ingredients and products.
Finally, we consider the practical issues related to
the implementation of the proponent's request, and the
potential impact on the company and its shareholders.
In this case, the proponents are asking for a report
on the company's policies regarding GE ingredients as
well as any contingency plan for sourcing non-GE
ingredients should the need arise. While we generally
support proposals that seek to provide shareholders
with greater disclosure regarding the risks associated
with their investment, we believe that generating such
a report could be time consuming and costly to the
company without providing significant value to
shareholders. Since the government bodies tasked with
determining the health and safety of GE products have
determined that GE ingredients are not significantly
different from conventional products, certain raw
materials have seen a tremendous growth
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in the use of the GE products. This type of market
saturation, combined with potential difficulties in
determining a difference between engineered and
conventional products with current testing procedures
may result in inaccurate results. We further note that
the company currently meets government standards with
regard to food safety issues. Finally, we believe that
planning alternatives for sourcing non-GE ingredients,
should the situation require, would be based largely
on speculation about future restrictions and
legislation and may not be ultimately beneficial to
the company or its shareholders. Based on the
potential expenses and difficulty acquiring reliable
results in testing GE ingredients, we do not feel this
report would not be a beneficial use of shareholder
assets.
5 Modify Current and Future Stock Against Against
Option Plans
6 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Ideally, a pill should
include a two- to three-year sunset provision, a
reasonable flip-in (20 percent or higher), and a
chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer. The company's
pill has a 15 percent trigger threshold and does not
include any of the aforementioned shareholder friendly
features. In this case, the company's rights plan was
not approved by shareholders nor does it embody the
above features that ISS recommends. We therefore agree
with the proponent that the current pill should be
redeemed and any new pill be put to a shareholder
vote.
09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 178,400
1 Elect Directors For For
2 Ratify Auditors For For
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Oct 01, 2003 - Dec 31, 2003
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12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 78,303
1 Increase Authorized Common Stock For For
The requested increase of 215,000,000 shares is below
the allowable threshold of 354,750,000 shares.
10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 162,800
1 Amend Articles For For
The purpose of this item is to facilitate the
transactions described in Item 3. Furthermore,
approval of this item is necessary in order to
consummate the transactions described in Item 3.
2 Amend Articles For For
Although this item has an antitakeover effect on
Hughes during the first year after the completion of
the transactions, shareholder approval is required in
order to consummate the transactions described in Item
3.
3 Approve Hughes Split-Off For For
Conclusion: Based on the market premium, the fairness
opinions, the strategic rationale, the board's review
of alternatives, and the potential strategic
synergies, ISS believes that the transactions warrant
shareholder support.
4 Approve GM/News Stock Sale For For
5 Approve News Stock Acquisition For For
6 Amend Articles For For
This amendment to eliminate certain provisions
relating to the GM Class H common stock appears to be
administrative in nature given the fact that the GM
Class H common stock will no longer exist as part of
GM after completion of the transactions.
10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 35,000
1 Elect Directors For For
2 Ratify Auditors For For
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 67,200
*PG*
1 Elect Directors For For
1.1 Elect Director Norman R. Augustine --- For
We recommend a vote FOR the directors.
1.2 Elect Director A.G. Lafley --- For
1.3 Elect Director Johnathan A. Rodgers --- For
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1.4 Elect Director John F. Smith, Jr. --- For
1.5 Elect Director Margaret C. Whitman --- For
2 Ratify Auditors For For
3 Approve Non-Employee Director For Against
Omnibus Stock Plan
Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
company's plans of 5.96 percent is above the allowable
cap for this company of 5.20 percent.
Shareholder Proposals
4 Declassify the Board of Directors Against For
5 Label Genetically Engineered Foods Against Against
Given that the labeling of GE inputs at all stages of
the supply chain could prove difficult and costly to
the company, we cannot support this shareholder
proposal at this time.
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
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03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 69,200
1 Approve Merger Agreement For For
2 Amend Omnibus Stock Plan For For
V. Vote Recommendation The total cost of the company's
plans of 5.71 percent is within the allowable cap for
this company of 9.52 percent. Additionally, this plan
expressly forbids repricing.
3 Increase Authorized Common Stock For For
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to continue
pressing shareholders for more votes.
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 240,587
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD
votes from Sanford M. Litvack for poor
attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II --- For
1.6 Elect Director R.E. Knowling, Jr. --- For
1.7 Elect Director S.M. Litvack --- Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
V. Vote Recommendation The total cost of the company's
plans of 10.14 percent is within the allowable cap for
this company of 12.52 percent. Additionally, this plan
expressly forbids repricing.
4 Expense Stock Options Against For
In the absence of an accepted methodology with which
to value the contingent cost of stock options,
companies that have voluntarily expensed stock options
have had flexibility in their selection of a specific
valuation methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and decrease
transparency in financial reporting. However, given
the fact that stock options have become an integral
component of compensation, their value cannot be
ignored and treated as "no-cost" compensation. We
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believe that stock options should be expensed along
with other forms of compensation. Given that (1) many
companies use stock options as a significant component
of overall compensation, (2) the exercise of options
result in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along with all
other forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 69,100
*BSC*
1 Elect Directors For For
1.1 Elect Director James E. Cayne --- For
We recommend a vote FOR the directors.
1.2 Elect Director Carl D. Glickman --- For
1.3 Elect Director Alan C. Greenberg --- For
1.4 Elect Director Donald J. Harrington --- For
1.5 Elect Director William L. Mack --- For
1.6 Elect Director Frank T. Nickell --- For
1.7 Elect Director Paul A. Novelly --- For
1.8 Elect Director Frederic V. Salerno --- For
1.9 Elect Director Alan D. Schwartz --- For
1.10 Elect Director Warren J. Spector --- For
1.11 Elect Director Vincent Tese --- For
2 Amend the Capital Accumulation Plan For Against
for Senior Managing Directors
ISS evaluates proposed amendments that lengthen the
term of the plan based on the appropriateness of the
original plan. In this case cost is the determining
factor. The total cost of this plan was established by
valuing the company's options and awards under all
existing plans that are available for future issuance
(B shares), and granted but unexercised (C shares).
Moreover, the CAP plan provides preferential dividends
in the form of CAP units, which are much more costly
than regular dividends. The value of the company's B
and C shares is 30.55 percent, which is above the
allowable cap for this company of 12.66 percent.
3 Amend Stock Option Plan For Against
V. Vote Recommendation Bear Stearns has various stock
compensation plans aimed to increase the emphasis on
stock-based incentive compensation and align the
compensation of key employees with
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the long-term interests of shareholders. Specifically,
the company has the capital accumulation plan (CAP),
restricted stock unit plan and stock award plan for
key employees. Bear Stearns believes that the company
is reasonable in its compensation for employees in
that employees received lower cash compensation for
higher levels of equity awards in the form of CAP
units, restricted stock units and stock options. Since
the company provides annual grants of stock units and
stock options, the company intends to offset the
potentially dilutive impact of such annual grants by
purchasing stock in the open market. Furthermore, the
board of directors also approved an amendment to the
stock repurchase program to allow the company to
purchase up to $1.0 billion of common stock in fiscal
2003 and beyond. The company purchased under the
current and prior authorizations a total of 11,003,455
shares during the fiscal year ended November 30, 2003.
Since the stock repurchase program offsets the voting
power dilution, ISS reduced the entire voting power
dilution to zero. However, ISS focuses on the economic
costs of stock-based incentive plans in our analysis.
Bear Stearns has submitted two equity plans in the
proxy statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The combined
shareholder value transfer for the combined plan is
40.73 percent, and has exceeded the company's
allowable shareholder value transfer cap of 12.66
percent. As such, ISS recommends voting AGAINST the
plans due to the excessive costs.
4 Approve Restricted Stock Plan For Against
VI. Vote Recommendation Bear Stearns has various stock
compensation plans aimed to increase the emphasis on
stock-based incentive compensation and align the
compensation of key employees with the long-term
interests of shareholders. Specifically, the company
has the capital accumulation plan (CAP), restricted
stock unit plan and stock award plan for key
employees. Bear Stearns believes that the company is
reasonable in its compensation for employees in that
employees received lower cash compensation for higher
levels of equity awards in the form of CAP units,
restricted stock units and stock options. Since the
company provides annual grants of stock units and
stock options, the company intends to offset the
potentially dilutive impact of such annual grants by
purchasing stock in the open market. Furthermore, the
board of directors also approved an amendment to the
stock repurchase program to allow the company to
purchase up to $1.0 billion of common stock in fiscal
2003 and beyond. The company purchased under the
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current and prior authorizations a total of 11,003,455
shares during the fiscal year ended November 30, 2003.
Since the stock repurchase program offsets the voting
power dilution, ISS reduced the entire voting power
dilution to zero. However, ISS focuses on the economic
costs of stock-based incentive plans in our analysis.
Bear Stearns has submitted two equity plans in the
proxy statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The combined
shareholder value transfer for the combined plan is
40.73 percent, and has exceeded the company's
allowable shareholder value transfer cap of 12.66
percent. As such, ISS recommends voting AGAINST the
plans due to the excessive costs.
5 Ratify Auditors For For
03/19/04 - S The St. Paul Travelers 792860108 02/06/04 73,300
Companies, Inc. *STA*
1 Issue Shares in Connection with a For For
Merger Agreement
ISS Conclusion: Based on the fairness opinion
valuation work, the relative reasonableness of the
estimated potential strategic synergies, and the
overall general improvement in corporate governance
structures pursuant to the proposed charter and bylaws
amendments (described below), we believe the share
issuance in connection with the proposed merger
warrants St. Paul shareholder support.
2 Amend Bylaws For For
ISS Conclusion: In general, the proposed bylaw
amendments will strengthen the corporate governance
infrastructure at the combined firm and therefore
deserve St. Paul shareholders' support.
3 Amend Articles For For
ISS Conclusion: Because the requested increase of
1,265,000,000 shares is below the allowable threshold
of 1,296,000,000 shares, and because the other
proposed charter amendments are, for now, inoffensive
from a corporate governance perspective and facilitate
the post-merger transition, we believe they deserve
shareholder support.
4 Reduce Supermajority Vote For For
Requirement
ISS Conclusion: ISS supports any reduction of a
company's voting requirements, even if the change is
simply a lower supermajority. Therefore, this proposal
deserves shareholder support.
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04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 154,700
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J.P. Belda --- For
1.2 Elect Director Carlos Ghosn --- For
1.3 Elect Director Henry B. Schacht --- For
1.4 Elect Director Franklin A. Thomas --- For
2 Approve Omnibus Stock Plan For For Mgmt
V.
Vote Recommendation The total cost of the company's
plans of 4.27 percent is within the allowable cap for
this company of 6.52 percent. Additionally, this plan
expressly forbids repricing.
3 Report on Pay Disparity Against Against ShrHoldr
Based on our concerns regarding the utility of
the proposed report, and the independence of
the company's compensation committee, we do not
believe that preparation of the requested
report would yield meaningful information to
shareholders regarding the efficacy of the
company's executive compensation policies and
practices.
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set by the
proponent of 2.00 times the sum of an executive's base
salary and bonus is lower than the standard threshold
level of 2.99 times of base salary and bonus of
severance remuneration for corporate executives that
should be subject to a shareholder vote. Additionally,
Alcoa's board of directors has adopted a policy to
require shareholder approval of future severance
agreements if such agreements would result in a
payment excess of 2.99 times the salary and bonus of
the executive based on the 2003 annual shareholder
meeting. Therefore, ISS finds the proposal in this
case overly restrictive and recommends voting AGAINST
it.
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 49,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
ISS believes that decisions on the type of warnings
associated with tobacco products are generally better
left to public health authorities, who can institute a
standardized labeling format based on the latest
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research regarding disease causation in smokers,
addiction, and exposure to passive smoke. This will
ensure that any warnings are accurate as well as
applicable to all industry participants. In certain
cases, voluntary warnings beyond those mandated by law
might be misleading to consumers or hurt the company's
competitiveness. As for future legal liability, the
Master Settlement Agreement between tobacco companies
and numerous states required firms to supply a variety
of information to the public. In addition to required
disclosure, some tobacco companies have taken steps in
recent years to generally improve educational
disclosures regarding the risks related to tobacco
products, and Altria in particular has significantly
enhanced its disclosure in the past two years. The
tobacco subsidiaries of Altria posts health-related
data on their websites, some of this information
specifically regarding the risks of smoking to
pregnant women. We believe that the level of
disclosure currently provided by the company is
appropriate, and agree that increased information
specifically directed towards pregnant women would be
better addressed by public health agencies. As such we
do not recommend shareholder support for this
proposal.
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
When evaluating proposals on the topic of tobacco and
its related components, ISS considers the objective of
the proposal ' specifically whether the proposal is
asking the company to report on the health risks
associated with a product or if it is asking for a
certain action associated with the components. In this
case, the proponents are asking for the company to
form a panel of outside experts to evaluate and report
on the risks associated with cigarette filters. ISS
generally supports information that increases
shareholder awareness of potential risks and
opportunities associated with their investment;
however, this disclosure should be balanced with the
cost associated with gathering and publishing the
data, the level of existing information available, and
the feasibility of complying with the structure of the
proposal. In this case, we agree with the company that
public healthcare organizations are better placed to
evaluate the risks associated with cigarette filters.
Further, ISS notes that the structure of this proposal
calls for the formation of an independent panel of
experts and subsequent report that could be costly to
the company. As such, we do not recommend shareholder
support for this proposal.
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5 Political Contributions/Activities Against Against ShrHoldr
When reviewing requests for proposals on
political contributions, ISS takes into account
the scope and nature of the request, the
company's adherence to laws and regulations
governing political contributions, and company
policies and additional disclosure on such
contributions. In the case of Altria, we note
that the company follows all federal, state and
local laws regarding contributions to political
candidates or organizations. Additionally, the
company utilizes a formal review process to
ensure legal compliance, and evaluate the
business affects of their political
contributions. Finally, the extensive scope of
the reports requested in this proposal may not
be substantially different from information
currently available and could prove costly and
difficult for the company to publish in a
formal report. As such, it does not appear that
preparing and publicizing such reports in the
manner requested by the proponent would be the
most effective use of shareholder funds.
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
In light of the potentially negative impact on the
company's earnings, we believe that this issue is one
that that could potentially have a significant impact
on the company and other tobacco companies, and
therefore warrants close attention by the company's
board of directors. That said, ISS notes that the
company has provided information addressing this topic
on its website and has supported increased regulation
domestically and internationally on the issue.
Moreover, ISS agrees with the company that public
health and regulatory organizations are best able to
address these issues. This approach to the
shareholder's concerns would provide appropriate,
accurate information to the public by regulation
across the industry as opposed to requiring that an
action taken by a single company, potentially placing
it at a competitive disadvantage. Therefore, we
recommend that shareholders vote against this
proposal.
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
As noted in discussions of the other proposals at
Altria, ISS believes that issues regarding increased
warnings on the health risks associated with
cigarettes are generally better addressed by public
health agencies rather than individual companies.
Unilaterally adopting new packaging policies could
negatively affect the company's competitive
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advantage, and may not provide the information in a
way that is understood or acceptable to all markets.
Therefore, ISS recommends that shareholders vote
against this proposal.
8 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we
believe that a company of this size should be
able to find two qualified people willing to
serve in the separate positions of chairman and
CEO.
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 103,800
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E.
Jordan, Jr. We recommend that shareholders
WITHHOLD votes from Vernon E. Jordan, Jr. for
sitting on more than six boards.
1.2 Elect Director Charlene Barshefsky --- For
1.3 Elect Director William G. Bowen --- For
1.4 Elect Director Ursula M. Burns --- For
1.5 Elect Director Kenneth I. Chenault --- For
1.6 Elect Director Peter R. Dolan --- For
1.7 Elect Director Vernon E. Jordan, Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn --- For
1.10 Elect Director Edward D. Miller --- For
1.11 Elect Director Frank P. Popoff --- For
1.12 Elect Director Robert D. Walter --- For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at the
annual meeting. Thus, shareholders can remove or
reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on
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such contributions. In the case of American Express,
we note that the company complies with federal, state,
and local laws regarding contributions to political
candidates or organizations. Further, the company
offers to provide information on political
contributions to shareholders upon request. Therefore,
the scope of the disclosure requested in this proposal
may not be substantially different from information
currently available, and may not provide any
significant benefit to shareholders. As such, it does
not appear that preparing and publicizing such reports
in the manner requested by the proponent would be the
most effective use of company assets.
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 134,506
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli.
We recommend that shareholders WITHHOLD votes
from F. H. Merelli for standing as an
affiliated outsider on the Audit Committee.
1.2 Elect Director Patricia Albjerg
Graham --- For
1.3 Elect Director F. H. Merelli --- Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against For ShrHoldr
In this case, Apache provides some disclosure
on environmental topics in certain sections of
the company's web site. However, ISS notes that
this information is generally broad in scope
and does not discuss company performance in
significant detail. Further, while we commend
the company for its programs to address
greenhouse gas emissions abroad and commitments
to future activities and transparency
initiatives domestically, we note that current
communication of these policies and programs is
not as comprehensive as some companies in the
industry. Therefore, while ISS does not believe
that the creation of a separate committee is
necessary per se, company policies on this
issue and publicizing the findings in a report
would be in line with the company's commitment
to long-term environmental stewardship and in
the best long-term interests of shareholders.
As such, we recommend a vote for this proposal.
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04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 123,300
1 Elect Directors For For Mgmt
1.1 Elect Director William V. Campbell --- For
We recommend a vote FOR the directors.
1.2 Elect Director Millard S. Drexler --- For
1.3 Elect Director Albert A. Gore, Jr. --- For
1.4 Elect Director Steven P. Jobs --- For
1.5 Elect Director Arthur D. Levinson --- For
1.6 Elect Director Jerome B. York --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 132,975
1 Elect Directors For For Mgmt
1.1 Elect Director Richard L. Smoot --- For
1.2 Elect Director William P. Hankowsky --- For
1.3 Elect Director John E. Menario --- For
2 Increase Authorized Common Stock For Against Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 3.37 percent is within the allowable cap for
this company of 5.41 percent.
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 69,200
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Charles W. Coker --- For
1.3 Elect Director John T. Collins --- For
1.4 Elect Director Gary L. Countryman --- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford --- For
1.7 Elect Director Donald E. Guinn --- For
1.8 Elect Director James H. Hance, Jr. --- For
1.9 Elect Director Kenneth D. Lewis --- For
1.10 Elect Director Walter E. Massey --- For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan --- For
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1.13 Elect Director Eugene M. McQuade --- For
1.14 Elect Director Patricia E. Mitchell --- For
1.15 Elect Director Edward L. Romero --- For
1.16 Elect Director Thomas M. Ryan --- For
1.17 Elect Director O. Temple Sloan, Jr. --- For
1.18 Elect Director Meredith R. Spangler --- For
1.19 Elect Director Jackie M. Ward --- For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could allow
more shareholders to attend, but there is no way to
determine for sure whether attendance would actually
increase. There is no compelling reason to change the
date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
ISS generally believes that charitable
contributions are beneficial to the company
when they are donated in good faith and in the
absence of gross negligence or self-dealing of
management. These contributions assist in
worthwhile causes and can help generate
goodwill within the community. The Bank of
America engages and donates to causes that
management believes strengthen the communities
in which the company operates and ultimately
benefit the company. Further, the corporate
donations and voluntary employee contributions
through the Bank of America Foundation help to
improve the company's image as a good social
citizen and assist the company in maintaining a
strong CRA score. Therefore, lacking evidence
to the contrary, we believe that continuing
these charitable contributions is in the best
interests of the shareholders.
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In its defense, the board points to its recent efforts
to ensure the integrity of its mutual fund operations,
under the board's oversight, and in particular that of
its independent audit committee. According to the
board, the provisions of the settlements with the New
York Attorney General and the SEC and the pledges that
the corporation has previously made go well beyond the
scope of the proposal. The company argues that it has
retained various outside experts to
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assist it in developing a plan to improve mutual fund
governance, organizational structure and technology as
follows: -The company engaged Dale Frey, the retired
president and chairman of General Electric Investment
Corp., as a special advisor to lead an independent
review of the company's mutual fund policies and
practices. -The company also retained Maureen Scannell
Bateman, the former general counsel of State Street
Corporation and U.S. Trust, to conduct a complete
legal and regulatory compliance review of the
company's mutual fund business. -The company engaged
Promontory Financial Group to coordinate a detailed
review of all technology, control, and compliance
systems related to the mutual fund business, including
all systems relating to sales, clearing, and
derivative and brokerage operations. The independent
review is expected to result in recommendations to
ensure the mutual fund business is conducted in the
best interest of fund shareholders. As part of the
settlements, the company indicates that it has
committed to create best-in-class governance policies
for the Nations Funds board, including such criteria
as independence and tenure, and to hire a full-time
senior officer supporting and reporting exclusively to
the board to monitor compliance and to oversee the
reasonableness of the mutual fund advisory fees.
Furthermore, the settlements will contain additional
provisions regarding the implementation of enhanced
compliance measures for the company's mutual fund
practices. Background Since the initiation of the
mutual fund investigation by the NYAG in Sept. 2003,
the company has been cooperating with the authorities
and is expected to finalize its settlement with the
SEC and NYAG. On March 15, 2004, Bank of America
announced agreements in principle with both the NYAG
and the SEC over matters related to late-day trading
and market timing. According to a SEC press release,
Bank of America has agreed to pay a total of $375
million, consisting of $250 million in disgorgement
and $125 million in penalties. The money will be
distributed to the mutual funds and their shareholders
that were harmed as a result of market timing in
Nations Funds and other mutual funds through Bank of
America. The agreement with the Attorney General also
stipulated that eight members of the board of
directors of Nations Funds, Bank of America's mutual
fund complex, will resign or otherwise leave the board
in the course of the next year. Furthermore, Bank of
America has represented that it will exit the
securities clearing business by the end of the year.
ISS Analysis The shareholder proposal calls for direct
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board involvement by establishing a special committee
and for enhanced disclosure on the company's efforts
regarding the mutual fund allegations. We have
evaluated the board's involvement in this process as
well as the existing disclosure. Since the shareholder
proposal was filed, the company has devoted
significant resources to address the allegations
regarding its mutual fund practices. Subsequent to the
inquiry in September 2003, Nations Funds' board hired
an independent firm to evaluate whether there was any
monetary impact to any funds in which the adviser to
the fund permitted a discretionary market-timing
agreement and launched an evaluation of fund
management practices. Furthermore, in October 2003,
the company engaged Promontory Financial Group for a
detailed review of all systems related to sales,
clearing, derivative and brokerage operations, which
will be coordinated by Mr. Dale Frey, special advisor
to Ken Lewis. Also, the company retained Maureen
Scannell Bateman, the former general counsel of State
Street Corporation and of U.S Trust, to conduct a
complete legal and regulatory compliance review of the
company's mutual fund business. Bank of America has
also taken the following steps to deter future
improper practice: Worked with Nations Fund board of
trustees to set best-in-class standards for mutual
funds' fees, charges and related corporate governance
practices. Enhanced audit reviews, compliance
oversight and the overall risk management framework.
Enhanced technology and operations process controls
and increased monitoring for unusual mutual funds
trading activity Revised the Code of Ethics to include
guidelines for practices in the mutual fund business
and for share trading policy to prohibit late trading
and market timing In discussions held with ISS, the
company indicated that Mr. Frey (who coordinates the
independent review) receives weekly updates from
Promontory Financial Group and the independent
consultant, and periodically updates the CEO. Members
of senior management regularly update the board's
Audit Committee, which deals primarily with control
issues. The independent consultants work closely with
an internal project team, which already implements
certain remediation actions. While the company has
devoted substantial resources to this process, it is
not directly conducted under the supervision of the
board. With respect to disclosure, the company is in
the process of finalizing the settlement agreement,
therefore significant disclosure is expected once the
settlement is final. In addition, in connection with
the
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settlement, a formal report of the outside consultant
with findings and remediation actions will be
submitted to the SEC and banking regulators. But while
the settlements re+
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets where
the company has determined that service quality,
timing, or cost savings would ultimately benefit the
company and increase shareholder value. Further we
note that many other large companies have outsourced
similar operations support and customer service jobs.
Additionally, detailed disclosure on the company's
policies regarding job outsourcing may not provide
benefits to shareholders commensurate with the cost of
preparing this report. As such, we do not recommend
support for the proposal at this time.
05/25/04 - A Bank One Corp. 06423A103 04/02/04 52,200
1 Approve Merger Agreement For For Mgmt
Conclusion: Bank One shareholders will own
approximately 42 percent of the company and management
control will shift to Mr. Dimon on the second
anniversary of the merger close. The board composition
will be split equally. J.P. Morgan determined that
board participation at this level for Bank One was a
condition to the deal. Bank One shareholders may have
given up a low premium in exchange for the board
representation and management succession with Mr.
Dimon. However, considering Bank One's equity
ownership in the combined entity relative to its
contribution to earnings along with the strategic
importance of the deal to both firms and the potential
cost savings, the tradeoff appears balanced. In
aggregate, the deal presents a compelling case for
both J.P. Morgan and Bank One shareholders due to the
strategic benefits of the transactions, improved
competitive position, cost synergies and the
possibility of additional revenue opportunities. We
recommend in favor of the transaction.
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 103,800
1 Elect Directors For Split Mgmt
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1.1 Elect Director Barbara T. Alexander --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter
Scott, Jr. and Kenneth W. Orce. We recommend
that shareholders WITHHOLD votes from Walter
Scott, Jr. for standing as an affiliated
outsider on the Compensation and Nominating
committees, and Kenneth W. Orce for standing as
an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson --- For
1.3 Elect Director Laird I. Grant --- For
1.4 Elect Director Robert J. Harding --- For
1.5 Elect Director John T. LaMacchia --- For
1.6 Elect Director Randy L. Limbacher --- For
1.7 Elect Director James F. McDonald --- For
1.8 Elect Director Kenneth W. Orce --- Withhold
1.9 Elect Director Donald M. Roberts --- For
1.10 Elect Director James A. Runde --- For
1.11 Elect Director John F. Schwarz --- For
1.12 Elect Director Walter Scott, Jr. --- Withhold
1.13 Elect Director Bobby S. Shackouls --- For
1.14 Elect Director Steven J. Shapiro --- For
1.15 Elect Director William E. Wade, Jr. --- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 65,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
Poison pills are unique among takeover defenses in
that they may be approved by boards without
shareholder approval. Enhancing this power is the fact
that a number of states have passed poison pill
endorsement legislation that removes courts from the
position of challenging abusive pills. However, the
degree to which a rights plan may promote or diminish
shareholder value clearly depends on
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circumstances specific to the individual company.
Given their potential role in determining the future
of a company, ISS believes shareholders should have
the right to vote on all new pills and any material
changes to old pills. ISS advocates supporting
proposals requesting boards to either submit their
pills to a shareholder vote or redeem them. Given that
the company currently does not maintain a poison pill,
approval of this item enhances shareholders' rights by
establishing a clear process to submit poison pills to
a shareholder vote. As such we believe this item
warrants shareholder support.
4 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the
company's plans of 3.87 percent is within the
allowable cap for this company of 5.89 percent.
Additionally, this plan expressly forbids
repricing.
5 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
ISS generally supports proposals for increased
disclosure that promote good corporate citizenship
while enhancing long-term shareholder value. For
proposals related to HIV/AIDS reporting, we evaluate
the scope of the company's operations in these
markets, the company's current initiatives in
developing countries to help address this healthcare
crisis, and the nature of the company's existing
healthcare policies including healthcare access and
benefits to local workers. In this case, we note that
Chevron Texaco provides information on its policies
and programs related to HIV/AIDS and other infectious
diseases in its Corporate Responsibility report on the
company website. Additionally, the company currently
has healthcare plans that improve accessibility to
treatment for employees in Africa. We further note
that the company has engaged several local and
international organizations in efforts to help address
the concerns associated with this health care crisis.
Therefore, while ISS acknowledges that the scope of
Chevron Texaco's operations in markets affected by the
HIV/AIDS, TB, and malaria pandemic is substantial and
deserves shareholder concern, we believe that the
company has taken steps to actively address the
concern and report to shareholders on these
initiatives. These actions and the subsequent
disclosure are comparable to industry norms and assist
in maintaining ongoing corporate awareness of the
impact of this healthcare crisis on operations in
certain emerging markets. Therefore, we do not
recommend shareholder support for the resolution at
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this time.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Chevron Texaco, we note
that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Additionally, shareholders can request
further information on the company's political
contributions and donations from the company or gather
the information from certain government or privately
managed websites. Finally, the extensive scope of the
reports requested in this proposal may not be
substantially different from information currently
available and could prove costly and difficult for the
company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect Directors
In the view of many shareholders, the current director
election system simply creates self-perpetuating
boards: incumbent members select nominees to fill
vacancies and decide whether to renominate themselves.
Thus, shareholders effectively have no meaningful
choice among candidates, and the election process
becomes mere ratification of the company's slate of
nominees. Withholding votes from a board member can
serve as a shareholder communication tool to express
displeasure with a given director. But because
directors are typically elected by a plurality (those
nominees receiving the most votes win board seats),
company nominees running unopposed are reelected.
Under current proxy rules, only candidates nominated
by the board can appear in the company's proxy
statement. A shareholder could technically nominate a
candidate from the floor of the annual meeting, but,
since most investors vote by mail, he is unlikely to
succeed. Although some companies' bylaws outline
procedures for shareholders to suggest possible
candidates to board nominating panels, few of these
individuals actually make it to the ballots as
nominees. Instead, shareholders wishing to nominate an
alternative slate of candidates to run against
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management's must go through an expensive and
time-consuming proxy solicitation process of their own
(i.e., a proxy contest). In October 2003, the SEC
proposed new proxy rules to give significant,
long-term shareholders greater ability to include
their director nominees in management's proxy
statement. A final rule is expected in 2004. The
proposal entails a two-step, two-year process. In the
first year, one of two triggering events must occur,
demonstrating shareholder dissatisfaction with a
company's proxy process: (1) one or more directors at
a company receive withhold votes of 35 percent or more
of the votes cast or (2) a shareholder proposal asking
for open access, which is submitted by holders of at
least one percent of the shares (owned for at least
one year), is approved by a majority of the votes
cast. If one of these conditions is met, then for the
following two years, the company would be required to
include in its proxy materials one or more board
nominees proposed by holders of at least five percent
of the shares (owned for at least two years). The
number of shareholder nominees permitted would be
dictated by the size of the board: one nominee for
boards of eight or fewer directors, two nominees for
boards of nine to 19 directors, and three nominees for
boards having 20 or more directors. In light of the
SEC's proposed new rule regarding open access, we
believe that requiring a majority vote in the election
of directors is not in shareholders' best interests.
Given that: (1) the plurality voting threshold is the
accepted standard for the election of directors of
publicly traded companies, (2) approval of this item
could disrupt board operations and the company's
financial performance in the event certain or all of
the director nominees do not receive majority support
and do not get elected, (3) requiring a majority vote
of the outstanding shares in effect provides for a
supermajority of votes cast, which would adversely
affect shareholders' ability to elect directors in a
contested election, and (4) the proposed provision may
diminish the likelihood of a successful open access
campaign by providing for an increased vote
requirement in the election of directors, we do not
believe that the proposed amendment warrants
shareholder support at this time.
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
ISS generally supports proposals for increased
disclosure that promote good corporate citizenship
while enhancing long-term shareholder value. Increased
transparency can better inform
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shareholders on the potential risks and opportunities
associated with their investment. Specifically, this
proposal calls for a report on new initiatives taken
by ChevronTexaco regarding issues of concern in
Ecuador. Therefore, when considering this matter, ISS
must look at the value of the report along with the
potential costs and operational impact that the
associated actions may have on the company. In this
case, we note that the company has made significant
efforts to provide interested parties with information
on the situation in Ecuador. Moreover, since
litigation on this matter is still pending, certain
disclosure may not be appropriate. We further note
that the company's involvement in Ecuador was through
a subsidiary of Texaco (prior to the 2001 merger)
operating as a minority partner in an oil consortium
with the Ecuadorian government. Additionally,
ChevronTexaco has no ownership interest in the current
oil operations in this region and the government of
Ecuador released the company from further obligation
or liability on the issue. Considering these factors,
ISS believes that the company's current level of
disclosure on this matter is appropriate and that any
further action on the matter is best left to the legal
system in Ecuador. As such, we do not recommend
shareholder support for this proposal.
9 Report on Renewable Energy Against Against ShrHoldr
ISS generally supports disclosure reports that
seek to provide additional information to
shareholders, particularly when it appears that
companies have not adequately addressed
shareholders' concerns. Specifically, when
considering proposals for a report on renewable
energy sources, ISS looks for the existence and
content of current environmental reports
relative to the topic, and the degree to which
the topic plays an integral part in the
company's line of business. In this case, ISS
notes that the company has taken several recent
steps to invest in renewable energy, undertake
initiatives to develop cleaner technologies and
communicate these initiatives to the public.
The company provides information on these topics, in
some detail, in its Corporate Responsibility Report,
in press releases, and in certain sections of the
corporate website. ISS believes
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that these initiatives and the associated disclosure
represent an effort on ChevronTexaco's behalf to
address issues related to the potential impact that
renewable energy sources may have on the company.
Therefore, while the company does not specifically
address every aspect of the proponent's resolution;
ISS believes that the current level of disclosure is
comparable to other companies in the industry and
suggests that ChevronTexaco is actively evaluating
options and establishing policies related to renewable
energy sources. As such, we do not recommend
shareholder support for the resolution at this time.
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 112,933
1 Elect Directors For For Mgmt
1.1 Elect Director C. Michael Armstrong --- For
We recommend a vote FOR the directors.
1.2 Elect Director Alain J.P. Belda --- For
1.3 Elect Director George David --- For
1.4 Elect Director Kenneth T. Derr --- For
1.5 Elect Director John M. Deutch --- For
1.6 Elect Director Roberto Hernandez
Ramirez --- For
1.7 Elect Director Ann Dibble Jordan --- For
1.8 Elect Director Dudley C. Mecum --- For
1.9 Elect Director Richard D. Parsons --- For
1.10 Elect Director Andrall E. Pearson --- For
1.11 Elect Director Charles Prince --- For
1.12 Elect Director Robert E. Rubin --- For
1.13 Elect Director Franklin A. Thomas --- For
1.14 Elect Director Sanford I. Weill --- For
1.15 Elect Director Robert B. Willumstad --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
ISS feels that taking away the company's ability to
grant stock options is an arbitrary and excessively
restrictive proposal that could potentially prohibit
the company from compensating employees based upon
their individual and company-wide performance. Being
unable to issue stock options could hinder the
company's ability to attract and retain competent
executive officers. As such, this item does not
warrant shareholder approval.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions,
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and company policies and additional disclosure on such
contributions. In the case of Citigroup, we note that
the company follows all state and local laws regarding
contributions to political candidates or organizations.
Additionally, the scope of the disclosure requested in
this proposal may not be substantially different from
information currently available, and could prove
costly and difficult for the company to publish in a
formal report. As such, it does not appear that
preparing and publicizing such reports in the manner
requested by the proponent would be the most effective
use of shareholder funds.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as it
would prohibit the executives from being remunerated
with stock options and severance payments regardless
of the company's performance. As such, this item does
not warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
ISS supports the concept of separating the positions
of chairman and CEO when a company does not have the
countervailing governance structure as described
above. In the case of Citigroup, the company has
independent key committees, established governance
guidelines, and a lead director with clearly defined
duties. Additionally, the company has committed to
creating and maintaining a 2/3 independent board by
its next annual election. As such, ISS does not
believe that this proposal warrants shareholder
support.
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 63,100
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld. We
recommend that shareholders WITHHOLD votes from Alan
D. Feld for standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Thomas O. Hicks --- For
1.3 Elect Director Perry J. Lewis --- For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays --- For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins --- For
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1.9 Elect Director Theordore H. Strauss --- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams --- For
2 Ratify Auditors For For Mgmt
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 80,300
1 Elect Directors For For Mgmt
1.1 Elect Director David L. Boren --- For
1.2 Elect Director James E. Copeland, Jr. --- For
1.3 Elect Director Kenneth M. Duberstein --- For
1.4 Elect Director Ruth R. Harkin --- For
1.5 Elect Director William R. Rhodes --- For
1.6 Elect Director J. Stapleton Roy --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.42 percent is within the allowable cap for
this company of 6.99 percent. Additionally, this plan
expressly forbids repricing.
4 Limit Executive Compensation Against Against ShrHoldr
ISS believes that the proposal is unduly restrictive.
The compensation committee, which is composed entirely
of independent directors, should have the flexibility
to determine the compensation of its senior executives
based on a number of appropriate factors, rather then
relying on an arbitrary formula. As such, this item
does not warrant shareholder approval.
5 Limit Executive Compensation Against Against ShrHoldr
While ISS understands the proponents' concerns with
escalating CEO pay, we believe that the proposal is
unduly restrictive. The compensation committee, which
is composed entirely of independent directors, should
have the flexibility to determine the compensation of
its senior executives based on a number of appropriate
factors, rather then relying on an arbitrary formula.
Furthermore, the features of this proposal would limit
equity awards to time based restricted shares and set
arbitrary caps on salary, bonus and severance,
regardless of the company's performance. As such, this
item does not warrant shareholder approval.
6 Report on Drilling in the Arctic Against Against ShrHoldr
National Wildlife Refuge
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In this case, ISS notes that ConocoPhillips does not
stand out amongst its peers or competitors as having
significant problems with its environmental
performance. Moreover, the company does provide some
disclosure into its operations in Alaska and
environmental policies in general. Finally, since the
company does not currently have operations or plans to
develop operations in the ANWR, ISS agrees with the
company about the hypothetical or speculative nature
of the report called for in this proposal. Therefore,
ISS recommends that shareholders vote against this
resolution.
05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 84,000
1 Elect Directors For For Mgmt
1.1 Elect Director Alan J. Bernon --- For
We recommend a vote FOR the directors.
1.2 Elect Director Gregg L. Engles --- For
1.3 Elect Director Joseph S. Hardin, Jr. --- For
1.4 Elect Director Ronald Kirk --- For
1.5 Elect Director John S. Llewellyn, Jr. --- For
2 Ratify Auditors For For Mgmt
04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 121,100
*DD*
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J. P. Belda --- For
1.2 Elect Director Richard H. Brown --- For
1.3 Elect Director Curtis J. Crawford --- For
1.4 Elect Director John T. Dillon --- For
1.5 Elect Director Louisa C. Duemling --- For
1.6 Elect Director Charles O. Holliday, Jr. --- For
1.7 Elect Director Deborah C. Hopkins --- For
1.8 Elect Director Lois D. Juliber --- For
1.9 Elect Director Masahisa Naitoh --- For
1.10 Elect Director William K. Reilly --- For
1.11 Elect Director H. Rodney Sharp, III --- For
1.12 Elect Director Charles M. Vest --- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
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Government
ISS recognizes that companies can benefit from the
knowledge and expertise of former government workers.
These employees may be intimately familiar with the
internal processes of government procurement and
decision-making. The knowledge of such employees can
add real value to a company's operations. ISS shares
in the proponent's concern for potential conflicts of
interest at such companies, but in this case, the
company states that it has specific policies in place
to avoid such conflicts of interest. Moreover, the
production of such a report annually could be costly
without providing substantial benefit to shareholders.
Given these factors, we see no reason to support this
request.
4 Adopt and Report on a Code of Against Against ShrHoldr
Corporate Conduct
In the case of Dupont, the company has already
committed itself to a code of conduct that upholds a
number of the core ILO standards, including
prohibitions on child labor, involuntary
servitude/forced labor, nondiscrimination, and freedom
of association ' although we acknowledge that the
company's existing code does not specifically
reference the right to collective bargaining. However,
it appears that the company's code is in line with the
codes of similar companies. Dupont has endorsed the
Global Compact and supports the GRI, representing
active consideration of human and labor rights issues
as well as sustainable development in the communities
where the company operates. Also, while the proponent
has cited certain labor disputes in Dupont's
operations in the United States, ISS does not believe
that these incidents show the type of systematic
disregard to workplace human rights that would merit a
substantial amendment to the company's current
policies. Therefore, the fact that the company already
has policies in place that substantially address many
of the principles outlined in the ILO conventions, and
lacking evidence to suggest systematic failure to
comply with these policies, we do not believe that
support of this proposal is warranted at this time.
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed entirely
of independent directors and currently sets and
reviews the company's executive compensation
program. Taking into account the activities of
the Compensation Committee regarding the
setting and monitoring of the executive
compensation, we agree
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with the company that the proposed report would
duplicate the Compensation Committee's ongoing work to
review, evaluate, and modify the company's executive
compensation policy and programs. As such, we see no
reason to support this proposal.
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 50,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.59 percent is within the allowable cap for
this company of 9.66 percent.
3 Ratify Auditors For For Mgmt
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 140,900
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin --- For
We recommend a vote FOR the directors.
1.2 Elect Director James R. Houghton --- For
1.3 Elect Director William R. Howell --- For
1.4 Elect Director Reatha Clark King --- For
1.5 Elect Director Philip E. Lippincott --- For
1.6 Elect Director Harry J. Longwell --- For
1.7 Elect Director Henry A. McKinnell, Jr. --- For
1.8 Elect Director Marilyn Carlson Nelson --- For
1.9 Elect Director Lee R. Raymond --- For
1.10 Elect Director Walter V. Shipley --- For
1.11 Elect Director Rex W. Tillerson --- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
V. Vote Recommendation The total cost of the company's
plans of 3.64 percent is within the allowable cap for
this company of 5.32 percent.
4 Affirm Political Nonpartisanship Against Against ShrHoldr
Since it appears that the company has already
addressed this issue through its own internal
policies and observance of federal law, we do
not believe that support of this proposal is
necessary.
5 Report on Political Against Against ShrHoldr
Contributions/Activities
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When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. As previously noted, in the case of
Exxon Mobil, the company complies with federal, state
and local laws regarding contributions to political
candidates or organizations as well as those laws that
apply to similar contributions in Canada. Further, the
scope of the reports requested in this proposal may
not be substantially different from information
currently available through public sources. As such,
it does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
6 Report on Equatorial Guinea Against Against ShrHoldr
In this case, the proposal asks for detailed
disclosure on Exxon Mobil's operations in Equatorial
Guinea as well as a public response to allegations
made by a nationally aired television program. While
ISS advocates transparency into company operations
that increases shareholder understanding of the risks
and opportunities placed on the company, the benefit
of such disclosures must be considered as a factor of
cost and burden on the company as well as the
potential benefit that can be derived by shareholders
from the information. Exxon Mobil discusses
information in some detail in press releases,
corporate reports, and other sections of the company's
website. The discussion of this topic includes
information explaining the royalties and tax payments
that are made to Equatorial Guinea, financial support
for social programs in that company, and the general
logic behind the structure of the company's Production
Sharing Contract with the government. While these
disclosures do not directly respond to each aspect of
the proposal, we do believe that they substantially
address the issue at hand, providing shareholders with
adequate information to assess the risks related to
the company's operations in Equatorial Guinea and the
company's policies and procedures in place to mitigate
such risks. As such we do not recommend shareholder
support for this resolution.
7 Separate Chairman and CEO Positions Against Against ShrHoldr
ExxonMobil has the following governance structure in
place: executive sessions of its non-employee
directors currently chaired by the chair of the
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Compensation Committee or the Board Affairs Committee;
a board composed of two-thirds independent directors;
all-independent key committees; review of CEO
performance by the independent directors at board and
committee meetings and during executive sessions,
which consists solely of independent directors; and
established governance guidelines. The chair of the
Board Affairs Committee and the chair of the
Compensation Committee preside at the executive
sessions on an alternating basis, depending on the
agenda. The chair of the Board Affairs Committee
presides over sessions discussing corporate governance
and the chair of the Compensation Committee presides
over sessions regarding performance evaluation and
compensation of the CEO and CEO succession planning.
However, the company does not have a designated lead
director with more expansive duties than those set out
for the committee chairman (such as approving the
board's agenda; ensuring the flow of information to
the outside directors and shareholders; and board
evaluation). As noted above, ISS refrains from making
a vote recommendation on this agenda item.
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil
switched from options to restricted stock two
years ago, as the board believes restricted
stock to be more effective in retaining
employees and in meeting shareholder
expectations. For senior executives, the
restricted stock carries rigorous vesting
requirements: 50 percent vesting over five
years and the remaining over another five. In
this case, the proposal requests a total ban on
rights, options, SARs and severance payments
and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
Given the scope of the proposal, the company's current
compensation practices, and the company's apparent
commitment to and disclosure of racial and gender
diversity, we do not believe that shareholder support
of the requested report is warranted.
10 Amend EEO Statement to Include Against For ShrHoldr
Reference to Sexual Orientation
ISS generally believes that companies should have
policies in place to prevent workplace discrimination,
as instances of discrimination can be costly to
companies in the form of high turnover, fines, and
litigation. Workplace discrimination can result in
real costs to corporations, and therefore can impact
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shareholder value. Studies have indicated that
workforce diversity strategies can have a positive
impact on company performance through enhanced
corporate performance, reduced turnover, increased job
satisfaction and employee morale, decreased
vulnerability to legal challenges, and enhanced
reputation. In light of potential costs and legal
implications arising from discrimination, the high
number of companies with policies referencing sexual
orientation, and the low costs involved in amending
EEO policies, ISS believes that requests to amend EEO
policies to specifically reference sexual orientation
are generally supportable, unless a company can
demonstrate that the change would result in
significant costs to the company. In this case, we
note that the company has had substantial controversy
surrounding its adoption of its current EEO policy
over the policies of its predecessor, Mobil. Exxon
Mobil does have existing programs and policies that
demonstrate the company's stance on discrimination on
the basis of sexual orientation, but those policies
have failed to alleviate the negative publicity and
controversy surrounding this issue. Furthermore, the
company has not identified any resulting costs to the
company of including such a reference in its EEO
policy. A significant number of the company's peers do
include such language in their EEO statements. By not
referencing sexual orientation in the post-merger
company's EEO statement, it appears that the company
has created unnecessary controversy. While we
recognize that the company has gone to great lengths
to discuss its existing prohibition on discrimination
on the basis of sexual orientation in certain company
publications, it would appear that the enduring
controversy could be easily resolved by adding that
language back into its EEO statement. Given the fact
that company's competitors reference sexual
orientation discrimination in their EEO statements and
the fact that Mobil did explicitly bar this type of
discrimination in its EEO statement prior to the
merger with Exxon, we believe that the company should
amend its EEO to explicitly prohibit discrimination
based on sexual orientation.
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the proposal
and the associated practical considerations of
publishing this information, recent improvements in
disclosure made by the company, and our concerns
regarding the value that the requested information
would provide to shareholders, we do not recommend
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support for this resolution.
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 169,600
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr. --- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend
that shareholders WITHHOLD votes from Claudio
X. Gonzalez for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman --- For
1.3 Elect Director Ann M. Fudge --- For
1.4 Elect Director Claudio X. Gonzalez --- Withhold
1.5 Elect Director Jeffrey R. Immelt --- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley --- For
1.8 Elect Director Kenneth G. Langone --- For
1.9 Elect Director Ralph S. Larsen --- For
1.10 Elect Director Rochelle B. Lazarus --- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske --- For
1.13 Elect Director Robert J. Swieringa --- For
1.14 Elect Director Douglas A. Warner III --- For
1.15 Elect Director Robert C. Wright --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
We support the addition of revenue growth rate to the
pool of performance measures applicable to long-term
performance awards. We also applaud the company's
decision to shift a substantial portion of its
executive grants to restricted stock units and
performance based awards. Such practice should reduce
dilution and provide effective incentives for superior
performers who remain with the company during periods
of stock market fluctuations in which stock options
may have no realizable value. In addition, restricted
stock units and long-term performance awards more
closely align executives' interests with investors'
long term interests as these awards are paid out only
to executives who remain with the company for extended
periods.
4 Provide for Cumulative Voting Against Against ShrHoldr
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In the case of General Electric, the company has an
annually-elected board comprising a majority of
independent directors; its Nominating and Corporate
Governance Committee consists of only independent
directors; the company grants shareholders
confidential voting and the right to call a special
meeting; the board does not have the sole right to
change the size of the board beyond a stated range
that has been approved by shareholders; the company
has a published statement of corporate governance
guidelines, including a description of the process by
which a shareholder may submit a director nominee; and
the company does not have either a dual-class
structure or dead-hand poison pill. GE outperformed
the S&P 500 Index but underperformed the S&P 500
Industrials Index for one-year shareholder returns.
However, GE underperformed these indexes for
three-year shareholder returns. For five-year
shareholder returns, GE outperformed the S&P 500 Index
but underperformed the S&P 500 Industrials Index. In
this case, the company meets our corporate governance
criteria. Although the company does not fully meet the
performance criteria, the company has taken
significant steps to improve its corporate governance
provisions, especially relating to board reforms and
shareholder friendly compensation strategies for
officers and directors (see Items 3 and 16). Given
that the company: (1) meets our corporate governance
criteria and (2) has voluntarily taken steps to
improve its corporate governance through policy
changes regarding board structure, composition, and
responsibilities and executive and director
compensation, the proposal does not warrant
shareholder support.
5 Eliminate Animal Testing Against Against ShrHoldr
When evaluating proposals on animal testing policies,
ISS considers the nature of the product and the degree
to which live animal testing is necessary or federally
mandated. Additionally, we look at the feasibility and
availability of alternative methods. Finally, ISS will
evaluate industry practices to determine if animal
testing is common at competitors and peer companies in
similar circumstances. In this case, GE has developed
a policy that calls for utilizing live animal testing
to the least extent possible, provided it complies
with regulation and does not effect the analysis of
treatment effectiveness or employee and consumer
safety. Additionally, in some cases alternative
methods of testing may be not feasible or fail to meet
criteria
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established by the government. As such, ISS does not
recommend shareholder support for the resolution at
this time.
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
When considering proposals that request a risk
assessment and adoption of new policies regarding the
company's nuclear operations, ISS takes into account
several factors, including the regulatory framework
that the company's operations are subject to and the
company's existing disclosure on security and waste
management policies and procedures. While the
proponents' concerns with the company's on-site
storage of nuclear waste is understandable given the
state of current events, we note that the nuclear
power industry is heavily regulated by the NRC and
subject to restrictions and policies introduced by the
Office of Homeland Security. In 2002, the NRC
completed a comprehensive review of its requirements
for nuclear power plants, including the storage of
nuclear waste and materials and, as a result, issued
new required security measures. In this case, GE
operates a spent fuel storage depository; however, the
main focus of this resolution is directed at the
company's design, manufacturing, and sales of
reactors. Based on the tight regulation of the nuclear
power industry by the NRC and the fact that GE's
operations in the nuclear power industry are primarily
in equipment design, sales, and service; not facility
operations, we do not believe that this report would
provide enough meaningful information to shareholders
to justify the time and assets necessary to prepare
this report.
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Against ShrHoldr
ISS generally supports proposals that call for
increased disclosure on matters of importance to
shareholders. Such transparency can assist
shareholders in better evaluating the business risks
associated with their investment. However, the
benefits derived from this disclosure must be weighed
against the cost and burden of preparing the
information and the potential impacts that the
disclosure may have on company strategy or operations.
When evaluating proposals to review and report on
outsourcing or off-shoring, ISS looks at the nature
and scope of operations that a company is opting to
outsource as well as potential risks and benefits
associated with such a policy. Additionally, we
consider industry norms with regards to the type and
number of positions that are outsourced. Finally, we
consider the degree to which publishing a detailed
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report on company outsourcing policies may provide
strategic insight to competitors while not disclosing
substantial, useful information to shareholders. In
this case we note that GE does outsource some service
and technical positions to foreign markets where the
company has determined that cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that several of the
company's peers and competitors have outsourced
similar jobs. Additionally, detailed disclosure on the
company's policies regarding job outsourcing may not
provide benefits to shareholders commensurate with the
cost of preparing this report. As such, we do not
recommend support for the proposal at this time.
9 Prepare Sustainability Report Against Against ShrHoldr
ISS generally supports proposals that seek additional
disclosure, as shareholders should be provided with
sufficient information in key business areas to fully
assess the risks associated with their investment.
When evaluating resolutions calling for a
sustainability report, ISS reviews the current
reporting policies of the company as they relate to
sustainability issues. Specifically, we examine the
existence and substance of an EHS or similar report,
code of corporate conduct, and diversity or equal
opportunity data, or a consolidated sustainability
report based on a widely accepted standard such as the
GRI. In this case, ISS notes that GE currently has
significant discussion of many sustainability issues
on the company website. This disclosure includes an
EHS report, diversity information, the GE Integrity
Policy, and information on community involvement and
philanthropic initiatives. Moreover, the company has
committed to publishing a consolidated report on
issues regarding environmental performance, social
initiatives, economic achievement, and corporate
citizenship in 2004. Therefore, while we will continue
to monitor the scope and level of disclosure at GE, we
believe that the company has substantially addressed
many of the issues noted by the proponent. As such, we
do not recommend support for the proposal at this
time.
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
Given that: (1) the company already has a policy in
place requiring that all key board committee members
be independent and (2) the company's Management
Development and Compensation Committee is currently
fully independent by NYSE, Council of Institutional
Investors, and ISS definitions, we do not
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believe this item warrants shareholder support.
11 Report on Pay Disparity Against Against ShrHoldr
In the case of this proposal, we note that the
proponent is specifically asking for a comparison of
the compensation of the company's top executives with
that of its lowest compensated workers on a nationwide
basis and a report on any recommendations regarding
changing the current level of executive pay. Though
the disparity between the pay levels of entry-level
and executive employees has undoubtedly grown at many
U.S. companies over the past few decades, we note that
it is unlikely that the requested report would produce
a meaningful gauge for shareholders of whether GE's
compensation policies and pay levels are appropriate
and effective for employees at the senior executive
level. While we understand the proponent's concerns
with escalating CEO pay, we note that GE's
compensation committee is composed entirely of
independent directors. Based on our concerns regarding
the utility of the proposed report and the
independence of the company's compensation committee,
we do not believe that preparation of the requested
report would yield meaningful information to
shareholders regarding the efficacy of the company's
executive compensation policies and practices.
12 Limit Awards to Executives Against Against ShrHoldr
In light of the recent measures taken by the company
to make its executive and director equity compensation
practices more shareholder friendly (see Items 3 and
16), we believe that the proponent's request of a
cessation of all executive stock option programs and
bonus programs is unreasonable.
13 Limit Board Service for Other Against For ShrHoldr
Companies
In view of the increased demands placed on board
members, directors who are overextended may be
jeopardizing their ability to serve as effective
representatives of shareholders. Even if a person were
retired and devoted himself full time to
directorships, based on a full-time work schedule
(1,920 hours per year) and the estimated hours of
board service (300 per year), an individual could not
reasonably be expected to serve on more than six
boards. In view of this, ISS recommends that
shareholders withhold votes from directors who sit on
more than six public company boards. Service on boards
of subsidiary companies, private companies, or
non-profit organizations will be excluded. If a
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director sits on several mutual fund boards within the
same fund family, it will count as one board. We note
that the company's policy is substantially similar to
the proponent's request. With regard to fully retired
directors, the proponent is requesting that board
service be limited to a total of five directorships.
Although the company's policy does not address whether
a director is retired or not, it also allows for a
total of five directorships as long as the director in
question does not serve as a CEO or in an equivalent
position. The proponent is also requesting that board
service for the company's non-retired directors be
limited to a total of three directorships while the
company places a three board limit on directors who
serve as CEOs or in equivalent positions. Thus, one of
the differences between the proponent's request and
the company's policy lies in the treatment of
non-retired directors. In the case of non-retired
directors, the proponent advocates a total of three
directorships while the company currently provides for
a limit of five directorships, making the proponent's
request slightly more stringent than the company's
current policy. Another significant difference between
the proponent's request and the company's policy lies
in the enforcement mechanisms. While the company may
bypass the aforementioned limits with respect to
current directors, the proponent's request would not
give the company such leeway. In fact, it would
require an advisory shareholder vote in the event the
proposed policy is discontinued or materially changed.
Although the company maintains a policy regarding
overboarded directors, the policy permits the
maintenance of current directors who exceed these
limits if the board determines that such director's
service on the board would not be impaired. In fact,
the company has already made an exception with regard
to director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's request
would not allow the company to bypass or alter these
limits without shareholder approval. Therefore, we
believe that the proponent's request represents a
preferable policy framework from a shareholder's
perspective. As such, we believe this item warrants
shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance structure
provides a satisfactory balance to a unified chairman
and CEO / president position.
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
GE outperformed the S&P 500 Index but
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underperformed the S&P 500 Industrials Index for
one-year shareholder returns. However, GE
underperformed these indexes for three-year
shareholder returns. For five-year shareholder
returns, GE outperformed the S&P 500 Index but
underperformed the S&P 500 Industrials Index. In the
absence of other indicators that would suggest: (1)
the company is in a period of poor or sluggish
performance with no turnaround in sight and (2) the
board is entrenched, we believe that many of the
company's long-term shareholders would suffer if the
company was put into play and sold out at a relatively
depressed price. Given that the company regularly
reviews its businesses in terms of their global
competitiveness, and makes adjustments when warranted
in order to maximize long-term value for shareholders,
we do not believe it should be required to engage the
services of an investment bank to explore the sale of
the company at this time. As such, this item does not
warrant shareholder support.
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
ISS has long advocated director and executive stock
ownership as a mechanism of aligning executive and
shareholder interests. An alternative approach is the
use of a retention ratio or holding period. Such
guidelines require executives to hold a percentage of
the shares they receive from stock option exercise or
other equity awards (net of income taxes owed) either
for a specified period of time (a holding period) or
for their full term of employment with the company (a
retention ratio). Unlike traditional stock ownership
requirements, holding periods and retention ratios
provide for continuous stock accumulation by
executives, irrespective of the value of their share
holdings, while minimizing the possibility of abusive
short-term profiteering through inside information. A
disadvantage, however, is that stock retention
policies--particularly if applied for full
tenure--could lead to higher executive turnover if
executives can only take their wealth out of the firm
by leaving. While it is important to encourage
executive stock ownership, shareholders must be
mindful that it can be accomplished in a number of
ways. Therefore, shareholder proposals asking
companies to adopt retention ratios for their
executives should be evaluated on a case-by-case
basis. Targeted companies may already have some type
of stock ownership requirement, holding period,
retention ratio, or combination, which should be
reviewed for stringency. A rigorous stock ownership
guideline, for
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example, should go beyond the standard 5x salary for
CEOs, with the multiple declining for other
executives. It is also important to consider how
easily the stock ownership threshold can be met.
Equity awards should not be included in the stock
ownership calculation for this purpose. A meaningful
retention ratio may also be an effective substitute to
traditional stock ownership guidelines-- i.e., at
least 50 percent of stock received from equity awards
(on a net proceeds basis) must be held for the
executive's tenure with the company. In addition to
any guidelines currently in place, shareholders should
take into account actual officer stock ownership at
the company and the degree to which it meets or
exceeds the proponent's suggested holding
period/retention ratio or the company's own stock
ownership policies or retention requirements. Although
the company does not require a retention ratio, as
currently requested, for directors and officers, it
has other mechanisms in place that align director and
officer interests with shareholders' interests. These
include the aforementioned stock ownership
requirements and the one-year holding period for
executives. We also note the company's shift to a
long-term performance-based equity compensation
structure for its executives (40 percent) and deferred
stock units for its directors (60 percent). Given that
the company already has sufficient mechanisms and
policies in place to ensure the alignment of director
and officer interests - i.e. (1) stock ownership
guidelines, (2) holding period for executives, and (3)
a shift to a long-term performance-based equity
compensation structure, we do not believe this item
warrants shareholder support.
17 Require 70% to 80% Independent Board Against Against ShrHoldr
Given that: (1) the board is 73.3 percent independent
according to ISS definitions, (2) the company already
has a policy in place providing for a two-thirds
independent board, with a minimum of ten independent
directors at all times, and (3) the company has
voluntarily adopted additional, stricter independence
tests with respect to a director's affiliation with
non-profit organizations funded by the GE and
companies receiving loans from GE, we believe that the
company has taken sufficient steps to ensure the
maintenance of a supermajority independent board. As
such, this item does not warrant shareholder support.
18 Report on Political Against Against ShrHoldr
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Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of GE, we note that the
company complies with federal, state, and local laws
regarding contributions to political candidates or
organizations. Additionally, much of the information
requested by the proponent is available on both
government and privately managed websites. Therefore,
the scope of the disclosure requested in this proposal
may not be substantially different from information
currently available, and may not provide any
significant benefit to shareholders. As such, it does
not appear that preparing and publicizing such reports
in the manner requested by the proponent would be the
most effective use of company assets.
06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 79,900
1 Elect Directors For For Mgmt
1.1 Elect Director Percy N. Barnevik --- For
1.2 Elect Director John H. Bryan --- For
1.3 Elect Director Armando M. Codina --- For
1.4 Elect Director George M.C. Fisher --- For
1.5 Elect Director Karen Katen --- For
1.6 Elect Director Kent Kresa --- For
1.7 Elect Director Alan G. Lafley --- For
1.8 Elect Director Philip A. Laskawy --- For
1.9 Elect Director E.Stanley O'Neal --- For
1.10 Elect Director Eckhard Pfeiffer --- For
1.11 Elect Director G.Richard Wagoner, Jr. --- For
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Prohibit Awards to Executives Against Against ShrHoldr
ISS Analysis ISS supports the use of performance-based
pay and believes there should be strong linkage
between compensation and performance at the senior
executive level. However, ISS believes that issuers
should have some flexibility in determining the mix of
award types that would best align executives
incentives with those of shareholders. Deleting all
rights, options, SAR's and severance payments to top
management after
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expiration of existing plans or commitments can unduly
restrict the flexibility of the Compensation Committee
from designing executive compensation. Therefore, ISS
recommends a vote AGAINST this proposal.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance
structure provides a satisfactory balance to a
unified chairman and CEO position and therefore
recommend a vote against this proposal.
6 Limit Composition of Committees to Against Against ShrHoldr
Independent Directors
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
As the company's current reporting addresses emissions
information, including company efforts to incorporate
advanced emissions reducing technology into the
company's fleet of vehicles in order to improve
overall fuel economy, we do not believe that the
preparation of an additional report is warranted at
this time.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
ISS Analysis ISS generally supports the submission of
parachute provisions for shareholder ratification as
long as there is no requirement for prior shareholder
approval which would limit a board's negotiating
flexibility. Seeking shareholder approval after the
material terms of the contract are agreed upon would
give the board a framework to work within and prevent
the excessive "pay for failure" packages that have
been witnessed at some companies. Furthermore, we
believe that a company's parachute provisions should
be reasonable and not excessive. To be effective
without creating distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued employment
with the company. We recommend a vote in favor of this
proposal.
9 Establish Executive and Director Against Against ShrHoldr
Stock Ownership Guidelines
In this case, while the company has executive stock
ownership requirements of 1x to 5x salary, the actual
stock ownership of the CEO and some of the other
executive officers exceeds 7x salary. The company has
also updated its stock ownership guidelines for
directors since the filing of 2004 proxy statement
from 3x to 5x annual retainer for directors.
Therefore, ISS
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belives that the company substantially meets what
would be considered appropriate stock ownership
requirements for aligning the interests of executives
and directors with those of shareholders. We recommend
a vote AGAINST this proposal.
05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 70,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/04 - A International Business 459200101 02/27/04 55,900
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black --- For
We recommend a vote FOR the directors.
1.2 Elect Director Kenneth I. Chenault --- For
1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane --- For
1.5 Elect Director Charles F. Knight --- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano --- For
1.8 Elect Director John B. Slaughter --- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest --- For
1.12 Elect Director Lorenzo H. Zambrano --- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
ISS recognizes that incentive bonus plans such as this
one can be an important part of an executive's overall
pay package. Over the long term, stock prices are an
excellent indicator of management performance.
However, other factors, such as economic conditions
and investor reaction to the stock market in general,
and certain industries in particular, can greatly
impact the company's stock price. The performance
measures included under the plan are appropriate for
the company given its line of business, long-term
strategic objectives, and
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industry-specific measures for assessing market
competitiveness. The plan is administered by a
committee of independent outsiders, who must certify
attainment of these objective, measurable performance
goals before awards are paid to participants.
Additionally, preservation of the full deductibility
of all compensation paid reduces the company's
corporate tax obligation.
5 Provide for Cumulative Voting Against For ShrHoldr
ISS believes that cumulative voting is an important
tool in the protection of shareholders' rights, but
recognizes that the need for cumulative voting can be
offset if a company has other safeguards in place to
protect shareholders' rights and to promote management
accountability. Therefore, proposals to provide for
cumulative voting are evaluated based on an assessment
of a company's other corporate governance provisions.
ISS will recommend a vote against a proposal to
restore or provide for cumulative voting only if a
company has the following corporate governance
provisions in place: an annually-elected board
comprising a majority of independent directors; a
nominating committee composed solely of independent
directors; confidential voting; a shareholder right to
call special meetings or to act by written consent
with 90 days' notice; the absence of a dual-class
capital structure; and absence of a dead-hand poison
pill. Moreover, the board may not have the sole right
to alter the size of the board beyond a range
established by shareholders. While not required, ISS
would prefer that a company also have a published
statement of board governance guidelines, including a
description of the process by which a shareholder may
submit a director nominee. In addition to the
governance requirements, ISS considers a company's
performance when evaluating a shareholder proposal to
restore or implement cumulative voting. For ISS to
recommend a vote against such a proposal, the
company's performance must be comparable to or better
than that of its peers, or the board must have
demonstrated its focus on increasing shareholder value
by taking action to improve performance.
In this case, the company fails to meet all of
the aforementioned corporate governance and
performance criteria. Specifically, the shareholders
do not have the ability to act by written consent
unless it is unanimous or to call special meetings.
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
ISS believes the scope of the proponent's proposal is
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overly broad since it asks that all employees be
allowed to choose participation in the plan, which
could be costly to shareholders. Moreover, if the
company ultimately lost on these claims it would be
required to remedy the age discriminating effect of
its plans. Accordingly, we recommend a vote against
this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for determining
executive bonuses and compensation rather than gains
from defined benefit plans. And because companies have
discretion in determining the assuptions to measure
pension obligation and expenses, there is potential
for manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected annual
rate of return used among S&P 500 companies has
remained steady at 9.2 percent since 1997. Using a
more realistic assumption such as 6.5 percent would
trim $44 billion off S&P 500 profits just in 2003. ISS
agrees with the principle advanced by the proposal and
believes a cleaner measure of earnings should be
applied to performance pay. A number of companies are
adopting this concept, including General Electric,
Verizon Communications and Qwest Communications
International Inc.
8 Expense Stock Options Against For ShrHoldr
ISS supports the general principle motivating this
non-binding proposal. We agree with the growing
investor consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial statements.
Although companies can choose to expense options, the
Financial Accounting Standards Board (FASB) does not
require it. Since the expensing of options lowers
earnings, most companies have elected not to do so.
Instead, most companies have opted to disclose option
values only in the footnotes to their annual reports.
In the absence of an accepted methodology with which
to value the contingent cost of stock options,
companies that have voluntarily expensed stock options
(some 350) have had flexibility in their selection of
a specific valuation methodology. Opponents of option
expensing argue that options are difficult to value
and expensing options could add complexity and
decrease transparency in financial reporting. However,
given the fact that stock options have become an
integral component of compensation, their value cannot
be
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ignored and treated as "no-cost" compensation. Given
that (1) many companies use stock options as a
significant component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost of
options reduces earnings, we believe that options
should be expensed along with all other forms of
compensation to better reflect the company's true
earnings and provide additional discipline against
overuse.
9 Limit Awards to Executives Against Against ShrHoldr
ISS agrees with proponent's underlying rationale for
disclosure of executive compensation. However, the
liability threshold of $2,000 is arbitrary.
Furthermore, based on the independence of the
company's compensation committee, and the company's
existing disclosure regarding its compensation
practices, we agree with the board that the current
requirements for disclosure of executive compensation
are adequate and fair. Therefore, we do not believe
that shareholders would receive any meaningful benefit
from this additional disclosure requirement.
10 China Principles Against Against ShrHoldr
ISS reviews proposals to adopt the US Business
Principles for Human Rights of Workers in
China, giving consideration to a number of
factors including: the company's current
workplace code of conduct or adherence to other
global standards and their similarity to the
Principles; agreements with foreign suppliers
to meet certain workplace standards; how
company and vendor facilities are monitored;
peer company adherence to the Principles; costs
and feasibility/legality of implementing the
Principles; and whether the company has been
recently involved in labor and human rights
controversies or violations.
We recognize that the adoption and/or enforcement
of principles relating to internationally accepted
human rights standards can benefit corporations
operating in markets with documented abuses. While the
China Principles are specifically defined to address
issues in that country, we note that other
international labor and human rights standards can
also help the company satisfy this goal while
providing a broader framework for multinational
companies. In the case of IBM, we note that there is
one allegation of questionable human rights
performance at some of the company's overseas
operations, including locations in China; however, the
scope and severity of these claims did not appear
significant or could not be confirmed at the time of
this analysis. Additionally, the company has already
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established a code of conduct for company operations
worldwide, and applies some aspects of this code to
its vendors, suppliers, and contractors. Of note, this
policy addresses many of the issues brought forth by
the China Principles. Moreover, we are concerned that
some of the aspects of the China Principles may be
beyond the company's control, such as prohibiting
police or military presence at the company's
operations. Thus, while we will continue to monitor
the allegations of human rights violations at IBM
facilities in China, we believe that committing to
adopt and implement the China Principles could prove
both costly and difficult. As such, while ISS
encourages IBM to evaluate and enhance its policies
and compliance standards for labor and human rights in
China, we do not feel that implementation of the China
Principles per se would significantly improve upon the
current policies implemented by the company.
11 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of IBM, we note that the
company has a strict policy prohibiting the use of
company funds, assets, time, or equipment in a manner
that could be construed as supporting a political
campaign or candidate. Additionally, employees at IBM
are prohibited from making contributions as a
representative of the company. Since company policies
expressly prohibit political contributions, we do not
believe this proposal is supportable.
12 Report on Executive Compensation Against Against ShrHoldr
While ISS supports policies that link executive
compensation to appropriate performance metrics, we do
not believe that preparation of the requested report
would yield meaningful information to shareholders
regarding the efficacy of the company's executive
compensation policies and practices.
05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 63,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Martha F. Brooks --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider W. Craig McClelland.
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We recommend that shareholders WITHHOLD votes from W.
Craig McClelland for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director James A. Henderson --- For
1.3 Elect Director Robert D. Kennedy --- For
1.4 Elect Director W. Craig McClelland --- Withhold
1.5 Elect Director Robert M. Amen --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.81 percent is within the allowable cap for
this company of 5.88 percent.
4 Amend Omnibus Stock Plan For For Mgmt
The proposed amendments aim to revise the performance
goals to better link the annual incentive awards for
International Paper's executives to the achievement of
the company's financial and operating objectives.
Additionally, the plan is administered by a committee
of independent outsiders who must certify attainment
of these objective, measurable performance goals
before awards are granted to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's corporate tax
obligation. We recommend a vote for this proposal.
5 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 86,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 8.07 percent is within the allowable cap for
this company of 8.38 percent. Additionally, this plan
expressly forbids repricing.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent
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outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
4 Ratify Auditors For For Mgmt
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 68,800
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 113,800
1 Elect Directors For Split Mgmt
1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For
We recommend a vote FOR the directors with the
exceptions of Joseph W. Ralston and Norman R.
Augustine. We recommend that shareholders
WITHHOLD votes from Joseph W. Ralston and
Norman R. Augustine for standing as affiliated
outsiders on the Nominating Committee.
1.2 Elect Director Nolan D. Archibald --- For
1.3 Elect Director Norman R. Augustine --- Withhold
1.4 Elect Director Marcus C. Bennett --- For
1.5 Elect Director Vance D. Coffman --- For
1.6 Elect Director Gwendolyn S. King --- For
1.7 Elect Director Douglas H. McCorkindale --- For
1.8 Elect Director Eugene F. Murphy --- For
1.9 Elect Director Joseph W. Ralston --- Withhold
1.10 Elect Director Frank Savage --- For
1.11 Elect Director Anne Stevens --- For
1.12 Elect Director Robert J. Stevens --- For
1.13 Elect Director James R. Ukropina --- For
1.14 Elect Director Douglas C. Yearley --- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
ISS recognizes that companies can benefit from the
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knowledge and expertise of former government workers.
These employees may be intimately familiar with the
internal processes of government procurement and
decision-making. The knowledge of such employees can
add real value to a company's operations. ISS shares
in the proponent's concern for potential conflicts of
interest at such companies, but in this case, the
company states that it has specific policies in place
to avoid such conflicts of interest. When appointing
high profile hires from the government, we note that
the company has generally issued a press release at
the time of hire. In addition, according to the
company, the government issues statements from agency
ethics officials on conflicts of interest or
restrictions. Moreover, the production of such a
report annually could be costly without providing
substantial benefit to shareholders. Given these
factors, we see no reason to support this request.
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Ideally, a pill should
include a two- to three-year sunset provision, a
reasonable flip-in (20 percent or higher), and a
chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer. In response to
proponent's argument, the board states in the proxy
that it would seek shareholder ratification within 12
months if it were to adopt a pill. The company has
indicated that it will also include this view as a
formal provision in its Corporate Governance
Guidelines at the next meeting of its board later this
month. In view of the company's commitment to put any
future pill to a shareholder vote within 12 months,
ISS believes that the objectives of this proposals
have already been achieved. Therefore, we recommend a
vote AGAINST this proposal.
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
We believe that companies should adopt a formal,
written policy on auditor independence. The value of a
written policy is twofold: first, it allows
shareholders to scrutinize and evaluate the
particulars of the policy, and second, it ensures that
the policy survives beyond the tenure of a particular
management team or CEO. In this case, the company
states that the Audit and Ethics Committee
pre-approves and monitors all services by Ernst &
Young LLP, the
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company's independent auditors, with the aim of
ensuring the independence and objectivity of the
auditors so that investor confidence is maintained.
Therefore, we believe this proposal does not warrant
shareholder support.
6 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
Generally, ISS believes that it may be inappropriate
to disclose detailed information about the contract
evaluation and bidding process to shareholders, as
provision of this data could give insight into
contractual agreements, thereby providing competition
with bidding advantages. Additionally, while ISS
supports a sustainable approach to business
operations, we also note that the federal government
has stringent regulations regarding military and
weapons production, and the associated contract
bidding process. Moreover, Lockheed Martin already
discloses substantial information on these matters
both through public filings and the company web site.
Topics addressed in these forums include a formal code
of ethics, information on community and philanthropic
initiatives, diversity programs, an environment,
health and safety (EHS) report, disclosure on company
policies related to government contract bidding, and
appropriate financial information on military or
weapons related programs. As such, we believe that the
combination of federal regulation, the current level
of disclosure by Lockheed Martin, and the necessity to
limit disclosure where it could affect the company's
competitive advantage outweigh the potential benefits
that may be derived from this proposal.
04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 61,200
1 Elect Directors For Split Mgmt
1.1 Elect Director William F. Allyn --- For
We recommend a vote FOR the directors with the
exception of independent outsider Richard E.
Garman. We recommend that shareholders WITHHOLD votes
from Richard E. Garman for poor attendance.
1.2 Elect Director Brent D. Baird --- For
1.3 Elect Director Robert J. Bennett --- For
1.4 Elect Director C. Angela Bontempo --- For
1.5 Elect Director Robert T. Brady --- For
1.6 Elect Director Emerson L. Brumback --- For
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1.7 Elect Director Michael D. Buckley --- For
1.8 Elect Director Patrick J. Callan --- For
1.9 Elect Director R. Carlos Carballada --- For
1.10 Elect Director T. Jefferson Cunningham III --- For
1.11 Elect Director Donald Devorris --- For
1.12 Elect Director Richard E. Garman --- Withhold
1.13 Elect Director James V. Glynn --- For
1.14 Elect Director Derek C. Hathaway --- For
1.15 Elect Director Daniel R. Hawbaker --- For
1.16 Elect Director Patrick W.E. Hodgson --- For
1.17 Elect Director Gary Kennedy --- For
1.18 Elect Director Richard G. King --- For
1.19 Elect Director Reginald B. Newman, II --- For
1.20 Elect Director Jorge G. Pereira --- For
1.21 Elect Director Michael P. Pinto --- For
1.22 Elect Director Robert E. Sadler, Jr. --- For
1.23 Elect Director Eugene J. Sheehy --- For
1.24 Elect Director Stephen G. Sheetz --- For
1.25 Elect Director Herbert L. Washington --- For
1.26 Elect Director Robert G. Wilmers --- For
2 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 113,500
1 Elect Directors For For Mgmt
1.1 Elect Director Peter C. Wendell --- For
We recommend a vote FOR the directors.
1.2 Elect Director William G. Bowen --- For
1.3 Elect Director William M. Daley --- For
1.4 Elect Director Thomas E. Shenk --- For
1.5 Elect Director Wendell P. Weeks --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
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4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 43,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank W. Blue --- For
We recommend a vote FOR the directors with the
exception of R. Madison Murphy. We recommend
that shareholders WITHHOLD votes from R.
Madison Murphy for standing as an affiliated
outsider on the Audit Committee.
1.2 Elect Director George S. Dembroski --- For
1.3 Elect Director Claiborne P. Deming --- For
1.4 Elect Director Robert A. Hermes --- For
1.5 Elect Director R. Madison Murphy --- Withhold
1.6 Elect Director William C. Nolan, Jr. --- For
1.7 Elect Director Ivar B. Ramberg --- For
1.8 Elect Director David J. H. Smith --- For
1.9 Elect Director Caroline G. Theus --- For
2 Ratify Auditors For For Mgmt
06/01/04 - A Nabors Industries, Ltd. *NBR* G6359F103 04/08/04 57,700
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Payne --- For
These are routine board elections.
1.2 Elect Director Hans W. Schmidt --- For
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL TO CHANGE Against Against Mgmt
NABORS JURISDICTION OF
INCORPORATION FROM BERMUDA TO
DELAWARE.
ISS believes that support of this shareholder
resolution is not warranted at this time as the board
has adequately addressed many of the concerns
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associated with this proposal. Based on our assessment
of the significant economic benefits to shareholders
and the company's good disclosure, transparency, and
the commitments made to reduce shareholders'
jurisdictional concerns, ISS recommends that
shareholders oppose this shareholder-requisitioned
proposal.
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 144,000
1 Elect Directors For For Mgmt
1.1 Elect Director Michael S. Brown --- For
We recommend a vote FOR the directors.
1.2 Elect Director M. Anthony Burns --- For
1.3 Elect Director Robert N. Burt --- For
1.4 Elect Director W. Don Cornwell --- For
1.5 Elect Director William H. Gray III --- For
1.6 Elect Director Constance J. Horner --- For
1.7 Elect Director William R. Howell --- For
1.8 Elect Director Stanley O. Ikenberry --- For
1.9 Elect Director George A. Lorch --- For
1.10 Elect Director Henry A. Mckinnell --- For
1.11 Elect Director Dana G. Mead --- For
1.12 Elect Director Franklin D. Raines --- For
1.13 Elect Director Ruth J. Simmons --- For
1.14 Elect Director William C. Steere, Jr. --- For
1.15 Elect Director Jean-Paul Valles --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 4.88 percent is within the allowable cap for
this company of 6.79 percent. Additionally, this plan
expressly forbids repricing.
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
In this case, we believe that the company has taken
certain actions to help address the affects of this
healthcare crisis in emerging markets. These actions
are similar in nature and scope to those taken by
industry peers and competitors, and represent an
acknowledgement of the effect that the HIV/AIDS, TB,
and malaria pandemic could have on company strategy
and operations. As such, when considering
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the scope of Pfizer's initiatives to address this
crisis and current level of disclosure, we do not
believe that the report requested in this proposal
will provide information to shareholders commensurate
with the potential difficulties and expenses of
preparing the report. Therefore, we do not recommend
shareholder support for the resolution at this time.
5 Cease Political Against Against ShrHoldr
Contributions/Activities
Interaction between corporate America and the
political process has been a topic of debate for
several years. Increasing scrutiny during and election
year and in the wake of corporate scandals has led to
a surge in shareholder activism on issues of political
contributions. Opponents of corporate political
contributions argue that companies spending scarce
resources on expensive lobbying efforts and donating
to PACs would be better off investing that money on
new procedures that will better position the company
to deal with the coming regulations or improve its
operations. Conversely, corporate responses tend to
suggest that company involvement in the political
process can be beneficial to the business interests of
the company and, ultimately, shareholder value.
When reviewing requests for proposals on
political contributions, ISS takes into account the
scope and nature of the request, the company's
adherence to laws and regulations governing political
contributions, and company policies and additional
disclosure on such contributions. In this case, the
proponent has requested that the company completely
refrain from political contributions without providing
a business case for the resolution. Moreover, we note
that the company complies with all appropriate state
and federal laws regarding campaign contributions.
Therefore, based on the level of government oversight
on political contributions and lack of supporting
information for this proposal, ISS recommends that
shareholders vote against this item.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Pfizer, we note that the
company follows all state and local laws regarding
contributions to political candidates or
organizations. Additionally, interested parties can
view information on the company's political
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contributions and donations on a report published at
the end of each election cycle. Finally, the scope and
nature of the information requested in this proposal
may not be substantially different from data currently
available and could prove costly and difficult for the
company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
7 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at
the annual meeting. Thus, shareholders can
remove or reelect directors as they see fit.
8 Report on Drug Pricing Against Against ShrHoldr
When evaluating drug-pricing proposals, ISS considers
the economic benefits of providing subsidized drugs
(e.g., public goodwill) against the potential costs in
terms of reduced profits, lower R&D spending, and harm
to competitiveness. Additionally, the company's
current policies are taken into account, including any
existing subsidy or donor programs that make
life-saving pharmaceuticals more accessible to
financially needy patients. Finally, we consider the
degree to which peer companies have implemented price
restraints. Specifically, this proposal calls for the
company to limit price increases to a level below that
of the annual inflation rate, and report to
shareholders on these initiatives. While ISS generally
supports increased disclosure that may help
shareholders better evaluate their investment, the
cost and difficulty in generating this information
should be offset by benefits gained from the report.
In this case, we also note that the structure of the
proposal includes commitment to a pricing policy along
with the report. Pfizer has implemented several
programs to assist in increasing accessibility to
their products for the financially needy.
Additionally, the company provides information on
these discount, subsidy, and assistance programs in
its public filings and on the company website.
Finally, ISS agrees with the company that linking drug
pricing to the inflation rate may place the company at
a competitive disadvantage by artificially discounting
prices below those of competitors' products and
limiting resources to invest in research and
development. Therefore, ISS recommends that
shareholders vote against this proposal.
9 Limit Awards to Executives Against Against ShrHoldr
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10 Amend Animal Testing Policy Against Against ShrHoldr
In this case, Pfizer has developed a policy that calls
for utilizing in vitro testing wherever possible
provided it complies with regulations and does not
effect the analysis of treatment effectiveness or
patient safety. Additionally, in some cases
alternative methods of testing may be not feasible or
meet criteria established by the government. Moreover,
the level of live animal testing at Pfizer appears to
be consistent with industry standards on the topic. As
such, ISS does not recommend shareholder support for
the resolution at this time.
05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 121,260
1 Elect Directors For For Mgmt
2 Prohibit Awards to Executives Against Against ShrHoldr
06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 119,400
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur F. Ryan --- For
1.2 Elect Director Gaston Caperton --- For
1.3 Elect Director Gilbert F. Casellas --- For
1.4 Elect Director Karl J. Krapek --- For
1.5 Elect Director Ida F.S. Schmertz --- For
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
ISS generally believes that charitable contributions
are beneficial to the company when they are donated in
good faith and in the absence of gross negligence or
self-dealing of management. These contributions assist
in worthwhile causes and can help generate goodwill
within the community. Prudential Financial's
charitable contributions donate to causes that
management believes are beneficial to the communities
in which the company operates and in the best
interests of the company. Therefore, lacking evidence
to the contrary, we believe that continuing these
charitable contributions is in the best interests of
the shareholders.
4 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single
most important use of the shareholder
franchise, and all directors should be
accountable on an annual basis. A classified
board can entrench management and effectively
preclude most takeover bids or proxy contests.
Board classification forces dissidents and
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would-be acquirers to negotiate with the incumbent
board, which has the authority to decide on offers
without a shareholder vote.
05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 65,728
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald M. Gross --- For
1.2 Elect Director Thomas I. Morgan --- For
1.3 Elect Director Katherine D. Ortega --- For
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 9.46 percent is within the allowable cap for
this company of 11.34 percent. Additionally, this plan
expressly forbids repricing. In 2003, the company
granted over 25 percent of its total grants to its top
five named executives.
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 86,500
1 Elect Directors For For Mgmt
1.1 Elect Director James E. Barnes --- For
1.2 Elect Director James A. Henderson --- For
1.3 Elect Director John B. McCoy --- For
1.4 Elect Director S. Donley Ritchey --- For
1.5 Elect Director Joyce M. Roche --- For
1.6 Elect Director Patricia P. Upton --- For
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of SBC Communications, we
note that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Moreover, the
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company's attorneys closely monitor compliance with
these laws. Finally, the extensive scope of the
reports requested in this proposal may not be
substantially different from information currently
available and could prove costly and difficult for the
company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
5 Change Size of Board of Directors Against Against ShrHoldr
Given that: (1) the company's corporate governance
guidelines address the proponent's concern regarding
the size of the board and (2) the company has laid out
a plan to reduce the size of the board to 13 directors
by 2006, we do not believe this item warrants
shareholder support.
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 51,600
*SPG*
1 Elect Directors For For Mgmt
1.1 Elect Director Birch Bayh --- For
We recommend a vote FOR the directors.
1.2 Elect Director Melvyn E. Bergstein --- For
1.3 Elect Director Linda Walker Bynoe --- For
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director G. William Miller --- For
1.6 Elect Director J. Albert Smith, Jr. --- For
1.7 Elect Director Pieter S. van den Berg --- For
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
Absent a substantial role of the lead director, we
believe that a company of this size should be able to
find an independent qualified director willing to
serve as chairman.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 77,600
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
1.1 Elect Director Eric Hippeau --- For
We recommend FOR the directors.
1.2 Elect Director Daniel Yih --- For
1.3 Elect Director Kneeland Youngblood --- For
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2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V.
Vote Recommendation The total cost of the company's
plans of 12.11 percent is within the allowable cap for
this company of 12.26 percent.
4 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 42,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 124,700
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs --- Withhold
1.2 Elect Director John E. Bryson --- Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway --- Withhold
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Adopt Amended Workplace Code of Against For ShrHoldr
Conduct
6 Declassify the Board of Directors Against For ShrHoldr
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
9 Adopt a Policy that will Commit Against For ShrHoldr
Executive & Directors to Hold at
least 75% of their Shares
10 Provide Employees Choice of Pension Against Against ShrHoldr
Plans at Retirement or Termination
04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 84,600
1 Elect Directors For For Mgmt
1.1 Elect Director P.F. Anschutz --- For
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We recommend a vote FOR the directors.
1.2 Elect Director R.K. Davidson --- For
1.3 Elect Director T.J. Donohue --- For
1.4 Elect Director A.W. Dunham --- For
1.5 Elect Director S.F. Eccles --- For
1.6 Elect Director I.J. Evans --- For
1.7 Elect Director J.R. Hope --- For
1.8 Elect Director M.W. Mcconnell --- For
1.9 Elect Director S.R. Rogel --- For
1.10 Elect Director E. Zedillo --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.73 percent is within the allowable cap for
this company of 8.60 percent. Additionally, this plan
expressly forbids repricing.
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
While we do like some of the elements of the
restricted stock proposal, such as granting restricted
stock based on achievement of performance criteria and
disclosure of actual hurdle rates for the performance
criteria, given the fact that the proponent asks for a
complete substitution of options with restricted
stock, we believe the proposal is unduly restrictive.
5 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Union Pacific, we note
that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Additionally, interested parties can
request information on the company's political
contributions and donations through the company's
Governmental Affairs Department. Finally, the
extensive scope of the reports requested in this
proposal may not be substantially different from
information currently available and could prove costly
and difficult for the company to publish in a formal
report. As such, it does not appear that preparing and
publicizing such reports in the manner requested by
the proponent would be the most effective use of
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shareholder funds.
04/14/04 - A United Technologies Corp. 913017109 02/17/04 59,100
*UTX*
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy J. Bernard --- For
We recommend a vote FOR the directors.
1.2 Elect Director George David --- For
1.3 Elect Director Jean-Pierre Garnier --- For
1.4 Elect Director Jamie S. Gorelick --- For
1.5 Elect Director Charles R. Lee --- For
1.6 Elect Director Richard D. McCormick --- For
1.7 Elect Director Harold McGraw III --- For
1.8 Elect Director Frank P. Popoff --- For
1.9 Elect Director H. Patrick Swygert --- For
1.10 Elect Director Andre Villeneuve --- For
1.11 Elect Director H. A. Wagner --- For
1.12 Elect Director Christine Todd Whitman --- For
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against For ShrHoldr
United Technologies Corporation has a 2/3 independent
board, all-independent key committees with committee
chairpersons nominated by independent directors and
established governance guidelines. However, the duties
of presiding director does not include approving
information sent to the board, approving meeting
agendas and schedules to assure that there is
sufficient time for discussion of all agenda items. We
believe that the company's governance structure does
not provide a satisfactory balance to a unified
chairman and CEO position.
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 81,400
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio --- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G.
Perenchio,
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and insiders McHenry T. Tichenor, Jr., Ray Rodriguez,
and A. Jerrold Perenchio. We recommend that
shareholders WITHHOLD votes from McHenry T. Tichenor,
Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold
Perenchio for failure to establish a majority
independent board and an independent nominating
committee.
1.2 Elect Director Fernando Aguirre --- For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio --- Withhold
1.6 Elect Director Ray Rodriguez --- Withhold
1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 6.96 percent is within the allowable cap for
this company of 12.71 percent. Additionally, this plan
expressly forbids repricing.
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 60,004
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Barker --- For
ISS Conclusion: Despite the fact that our
pay-for-performance criteria are not technically
violated, we are troubled by the aggregate amounts
paid to the company's top executives in light of the
recent negative shareholder returns. At this time, we
recommend a vote FOR all director nominees, but will
continue to monitor the company's compensation
practices and board accountability in the coming year.
1.2 Elect Director Richard L. Carrion --- For
1.3 Elect Director Robert W. Lane --- For
1.4 Elect Director Sandra O. Moose --- For
1.5 Elect Director Joseph Neubauer --- For
1.6 Elect Director Thomas H. O'Brien --- For
1.7 Elect Director Hugh B. Price --- For
1.8 Elect Director Ivan G. Seidenberg --- For
1.9 Elect Director Walter V. Shipley --- For
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1.10 Elect Director John R. Stafford --- For
1.11 Elect Director Robert D. Storey --- For
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against For ShrHoldr
Voting
ISS Conclusion: In this case, the company fails to
meet all of the aforementioned corporate governance
and performance criteria. Accordingly, the proposal
warrants shareholder support.
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
ISS Conclusion: Because the company already satisfies
ISS guidelines on independence and has already
established a formal independence policy that goes
above and beyond ISS requirements, we believe that
this proposal does not warrant shareholder support.
5 Separate Chairman and CEO Positions Against For ShrHoldr
ISS Conclusion: Absent an offsetting governance
structure, we believe that a company of this size
should be able to find two qualified people willing to
serve in the separate positions of chairman and CEO.
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
ISS Conclusion: Because poison pills greatly alter the
balance of power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
ISS Conclusion: Because the SERP may confer
extraordinary benefits not included in employee-wide
plans, we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
ISS Conclusion: We cannot support the outright
prohibition on tracking stock equity awards called for
in this proposal. Should the company in the future
decide to issue a tracking stock and concurrent
awards, we would apply our analytical criteria at that
point to decide whether such awards deserve
shareholder support.
9 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
ISS Conclusion: In light of the company's commitment
to racial and gender diversity and the current level
of disclosure on these issues, we do not
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believe that the report specified by this proposal is
necessary at this time.
10 Report on Political Against Against ShrHoldr
Contributions/Activities
ISS Conclusion: We agree with management on this
issue. The laws that govern a company's political
activities and the company's commitment to employees'
rights regarding political activities are stringent
enough to ensure political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
ISS Conclusion: We do not believe that the fees in
question represent dubious or unreasonable charges and
agree with the company that eliminating such charges
could result in a competitive disadvantage in the
industry.
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09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 98,900
1 Elect Directors For For
1.1 Elect Director David H. Batchelder --- For
We recommend a vote FOR the directors.
1.2 Elect Director Robert A. Krane --- For
1.3 Elect Director Mark H. Rauenhorst --- For
1.4 Elect Director Bruce Rohde --- For
2 Ratify Auditors For For
Shareholder Proposals
4 Genetically Modified Organisms (GMO) Against Against
When evaluating proposals on the topic of
genetically-modified foods, ISS considers the
objective of the proposal - specifically whether the
proposal is asking the company to label or phase-out
genetically-modified foods or ingredients, or whether
the proponent is asking the company to prepare a
report on either the dangers of genetically-modified
foods or the feasibility of labeling or phasing them
out. We also consider the type of company that is
being targeted, including whether or not the company
is directly involved in the modification of
agricultural products or whether the company is using
genetically modified ingredients from vendors. In
forming our opinion on these proposals, we consider
consumer opinion, at home and abroad, regarding the
safety of GE foods. We consider the fact that at this
juncture, there are conflicting studies regarding
possible harmful effects of ingesting food made with
GE ingredients. We also take into consideration the
fact that the FDA has not required separate labeling
of genetically modified foods and does continue to
review the safety of ingredients and products.
Finally, we consider the practical issues related to
the implementation of the proponent's request, and the
potential impact on the company and its shareholders.
In this case, the proponents are asking for a report
on the company's policies regarding GE ingredients as
well as any contingency plan for sourcing non-GE
ingredients should the need arise. While we generally
support proposals that seek to provide shareholders
with greater disclosure regarding the risks associated
with their investment, we believe that generating such
a report could be time consuming and costly to the
company without providing significant value to
shareholders. Since the government bodies tasked with
determining the health and safety of GE products have
determined that GE ingredients are not significantly
different from conventional products, certain raw
materials have seen a tremendous growth
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in the use of the GE products. This type of market
saturation, combined with potential difficulties in
determining a difference between engineered and
conventional products with current testing procedures
may result in inaccurate results. We further note that
the company currently meets government standards with
regard to food safety issues. Finally, we believe that
planning alternatives for sourcing non-GE ingredients,
should the situation require, would be based largely
on speculation about future restrictions and
legislation and may not be ultimately beneficial to
the company or its shareholders. Based on the
potential expenses and difficulty acquiring reliable
results in testing GE ingredients, we do not feel this
report would not be a beneficial use of shareholder
assets.
5 Modify Current and Future Stock Against Against
Option Plans
6 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Ideally, a pill should
include a two- to three-year sunset provision, a
reasonable flip-in (20 percent or higher), and a
chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer. The company's
pill has a 15 percent trigger threshold and does not
include any of the aforementioned shareholder friendly
features. In this case, the company's rights plan was
not approved by shareholders nor does it embody the
above features that ISS recommends. We therefore agree
with the proponent that the current pill should be
redeemed and any new pill be put to a shareholder
vote.
09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 67,500
1 Elect Directors For For
2 Ratify Auditors For For
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12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 33,340
1 Increase Authorized Common Stock For For
The requested increase of 215,000,000 shares is below
the allowable threshold of 354,750,000 shares.
10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 64,400
1 Amend Articles For For
The purpose of this item is to facilitate the
transactions described in Item 3. Furthermore,
approval of this item is necessary in order to
consummate the transactions described in Item 3.
2 Amend Articles For For
Although this item has an antitakeover effect on
Hughes during the first year after the completion of
the transactions, shareholder approval is required in
order to consummate the transactions described in Item
3.
3 Approve Hughes Split-Off For For
Conclusion: Based on the market premium, the fairness
opinions, the strategic rationale, the board's review
of alternatives, and the potential strategic
synergies, ISS believes that the transactions warrant
shareholder support.
4 Approve GM/News Stock Sale For For
5 Approve News Stock Acquisition For For
6 Amend Articles For For
This amendment to eliminate certain provisions
relating to the GM Class H common stock appears to be
administrative in nature given the fact that the GM
Class H common stock will no longer exist as part of
GM after completion of the transactions.
10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 24,900
*PG*
1 Elect Directors For For
1.1 Elect Director Norman R. Augustine --- For
We recommend a vote FOR the directors.
1.2 Elect Director A.G. Lafley --- For
1.3 Elect Director Johnathan A. Rodgers --- For
1.4 Elect Director John F. Smith, Jr. --- For
1.5 Elect Director Margaret C. Whitman --- For
2 Ratify Auditors For For
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3 Approve Non-Employee Director For Against
Omnibus Stock Plan
Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
company's plans of 5.96 percent is above the allowable
cap for this company of 5.20 percent.
Shareholder Proposals
4 Declassify the Board of Directors Against For
5 Label Genetically Engineered Foods Against Against
Given that the labeling of GE inputs at all stages of
the supply chain could prove difficult and costly to
the company, we cannot support this shareholder
proposal at this time.
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03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 27,600
1 Approve Merger Agreement For For
2 Amend Omnibus Stock Plan For For
V. Vote Recommendation The total cost of the company's
plans of 5.71 percent is within the allowable cap for
this company of 9.52 percent. Additionally, this plan
expressly forbids repricing.
3 Increase Authorized Common Stock For For
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to continue
pressing shareholders for more votes.
03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 95,788
1 Elect Directors For Split
1.1 Elect Director L.T. Babbio, Jr. --- For
We recommend a vote FOR the directors with the
exception of independent outsider Sanford M.
Litvack. We recommend that shareholders WITHHOLD votes
from Sanford M. Litvack for poor attendance.
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth II --- For
1.6 Elect Director R.E. Knowling, Jr. --- For
1.7 Elect Director S.M. Litvack --- Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
2 Ratify Auditors For For
3 Approve Omnibus Stock Plan For For
V. Vote Recommendation The total cost of the company's
plans of 10.14 percent is within the allowable cap for
this company of 12.52 percent. Additionally, this plan
expressly forbids repricing.
4 Expense Stock Options Against For
In the absence of an accepted methodology with which
to value the contingent cost of stock options,
companies that have voluntarily expensed stock options
have had flexibility in their selection of a specific
valuation methodology. Opponents of option expensing
argue that options are difficult to value and
expensing options could add complexity and decrease
transparency in financial reporting. However, given
the fact that stock options have become an integral
component of compensation, their value cannot be
ignored and treated as "no-cost" compensation. We
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believe that stock options should be expensed along
with other forms of compensation. Given that (1) many
companies use stock options as a significant component
of overall compensation, (2) the exercise of options
result in a transfer of shareholder value, and (3) the
contingent cost of options reduces earnings, we
believe that options should be expensed along with all
other forms of compensation to better reflect the
company's true earnings and provide additional
discipline against overuse.
03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 25,300
*BSC*
1 Elect Directors For For
1.1 Elect Director James E. Cayne --- For
We recommend a vote FOR the directors.
1.2 Elect Director Carl D. Glickman --- For
1.3 Elect Director Alan C. Greenberg --- For
1.4 Elect Director Donald J. Harrington --- For
1.5 Elect Director William L. Mack --- For
1.6 Elect Director Frank T. Nickell --- For
1.7 Elect Director Paul A. Novelly --- For
1.8 Elect Director Frederic V. Salerno --- For
1.9 Elect Director Alan D. Schwartz --- For
1.10 Elect Director Warren J. Spector --- For
1.11 Elect Director Vincent Tese --- For
2 Amend the Capital Accumulation Plan For Against
for Senior Managing Directors
ISS evaluates proposed amendments that lengthen the
term of the plan based on the appropriateness of the
original plan. In this case cost is the determining
factor. The total cost of this plan was established by
valuing the company's options and awards under all
existing plans that are available for future issuance
(B shares), and granted but unexercised (C shares).
Moreover, the CAP plan provides preferential dividends
in the form of CAP units, which are much more costly
than regular dividends. The value of the company's B
and C shares is 30.55 percent, which is above the
allowable cap for this company of 12.66 percent.
3 Amend Stock Option Plan For Against
V. Vote Recommendation Bear Stearns has various stock
compensation plans aimed to increase the emphasis on
stock-based incentive compensation and align the
compensation of key employees with the
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long-term interests of shareholders. Specifically, the
company has the capital accumulation plan (CAP),
restricted stock unit plan and stock award plan for
key employees. Bear Stearns believes that the company
is reasonable in its compensation for employees in
that employees received lower cash compensation for
higher levels of equity awards in the form of CAP
units, restricted stock units and stock options. Since
the company provides annual grants of stock units and
stock options, the company intends to offset the
potentially dilutive impact of such annual grants by
purchasing stock in the open market. Furthermore, the
board of directors also approved an amendment to the
stock repurchase program to allow the company to
purchase up to $1.0 billion of common stock in fiscal
2003 and beyond. The company purchased under the
current and prior authorizations a total of 11,003,455
shares during the fiscal year ended November 30, 2003.
Since the stock repurchase program offsets the voting
power dilution, ISS reduced the entire voting power
dilution to zero. However, ISS focuses on the economic
costs of stock-based incentive plans in our analysis.
Bear Stearns has submitted two equity plans in the
proxy statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The combined
shareholder value transfer for the combined plan is
40.73 percent, and has exceeded the company's
allowable shareholder value transfer cap of 12.66
percent. As such, ISS recommends voting AGAINST the
plans due to the excessive costs.
4 Approve Restricted Stock Plan For Against
VI. Vote Recommendation Bear Stearns has various stock
compensation plans aimed to increase the emphasis on
stock-based incentive compensation and align the
compensation of key employees with the long-term
interests of shareholders. Specifically, the company
has the capital accumulation plan (CAP), restricted
stock unit plan and stock award plan for key
employees. Bear Stearns believes that the company is
reasonable in its compensation for employees in that
employees received lower cash compensation for higher
levels of equity awards in the form of CAP units,
restricted stock units and stock options. Since the
company provides annual grants of stock units and
stock options, the company intends to offset the
potentially dilutive impact of such annual grants by
purchasing stock in the open market. Furthermore, the
board of directors also approved an amendment to the
stock repurchase program to allow the company to
purchase up to $1.0 billion of common stock in fiscal
2003 and beyond. The company purchased under the
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current and prior authorizations a total of 11,003,455
shares during the fiscal year ended November 30, 2003.
Since the stock repurchase program offsets the voting
power dilution, ISS reduced the entire voting power
dilution to zero. However, ISS focuses on the economic
costs of stock-based incentive plans in our analysis.
Bear Stearns has submitted two equity plans in the
proxy statement. The costs for the two plans are 30.67
percent and 39.08 percent, respectively. The combined
shareholder value transfer for the combined plan is
40.73 percent, and has exceeded the company's
allowable shareholder value transfer cap of 12.66
percent. As such, ISS recommends voting AGAINST the
plans due to the excessive costs.
5 Ratify Auditors For For
03/19/04 - S The St. Paul Travelers 792860108 02/06/04 29,200
Companies, Inc. *STA*
1 Issue Shares in Connection with a For For
Merger Agreement
ISS Conclusion: Based on the fairness opinion
valuation work, the relative reasonableness of the
estimated potential strategic synergies, and the
overall general improvement in corporate governance
structures pursuant to the proposed charter and bylaws
amendments (described below), we believe the share
issuance in connection with the proposed merger
warrants St. Paul shareholder support.
2 Amend Bylaws For For
ISS Conclusion: In general, the proposed bylaw
amendments will strengthen the corporate governance
infrastructure at the combined firm and therefore
deserve St. Paul shareholders' support.
3 Amend Articles For For
ISS Conclusion: Because the requested increase of
1,265,000,000 shares is below the allowable threshold
of 1,296,000,000 shares, and because the other
proposed charter amendments are, for now, inoffensive
from a corporate governance perspective and facilitate
the post-merger transition, we believe they deserve
shareholder support.
4 Reduce Supermajority Vote For For
Requirement
ISS Conclusion: ISS supports any reduction of a
company's voting requirements, even if the change is
simply a lower supermajority. Therefore, this proposal
deserves shareholder support.
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04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 58,700
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J.P. Belda --- For
1.2 Elect Director Carlos Ghosn --- For
1.3 Elect Director Henry B. Schacht --- For
1.4 Elect Director Franklin A. Thomas --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 4.27 percent is within the allowable cap for
this company of 6.52 percent. Additionally, this plan
expressly forbids repricing.
3 Report on Pay Disparity Against Against ShrHoldr
Based on our concerns regarding the utility of the
proposed report, and the independence of the company's
compensation committee, we do not believe that
preparation of the requested report would yield
meaningful information to shareholders regarding the
efficacy of the company's executive compensation
policies and practices.
4 Submit Severance Agreement Against Against ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set by the
proponent of 2.00 times the sum of an executive's base
salary and bonus is lower than the standard threshold
level of 2.99 times of base salary and bonus of
severance remuneration for corporate executives that
should be subject to a shareholder vote. Additionally,
Alcoa's board of directors has adopted a policy to
require shareholder approval of future severance
agreements if such agreements would result in a payment
excess of 2.99 times the salary and bonus of the
executive based on the 2003 annual shareholder meeting.
Therefore, ISS finds the proposal in this case overly
restrictive and recommends voting AGAINST it.
04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 18,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Product Warnings for Against Against ShrHoldr
Pregnant Women
ISS believes that decisions on the type of warnings
associated with tobacco products are generally better
left to public health authorities, who can institute a
standardized labeling format based on the latest
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research regarding disease causation in smokers,
addiction, and exposure to passive smoke. This will
ensure that any warnings are accurate as well as
applicable to all industry participants. In certain
cases, voluntary warnings beyond those mandated by law
might be misleading to consumers or hurt the company's
competitiveness. As for future legal liability, the
Master Settlement Agreement between tobacco companies
and numerous states required firms to supply a variety
of information to the public. In addition to required
disclosure, some tobacco companies have taken steps in
recent years to generally improve educational
disclosures regarding the risks related to tobacco
products, and Altria in particular has significantly
enhanced its disclosure in the past two years. The
tobacco subsidiaries of Altria posts health-related
data on their websites, some of this information
specifically regarding the risks of smoking to
pregnant women. We believe that the level of
disclosure currently provided by the company is
appropriate, and agree that increased information
specifically directed towards pregnant women would be
better addressed by public health agencies. As such we
do not recommend shareholder support for this
proposal.
4 Report on Health Risks Associated Against Against ShrHoldr
with Cigarette Filters
When evaluating proposals on the topic of tobacco and
its related components, ISS considers the objective of
the proposal ' specifically whether the proposal is
asking the company to report on the health risks
associated with a product or if it is asking for a
certain action associated with the components. In this
case, the proponents are asking for the company to
form a panel of outside experts to evaluate and report
on the risks associated with cigarette filters. ISS
generally supports information that increases
shareholder awareness of potential risks and
opportunities associated with their investment;
however, this disclosure should be balanced with the
cost associated with gathering and publishing the
data, the level of existing information available, and
the feasibility of complying with the structure of the
proposal. In this case, we agree with the company that
public healthcare organizations are better placed to
evaluate the risks associated with cigarette filters.
Further, ISS notes that the structure of this proposal
calls for the formation of an independent panel of
experts and subsequent report that could be costly to
the company. As such, we do not recommend shareholder
support for this proposal.
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5 Political Contributions/Activities Against Against ShrHoldr
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Altria, we note that the
company follows all federal, state and local laws
regarding contributions to political candidates or
organizations. Additionally, the company utilizes a
formal review process to ensure legal compliance, and
evaluate the business affects of their political
contributions. Finally, the extensive scope of the
reports requested in this proposal may not be
substantially different from information currently
available and could prove costly and difficult for the
company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
6 Cease Use of Light and Ultra Light Against Against ShrHoldr
in Cigarette Marketing
In light of the potentially negative impact on the
company's earnings, we believe that this issue is one
that that could potentially have a significant impact
on the company and other tobacco companies, and
therefore warrants close attention by the company's
board of directors. That said, ISS notes that the
company has provided information addressing this topic
on its website and has supported increased regulation
domestically and internationally on the issue.
Moreover, ISS agrees with the company that public
health and regulatory organizations are best able to
address these issues. This approach to the
shareholder's concerns would provide appropriate,
accurate information to the public by regulation
across the industry as opposed to requiring that an
action taken by a single company, potentially placing
it at a competitive disadvantage. Therefore, we
recommend that shareholders vote against this
proposal.
7 Place Canadian Style Warnings on Against Against ShrHoldr
Cigarette Packaging
As noted in discussions of the other proposals at
Altria, ISS believes that issues regarding increased
warnings on the health risks associated with
cigarettes are generally better addressed by public
health agencies rather than individual companies.
Unilaterally adopting new packaging policies could
negatively affect the company's competitive
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advantage, and may not provide the information in a
way that is understood or acceptable to all markets.
Therefore, ISS recommends that shareholders vote
against this proposal.
8 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we believe
that a company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO.
04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 39,100
1 Elect Directors For For Mgmt
1.1 Elect Director Daniel F. Akerson --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Vernon E. Jordan, Jr.
We recommend that shareholders WITHHOLD votes from
Vernon E. Jordan, Jr. for sitting on more than six
boards.
1.2 Elect Director Charlene Barshefsky --- For
1.3 Elect Director William G. Bowen --- For
1.4 Elect Director Ursula M. Burns --- For
1.5 Elect Director Kenneth I. Chenault --- For
1.6 Elect Director Peter R. Dolan --- For
1.7 sElect Director Vernon E. Jordan, Jr. --- For
1.8 Elect Director Jan Leschly --- For
1.9 Elect Director Richard A. McGinn --- For
1.10 Elect Director Edward D. Miller --- For
1.11 Elect Director Frank P. Popoff --- For
1.12 Elect Director Robert D. Walter --- For
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at the
annual meeting. Thus, shareholders can remove or
reelect directors as they see fit.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on
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such contributions. In the case of American Express,
we note that the company complies with federal, state,
and local laws regarding contributions to political
candidates or organizations. Further, the company
offers to provide information on political
contributions to shareholders upon request. Therefore,
the scope of the disclosure requested in this proposal
may not be substantially different from information
currently available, and may not provide any
significant benefit to shareholders. As such, it does
not appear that preparing and publicizing such reports
in the manner requested by the proponent would be the
most effective use of company assets.
05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 49,480
1 Elect Directors For Split Mgmt
1.1 Elect Director Eugene C. Fiedorek --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider F. H. Merelli. We
recommend that shareholders WITHHOLD votes from F. H.
Merelli for standing as an affiliated outsider on the
Audit Committee.
1.2 Elect Director Patricia Albjerg Graham --- For
1.3 Elect Director F. H. Merelli --- Withhold
1.4 Elect Director Raymond Plank --- For
2 Report on Greenhouse Gas Emissions Against For ShrHoldr
In this case, Apache provides some disclosure on
environmental topics in certain sections of the
company's web site. However, ISS notes that this
information is generally broad in scope and does not
discuss company performance in significant detail.
Further, while we commend the company for its programs
to address greenhouse gas emissions abroad and
commitments to future activities and transparency
initiatives domestically, we note that current
communication of these policies and programs is not as
comprehensive as some companies in the industry.
Therefore, while ISS does not believe that the
creation of a separate committee is necessary per se,
company policies on this issue and publicizing the
findings in a report would be in line with the
company's commitment to long-term environmental
stewardship and in the best long-term interests of
shareholders. As such, we recommend a vote for this
proposal.
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04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 46,700
1 Elect Directors For For Mgmt
1.1 Elect Director William V. Campbell --- For
We recommend a vote FOR the directors.
1.2 Elect Director Millard S. Drexler --- For
1.3 Elect Director Albert A. Gore, Jr. --- For
1.4 Elect Director Steven P. Jobs --- For
1.5 Elect Director Arthur D. Levinson --- For
1.6 Elect Director Jerome B. York --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 24,800
1 Elect Directors For For Mgmt
1.1 Elect Director William Barnet, III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Charles W. Coker --- For
1.3 Elect Director John T. Collins --- For
1.4 Elect Director Gary L. Countryman --- For
1.5 Elect Director Paul Fulton --- For
1.6 Elect Director Charles K. Gifford --- For
1.7 Elect Director Donald E. Guinn --- For
1.8 Elect Director James H. Hance, Jr. --- For
1.9 Elect Director Kenneth D. Lewis --- For
1.10 Elect Director Walter E. Massey --- For
1.11 Elect Director Thomas J. May --- For
1.12 Elect Director C. Steven McMillan --- For
1.13 Elect Director Eugene M. McQuade --- For
1.14 Elect Director Patricia E. Mitchell --- For
1.15 Elect Director Edward L. Romero --- For
1.16 Elect Director Thomas M. Ryan --- For
1.17 Elect Director O. Temple Sloan, Jr. --- For
1.18 Elect Director Meredith R. Spangler --- For
1.19 Elect Director Jackie M. Ward --- For
2 Ratify Auditors For For Mgmt
3 Change Date of Annual Meeting Against Against ShrHoldr
Changing the date of the annual meeting could allow
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more shareholders to attend, but there is no way to
determine for sure whether attendance would actually
increase. There is no compelling reason to change the
date of the meeting.
4 Adopt Nomination Procedures for the Against Against ShrHoldr
Board
5 Charitable Contributions Against Against ShrHoldr
ISS generally believes that charitable contributions
are beneficial to the company when they are donated in
good faith and in the absence of gross negligence or
self-dealing of management. These contributions assist
in worthwhile causes and can help generate goodwill
within the community. The Bank of America engages and
donates to causes that management believes strengthen
the communities in which the company operates and
ultimately benefit the company. Further, the corporate
donations and voluntary employee contributions through
the Bank of America Foundation help to improve the
company's image as a good social citizen and assist
the company in maintaining a strong CRA score.
Therefore, lacking evidence to the contrary, we
believe that continuing these charitable contributions
is in the best interests of the shareholders.
6 Establish Independent Committee to Against Against ShrHoldr
Review Mutual Fund Policy
In its defense, the board points to its recent efforts
to ensure the integrity of its mutual fund operations,
under the board's oversight, and in particular that of
its independent audit committee. According to the
board, the provisions of the settlements with the New
York Attorney General and the SEC and the pledges that
the corporation has previously made go well beyond the
scope of the proposal. The company argues that it has
retained various outside experts to assist it in
developing a plan to improve mutual fund governance,
organizational structure and technology as follows:
-The company engaged Dale Frey, the retired president
and chairman of General Electric Investment Corp., as
a special advisor to lead an independent review of the
company's mutual fund policies and practices. -The
company also retained Maureen Scannell Bateman, the
former general counsel of State Street Corporation and
U.S. Trust, to conduct a complete legal and regulatory
compliance review of the company's mutual fund
business. -The company engaged Promontory Financial
Group to coordinate a detailed review of all
technology, control, and compliance systems related to
the mutual fund business, including all systems
relating to sales, clearing, and derivative and
brokerage operations.
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The independent review is expected to result in
recommendations to ensure the mutual fund business is
conducted in the best interest of fund shareholders.
As part of the settlements, the company indicates that
it has committed to create best-in-class governance
policies for the Nations Funds board, including such
criteria as independence and tenure, and to hire a
full-time senior officer supporting and reporting
exclusively to the board to monitor compliance and to
oversee the reasonableness of the mutual fund advisory
fees. Furthermore, the settlements will contain
additional provisions regarding the implementation of
enhanced compliance measures for the company's mutual
fund practices. Background Since the initiation of the
mutual fund investigation by the NYAG in Sept. 2003,
the company has been cooperating with the authorities
and is expected to finalize its settlement with the
SEC and NYAG. On March 15, 2004, Bank of America
announced agreements in principle with both the NYAG
and the SEC over matters related to late-day trading
and market timing. According to a SEC press release,
Bank of America has agreed to pay a total of $375
million, consisting of $250 million in disgorgement
and $125 million in penalties. The money will be
distributed to the mutual funds and their shareholders
that were harmed as a result of market timing in
Nations Funds and other mutual funds through Bank of
America. The agreement with the Attorney General also
stipulated that eight members of the board of
directors of Nations Funds, Bank of America's mutual
fund complex, will resign or otherwise leave the board
in the course of the next year. Furthermore, Bank of
America has represented that it will exit the
securities clearing business by the end of the year.
ISS Analysis The shareholder proposal calls for direct
board involvement by establishing a special committee
and for enhanced disclosure on the company's efforts
regarding the mutual fund allegations. We have
evaluated the board's involvement in this process as
well as the existing disclosure. Since the shareholder
proposal was filed, the company has devoted
significant resources to address the allegations
regarding its mutual fund practices. Subsequent to the
inquiry in September 2003, Nations Funds' board hired
an independent firm to evaluate whether there was any
monetary impact to any funds in which the adviser to
the fund permitted a discretionary market-timing
agreement and launched an evaluation of fund
management practices. Furthermore, in October 2003,
the company engaged Promontory Financial Group for a
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detailed review of all systems related to sales,
clearing, derivative and brokerage operations, which
will be coordinated by Mr. Dale Frey, special advisor
to Ken Lewis. Also, the company retained Maureen
Scannell Bateman, the former general counsel of State
Street Corporation and of U.S Trust, to conduct a
complete legal and regulatory compliance review of the
company's mutual fund business. Bank of America has
also taken the following steps to deter future
improper practice: Worked with Nations Fund board of
trustees to set best-in-class standards for mutual
funds' fees, charges and related corporate governance
practices. Enhanced audit reviews, compliance
oversight and the overall risk management framework.
Enhanced technology and operations process controls
and increased monitoring for unusual mutual funds
trading activity Revised the Code of Ethics to include
guidelines for practices in the mutual fund business
and for share trading policy to prohibit late trading
and market timing In discussions held with ISS, the
company indicated that Mr. Frey (who coordinates the
independent review) receives weekly updates from
Promontory Financial Group and the independent
consultant, and periodically updates the CEO. Members
of senior management regularly update the board's
Audit Committee, which deals primarily with control
issues. The independent consultants work closely with
an internal project team, which already implements
certain remediation actions. While the company has
devoted substantial resources to this process, it is
not directly conducted under the supervision of the
board. With respect to disclosure, the company is in
the process of finalizing the settlement agreement,
therefore significant disclosure is expected once the
settlement is final. In addition, in connection with
the settlement, a formal report of the outside
consultant with findings and remediation actions will
be submitted to the SEC and banking regulators. But
while the settlements re+
7 Adopt Standards Regarding Privacy Against Against ShrHoldr
and Information Security
In this case we note that Bank of America does
outsource certain positions to foreign markets where
the company has determined that service quality,
timing, or cost savings would ultimately benefit the
company and increase shareholder value. Further we
note that many other large companies have outsourced
similar operations support and customer service jobs.
Additionally, detailed disclosure on the company's
policies regarding job outsourcing may not
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provide benefits to shareholders commensurate with the
cost of preparing this report. As such, we do not
recommend support for the proposal at this time.
05/25/04 - A Bank One Corp. 06423A103 04/02/04 36,700
1 Approve Merger Agreement For For Mgmt
Conclusion: Bank One shareholders will own
approximately 42 percent of the company and management
control will shift to Mr. Dimon on the second
anniversary of the merger close. The board composition
will be split equally. J.P. Morgan determined that
board participation at this level for Bank One was a
condition to the deal. Bank One shareholders may have
given up a low premium in exchange for the board
representation and management succession with Mr.
Dimon. However, considering Bank One's equity
ownership in the combined entity relative to its
contribution to earnings along with the strategic
importance of the deal to both firms and the potential
cost savings, the tradeoff appears balanced. In
aggregate, the deal presents a compelling case for
both J.P. Morgan and Bank One shareholders due to the
strategic benefits of the transactions, improved
competitive position, cost synergies and the
possibility of additional revenue opportunities. We
recommend in favor of the transaction.
2 Elect Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 38,200
1 Elect Directors For Split Mgmt
1.1 Elect Director Barbara T. Alexander --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Walter Scott, Jr.
and Kenneth W. Orce. We recommend that shareholders
WITHHOLD votes from Walter Scott, Jr. for standing as
an affiliated outsider on the Compensation and
Nominating committees, and Kenneth W. Orce for
standing as an affiliated outsider on the Nominating
Committee.
1.2 Elect Director Reuben V. Anderson --- For
1.3 Elect Director Laird I. Grant --- For
1.4 Elect Director Robert J. Harding --- For
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1.5 Elect Director John T. LaMacchia --- For
1.6 Elect Director Randy L. Limbacher --- For
1.7 Elect Director James F. McDonald --- For
1.8 Elect Director Kenneth W. Orce --- Withhold
1.9 Elect Director Donald M. Roberts --- For
1.10 Elect Director James A. Runde --- For
1.11 Elect Director John F. Schwarz --- For
1.12 Elect Director Walter Scott, Jr. --- Withhold
1.13 Elect Director Bobby S. Shackouls --- For
1.14 Elect Director Steven J. Shapiro --- For
1.15 Elect Director William E. Wade, Jr. --- For
2 Approve Increase in Common Stock For For Mgmt
and a Stock Split
3 Ratify Auditors For For Mgmt
04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 24,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt Shareholder Rights Plan For For Mgmt
(Poison Pill) Policy
Poison pills are unique among takeover defenses in
that they may be approved by boards without
shareholder approval. Enhancing this power is the fact
that a number of states have passed poison pill
endorsement legislation that removes courts from the
position of challenging abusive pills. However, the
degree to which a rights plan may promote or diminish
shareholder value clearly depends on circumstances
specific to the individual company. Given their
potential role in determining the future of a company,
ISS believes shareholders should have the right to
vote on all new pills and any material changes to old
pills. ISS advocates supporting proposals requesting
boards to either submit their pills to a shareholder
vote or redeem them. Given that the company currently
does not maintain a poison pill, approval of this item
enhances shareholders' rights by establishing a clear
process to submit poison pills to a shareholder vote.
As such we believe this item warrants shareholder
support.
4 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the
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company's plans of 3.87 percent is within the
allowable cap for this company of 5.89 percent.
Additionally, this plan expressly forbids repricing.
5 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
ISS generally supports proposals for increased
disclosure that promote good corporate citizenship
while enhancing long-term shareholder value. For
proposals related to HIV/AIDS reporting, we evaluate
the scope of the company's operations in these
markets, the company's current initiatives in
developing countries to help address this healthcare
crisis, and the nature of the company's existing
healthcare policies including healthcare access and
benefits to local workers. In this case, we note that
Chevron Texaco provides information on its policies
and programs related to HIV/AIDS and other infectious
diseases in its Corporate Responsibility report on the
company website. Additionally, the company currently
has healthcare plans that improve accessibility to
treatment for employees in Africa. We further note
that the company has engaged several local and
international organizations in efforts to help address
the concerns associated with this health care crisis.
Therefore, while ISS acknowledges that the scope of
Chevron Texaco's operations in markets affected by the
HIV/AIDS, TB, and malaria pandemic is substantial and
deserves shareholder concern, we believe that the
company has taken steps to actively address the
concern and report to shareholders on these
initiatives. These actions and the subsequent
disclosure are comparable to industry norms and assist
in maintaining ongoing corporate awareness of the
impact of this healthcare crisis on operations in
certain emerging markets. Therefore, we do not
recommend shareholder support for the resolution at
this time.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Chevron Texaco, we note
that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Additionally, shareholders can request
further information on the company's political
contributions and donations from the company or gather
the information from certain government or
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privately managed websites. Finally, the extensive
scope of the reports requested in this proposal may
not be substantially different from information
currently available and could prove costly and
difficult for the company to publish in a formal
report. As such, it does not appear that preparing and
publicizing such reports in the manner requested by
the proponent would be the most effective use of
shareholder funds.
7 Require Affirmative Vote of a Against Against ShrHoldr
Majority of the Shares to Elect Directors
In the view of many shareholders, the current director
election system simply creates self-perpetuating
boards: incumbent members select nominees to fill
vacancies and decide whether to renominate themselves.
Thus, shareholders effectively have no meaningful
choice among candidates, and the election process
becomes mere ratification of the company's slate of
nominees. Withholding votes from a board member can
serve as a shareholder communication tool to express
displeasure with a given director. But because
directors are typically elected by a plurality (those
nominees receiving the most votes win board seats),
company nominees running unopposed are reelected.
Under current proxy rules, only candidates nominated
by the board can appear in the company's proxy
statement. A shareholder could technically nominate a
candidate from the floor of the annual meeting, but,
since most investors vote by mail, he is unlikely to
succeed. Although some companies' bylaws outline
procedures for shareholders to suggest possible
candidates to board nominating panels, few of these
individuals actually make it to the ballots as
nominees. Instead, shareholders wishing to nominate an
alternative slate of candidates to run against
management's must go through an expensive and
time-consuming proxy solicitation process of their own
(i.e., a proxy contest). In October 2003, the SEC
proposed new proxy rules to give significant,
long-term shareholders greater ability to include
their director nominees in management's proxy
statement. A final rule is expected in 2004. The
proposal entails a two-step, two-year process. In the
first year, one of two triggering events must occur,
demonstrating shareholder dissatisfaction with a
company's proxy process: (1) one or more directors at
a company receive withhold votes of 35 percent or more
of the votes cast or (2) a shareholder proposal asking
for open access, which is submitted by holders of at
least one percent of the shares (owned for at least
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one year), is approved by a majority of the votes
cast. If one of these conditions is met, then for the
following two years, the company would be required to
include in its proxy materials one or more board
nominees proposed by holders of at least five percent
of the shares (owned for at least two years). The
number of shareholder nominees permitted would be
dictated by the size of the board: one nominee for
boards of eight or fewer directors, two nominees for
boards of nine to 19 directors, and three nominees for
boards having 20 or more directors. In light of the
SEC's proposed new rule regarding open access, we
believe that requiring a majority vote in the election
of directors is not in shareholders' best interests.
Given that: (1) the plurality voting threshold is the
accepted standard for the election of directors of
publicly traded companies, (2) approval of this item
could disrupt board operations and the company's
financial performance in the event certain or all of
the director nominees do not receive majority support
and do not get elected, (3) requiring a majority vote
of the outstanding shares in effect provides for a
supermajority of votes cast, which would adversely
affect shareholders' ability to elect directors in a
contested election, and (4) the proposed provision may
diminish the likelihood of a successful open access
campaign by providing for an increased vote
requirement in the election of directors, we do not
believe that the proposed amendment warrants
shareholder support at this time.
8 Report on Health and Environmental Against Against ShrHoldr
Initiatives in Ecuador
ISS generally supports proposals for increased
disclosure that promote good corporate citizenship
while enhancing long-term shareholder value. Increased
transparency can better inform shareholders on the
potential risks and opportunities associated with
their investment. Specifically, this proposal calls
for a report on new initiatives taken by ChevronTexaco
regarding issues of concern in Ecuador. Therefore,
when considering this matter, ISS must look at the
value of the report along with the potential costs and
operational impact that the associated actions may
have on the company. In this case, we note that the
company has made significant efforts to provide
interested parties with information on the situation
in Ecuador. Moreover, since litigation on this matter
is still pending, certain disclosure may not be
appropriate. We further note that the company's
involvement in Ecuador was through a subsidiary of
Texaco (prior to the 2001 merger)
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operating as a minority partner in an oil consortium
with the Ecuadorian government. Additionally,
ChevronTexaco has no ownership interest in the current
oil operations in this region and the government of
Ecuador released the company from further obligation
or liability on the issue. Considering these factors,
ISS believes that the company's current level of
disclosure on this matter is appropriate and that any
further action on the matter is best left to the legal
system in Ecuador. As such, we do not recommend
shareholder support for this proposal.
9 Report on Renewable Energy Against Against ShrHoldr
ISS generally supports disclosure reports that seek to
provide additional information to shareholders,
particularly when it appears that companies have not
adequately addressed shareholders' concerns.
Specifically, when considering proposals for a report
on renewable energy sources, ISS looks for the
existence and content of current environmental reports
relative to the topic, and the degree to which the
topic plays an integral part in the company's line of
business. In this case, ISS notes that the company has
taken several recent steps to invest in renewable
energy, undertake initiatives to develop cleaner
technologies and communicate these initiatives to the
public. The company provides information on these
topics, in some detail, in its Corporate
Responsibility Report, in press releases, and in
certain sections of the corporate website. ISS
believes that these initiatives and the associated
disclosure represent an effort on ChevronTexaco's
behalf to address issues related to the potential
impact that renewable energy sources may have on the
company. Therefore, while the company does not
specifically address every aspect of the proponent's
resolution; ISS believes that the current level of
disclosure is comparable to other companies in the
industry and suggests that ChevronTexaco is actively
evaluating options and establishing policies related
to renewable energy sources. As such, we do not
recommend shareholder support for the resolution at
this time.
04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 45,433
1 Elect Directors For For Mgmt
1.1 Elect Director C. Michael Armstrong --- For
We recommend a vote FOR the directors.
1.2 Elect Director Alain J.P. Belda --- For
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1.3 Elect Director George David --- For
1.4 Elect Director Kenneth T. Derr --- For
1.5 Elect Director John M. Deutch --- For
1.6 Elect Director Roberto Hernandez Ramirez --- For
1.7 Elect Director Ann Dibble Jordan --- For
1.8 Elect Director Dudley C. Mecum --- For
1.9 Elect Director Richard D. Parsons --- For
1.10 Elect Director Andrall E. Pearson --- For
1.11 Elect Director Charles Prince --- For
1.12 Elect Director Robert E. Rubin --- For
1.13 Elect Director Franklin A. Thomas --- For
1.14 Elect Director Sanford I. Weill --- For
1.15 Elect Director Robert B. Willumstad --- For
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
ISS feels that taking away the company's ability to
grant stock options is an arbitrary and excessively
restrictive proposal that could potentially prohibit
the company from compensating employees based upon
their individual and company-wide performance. Being
unable to issue stock options could hinder the
company's ability to attract and retain competent
executive officers. As such, this item does not
warrant shareholder approval.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Citigroup, we note that
the company follows all state and local laws regarding
contributions to political candidates or
organizations. Additionally, the scope of the
disclosure requested in this proposal may not be
substantially different from information currently
available, and could prove costly and difficult for
the company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
5 Prohibit Awards to Executives Against Against ShrHoldr
We believe this proposal is too restrictive, as it
would
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prohibit the executives from being remunerated with
stock options and severance payments regardless of the
company's performance. As such, this item does not
warrant shareholder approval.
6 Separate Chairman and CEO Positions Against Against ShrHoldr
ISS supports the concept of separating the positions
of chairman and CEO when a company does not have the
countervailing governance structure as described
above. In the case of Citigroup, the company has
independent key committees, established governance
guidelines, and a lead director with clearly defined
duties. Additionally, the company has committed to
creating and maintaining a 2/3 independent board by
its next annual election. As such, ISS does not
believe that this proposal warrants shareholder
support.
04/28/04 - A Clear Channel Communications, 184502102 03/08/04 23,401
Inc. *CCU*
1 Elect Directors For Split Mgmt
1.1 Elect Director Alan D. Feld --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Alan D. Feld. We
recommend that shareholders WITHHOLD votes from Alan
D. Feld for standing as an affiliated outsider on the
Compensation Committee.
1.2 Elect Director Thomas O. Hicks --- For
1.3 Elect Director Perry J. Lewis --- For
1.4 Elect Director L. Lowry Mays --- For
1.5 Elect Director Mark P. Mays --- For
1.6 Elect Director Randall T. Mays --- For
1.7 Elect Director B.J. Mccombs --- For
1.8 Elect Director Phyllis B. Riggins --- For
1.9 Elect Director Theordore H. Strauss --- For
1.10 Elect Director J.C. Watts --- For
1.11 Elect Director John H. Williams --- For
2 Ratify Auditors For For Mgmt
05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 29,200
1 Elect Directors For For Mgmt
1.1 Elect Director David L. Boren --- For
1.2 Elect Director James E. Copeland, Jr. --- For
1.3 Elect Director Kenneth M. Duberstein --- For
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1.4 Elect Director Ruth R. Harkin --- For
1.5 Elect Director William R. Rhodes --- For
1.6 Elect Director J. Stapleton Roy --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.42 percent is within the allowable cap for
this company of 6.99 percent. Additionally, this plan
expressly forbids repricing.
4 Limit Executive Compensation Against Against ShrHoldr
ISS believes that the proposal is unduly restrictive.
The compensation committee, which is composed entirely
of independent directors, should have the flexibility
to determine the compensation of its senior executives
based on a number of appropriate factors, rather then
relying on an arbitrary formula. As such, this item
does not warrant shareholder approval.
5 Limit Executive Compensation Against Against ShrHoldr
While ISS understands the proponents' concerns with
escalating CEO pay, we believe that the proposal is
unduly restrictive. The compensation committee, which
is composed entirely of independent directors, should
have the flexibility to determine the compensation of
its senior executives based on a number of appropriate
factors, rather then relying on an arbitrary formula.
Furthermore, the features of this proposal would limit
equity awards to time based restricted shares and set
arbitrary caps on salary, bonus and severance,
regardless of the company's performance. As such, this
item does not warrant shareholder approval.
6 Report on Drilling in the Arctic Against Against ShrHoldr
National Wildlife Refuge
In this case, ISS notes that ConocoPhillips does not
stand out amongst its peers or competitors as having
significant problems with its environmental
performance. Moreover, the company does provide some
disclosure into its operations in Alaska and
environmental policies in general. Finally, since the
company does not currently have operations or plans to
develop operations in the ANWR, ISS agrees with the
company about the hypothetical or speculative nature
of the report called for in this proposal. Therefore,
ISS recommends that shareholders vote against this
resolution.
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05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 30,800
1 Elect Directors For For Mgmt
1.1 Elect Director Alan J. Bernon --- For
We recommend a vote FOR the directors.
1.2 Elect Director Gregg L. Engles --- For
1.3 Elect Director Joseph S. Hardin, Jr. --- For
1.4 Elect Director Ronald Kirk --- For
1.5 Elect Director John S. Llewellyn, Jr. --- For
2 Ratify Auditors For For Mgmt
04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 47,300
*DD*
1 Elect Directors For For Mgmt
1.1 Elect Director Alain J. P. Belda --- For
1.2 Elect Director Richard H. Brown --- For
1.3 Elect Director Curtis J. Crawford --- For
1.4 Elect Director John T. Dillon --- For
1.5 Elect Director Louisa C. Duemling --- For
1.6 Elect Director Charles O. Holliday, Jr. --- For
1.7 Elect Director Deborah C. Hopkins --- For
1.8 Elect Director Lois D. Juliber --- For
1.9 Elect Director Masahisa Naitoh --- For
1.10 Elect Director William K. Reilly --- For
1.11 Elect Director H. Rodney Sharp, III --- For
1.12 Elect Director Charles M. Vest --- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
ISS recognizes that companies can benefit from the
knowledge and expertise of former government workers.
These employees may be intimately familiar with the
internal processes of government procurement and
decision-making. The knowledge of such employees can
add real value to a company's operations. ISS shares
in the proponent's concern for potential conflicts of
interest at such companies, but in this case, the
company states that it has specific policies in place
to avoid such conflicts of interest. Moreover, the
production of such a report annually could be costly
without providing substantial benefit to shareholders.
Given these factors, we see no
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reason to support this request.
4 Adopt and Report on a Code of Against Against ShrHoldr
Corporate Conduct
In the case of Dupont, the company has already committed
itself to a code of conduct that upholds a number of
the core ILO standards, including prohibitions on
child labor, involuntary servitude/forced labor,
nondiscrimination, and freedom of association '
although we acknowledge that the company's existing
code does not specifically reference the right to
collective bargaining. However, it appears that the
company's code is in line with the codes of similar
companies. Dupont has endorsed the Global Compact and
supports the GRI, representing active consideration of
human and labor rights issues as well as sustainable
development in the communities where the company
operates. Also, while the proponent has cited certain
labor disputes in Dupont's operations in the United
States, ISS does not believe that these incidents show
the type of systematic disregard to workplace human
rights that would merit a substantial amendment to the
company's current policies. Therefore, the fact that
the company already has policies in place that
substantially address many of the principles outlined
in the ILO conventions, and lacking evidence to
suggest systematic failure to comply with these
policies, we do not believe that support of this
proposal is warranted at this time.
5 Limit Executive Compensation Against Against ShrHoldr
The Compensation Committee is composed entirely of
independent directors and currently sets and reviews
the company's executive compensation program. Taking
into account the activities of the Compensation
Committee regarding the setting and monitoring of the
executive compensation, we agree with the company that
the proposed report would duplicate the Compensation
Committee's ongoing work to review, evaluate, and
modify the company's executive compensation policy and
programs. As such, we see no reason to support this
proposal.
04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 17,600
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.59 percent is within the
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allowable cap for this company of 9.66 percent.
3 Ratify Auditors For For Mgmt
05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 60,800
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Boskin --- For
We recommend a vote FOR the directors.
1.2 Elect Director James R. Houghton --- For
1.3 Elect Director William R. Howell --- For
1.4 Elect Director Reatha Clark King --- For
1.5 Elect Director Philip E. Lippincott --- For
1.6 Elect Director Harry J. Longwell --- For
1.7 Elect Director Henry A. McKinnell, Jr. --- For
1.8 Elect Director Marilyn Carlson Nelson --- For
1.9 Elect Director Lee R. Raymond --- For
1.10 Elect Director Walter V. Shipley --- For
1.11 Elect Director Rex W. Tillerson --- For
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director For For Mgmt
Restricted Stock Plan
V. Vote Recommendation The total cost of the company's
plans of 3.64 percent is within the allowable cap for
this company of 5.32 percent.
4 Affirm Political Nonpartisanship Against Against ShrHoldr
Since it appears that the company has already
addressed this issue through its own internal
policies and observance of federal law, we do
not believe that support of this proposal is
necessary.
5 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. As previously noted, in the case of
Exxon Mobil, the company complies with federal, state
and local laws regarding contributions to political
candidates or organizations as well as those laws that
apply to similar contributions in Canada. Further, the
scope of the reports requested in this proposal may
not be substantially different from information
currently available through public sources. As such,
it does not appear that preparing
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and publicizing such reports in the manner requested
by the proponent would be the most effective use of
shareholder funds.
6 Report on Equatorial Guinea Against Against ShrHoldr
In this case, the proposal asks for detailed
disclosure on Exxon Mobil's operations in
Equatorial Guinea as well as a public response
to allegations made by a nationally aired
television program. While ISS advocates
transparency into company operations that
increases shareholder understanding of the
risks and opportunities placed on the company,
the benefit of such disclosures must be
considered as a factor of cost and burden on
the company as well as the potential benefit
that can be derived by shareholders from the
information. Exxon Mobil discusses information
in some detail in press releases, corporate
reports, and other sections of the company's
website. The discussion of this topic includes
information explaining the royalties and tax
payments that are made to Equatorial Guinea,
financial support for social programs in that
company, and the general logic behind the
structure of the company's Production Sharing
Contract with the government. While these
disclosures do not directly respond to each
aspect of the proposal, we do believe that they
substantially address the issue at hand,
providing shareholders with adequate
information to assess the risks related to the
company's operations in Equatorial Guinea and
the company's policies and procedures in place
to mitigate such risks. As such we do not
recommend shareholder support for this
resolution.
7 Separate Chairman and CEO Positions Against Against ShrHoldr
ExxonMobil has the following governance
structure in place: executive sessions of its
non-employee directors currently chaired by the
chair of the Compensation Committee or the
Board Affairs Committee; a board composed of
two-thirds independent directors;
all-independent key committees; review of CEO
performance by the independent directors at
board and committee meetings and during
executive sessions, which consists solely of
independent directors; and established
governance guidelines. The chair of the Board
Affairs Committee and the chair of the
Compensation Committee preside at the executive
sessions on an alternating basis, depending on
the agenda. The chair of the Board Affairs
Committee presides over sessions discussing
corporate governance and the chair of the
Compensation Committee presides over sessions
regarding
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performance evaluation and compensation of the CEO and
CEO succession planning. However, the company does not
have a designated lead director with more expansive
duties than those set out for the committee chairman
(such as approving the board's agenda; ensuring the
flow of information to the outside directors and
shareholders; and board evaluation). As noted above,
ISS refrains from making a vote recommendation on this
agenda item.
8 Prohibit Awards to Executives Against Against ShrHoldr
For its long term compensation, ExxonMobil switched
from options to restricted stock two years ago, as the
board believes restricted stock to be more effective
in retaining employees and in meeting shareholder
expectations. For senior executives, the restricted
stock carries rigorous vesting requirements: 50
percent vesting over five years and the remaining over
another five. In this case, the proposal requests a
total ban on rights, options, SARs and severance
payments and is therefore unduly restrictive.
9 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
Given the scope of the proposal, the company's current
compensation practices, and the company's apparent
commitment to and disclosure of racial and gender
diversity, we do not believe that shareholder support
of the requested report is warranted.
10 Amend EEO Statement to Include Against For ShrHoldr
Reference to Sexual Orientation
ISS generally believes that companies should have
policies in place to prevent workplace discrimination,
as instances of discrimination can be costly to
companies in the form of high turnover, fines, and
litigation. Workplace discrimination can result in
real costs to corporations, and therefore can impact
shareholder value. Studies have indicated that
workforce diversity strategies can have a positive
impact on company performance through enhanced
corporate performance, reduced turnover, increased job
satisfaction and employee morale, decreased
vulnerability to legal challenges, and enhanced
reputation. In light of potential costs and legal
implications arising from discrimination, the high
number of companies with policies referencing sexual
orientation, and the low costs involved in amending
EEO policies, ISS believes that requests to amend EEO
policies to specifically reference sexual orientation
are generally supportable, unless a company can
demonstrate that the change would result in
significant costs to the company. In this
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case, we note that the company has had substantial
controversy surrounding its adoption of its current
EEO policy over the policies of its predecessor,
Mobil. Exxon Mobil does have existing programs and
policies that demonstrate the company's stance on
discrimination on the basis of sexual orientation, but
those policies have failed to alleviate the negative
publicity and controversy surrounding this issue.
Furthermore, the company has not identified any
resulting costs to the company of including such a
reference in its EEO policy. A significant number of
the company's peers do include such language in their
EEO statements. By not referencing sexual orientation
in the post-merger company's EEO statement, it appears
that the company has created unnecessary controversy.
While we recognize that the company has gone to great
lengths to discuss its existing prohibition on
discrimination on the basis of sexual orientation in
certain company publications, it would appear that the
enduring controversy could be easily resolved by
adding that language back into its EEO statement.
Given the fact that company's competitors reference
sexual orientation discrimination in their EEO
statements and the fact that Mobil did explicitly bar
this type of discrimination in its EEO statement prior
to the merger with Exxon, we believe that the company
should amend its EEO to explicitly prohibit
discrimination based on sexual orientation.
11 Report on Climate Change Research Against Against ShrHoldr
Therefore, based on the broad scope of the proposal
and the associated practical considerations of
publishing this information, recent improvements in
disclosure made by the company, and our concerns
regarding the value that the requested information
would provide to shareholders, we do not recommend
support for this resolution.
04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 62,100
1 Elect Directors For Split Mgmt
1.1 Elect Director James I. Cash, Jr. --- For
We recommend a vote FOR the directors with the
exception of Claudio X. Gonzalez. We recommend that
shareholders WITHHOLD votes from Claudio X. Gonzalez
for sitting on more than six boards.
1.2 Elect Director Dennis D. Dammerman --- For
1.3 Elect Director Ann M. Fudge --- For
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1.4 Elect Director Claudio X. Gonzalez --- Withhold
1.5 Elect Director Jeffrey R. Immelt --- For
1.6 Elect Director Andrea Jung --- For
1.7 Elect Director Alan G. Lafley --- For
1.8 Elect Director Kenneth G. Langone--- For
1.9 Elect Director Ralph S. Larsen --- For
1.10 Elect Director Rochelle B. Lazarus --- For
1.11 Elect Director Sam Nunn --- For
1.12 Elect Director Roger S. Penske --- For
1.13 Elect Director Robert J. Swieringa --- For
1.14 Elect Director Douglas A. Warner III --- For
1.15 Elect Director Robert C. Wright --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
We support the addition of revenue growth rate to the
pool of performance measures applicable to long-term
performance awards. We also applaud the company's
decision to shift a substantial portion of its
executive grants to restricted stock units and
performance based awards. Such practice should reduce
dilution and provide effective incentives for superior
performers who remain with the company during periods
of stock market fluctuations in which stock options
may have no realizable value. In addition, restricted
stock units and long-term performance awards more
closely align executives' interests with investors'
long term interests as these awards are paid out only
to executives who remain with the company for extended
periods.
4 Provide for Cumulative Voting Against Against ShrHoldr
In the case of General Electric, the company
has an annually-elected board comprising a
majority of independent directors; its
Nominating and Corporate Governance Committee
consists of only independent directors; the
company grants shareholders confidential voting
and the right to call a special meeting; the
board does not have the sole right to change
the size of the board beyond a stated range
that has been approved by shareholders; the
company has a published statement of corporate
governance guidelines, including a description
of the process by which a shareholder may
submit a director nominee; and the company does
not have either a dual-class structure or
dead-hand poison pill.
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GE outperformed the S&P 500 Index but underperformed
the S&P 500 Industrials Index for one-year shareholder
returns. However, GE underperformed these indexes for
three-year shareholder returns. For five-year
shareholder returns, GE outperformed the S&P 500 Index
but underperformed the S&P 500 Industrials Index. In
this case, the company meets our corporate governance
criteria. Although the company does not fully meet the
performance criteria, the company has taken
significant steps to improve its corporate governance
provisions, especially relating to board reforms and
shareholder friendly compensation strategies for
officers and directors (see Items 3 and 16). Given
that the company: (1) meets our corporate governance
criteria and (2) has voluntarily taken steps to
improve its corporate governance through policy
changes regarding board structure, composition, and
responsibilities and executive and director
compensation, the proposal does not warrant
shareholder support.
5 Eliminate Animal Testing Against Against ShrHoldr
When evaluating proposals on animal testing policies,
ISS considers the nature of the product and the degree
to which live animal testing is necessary or federally
mandated. Additionally, we look at the feasibility and
availability of alternative methods. Finally, ISS will
evaluate industry practices to determine if animal
testing is common at competitors and peer companies in
similar circumstances. In this case, GE has developed
a policy that calls for utilizing live animal testing
to the least extent possible, provided it complies
with regulation and does not effect the analysis of
treatment effectiveness or employee and consumer
safety. Additionally, in some cases alternative
methods of testing may be not feasible or fail to meet
criteria established by the government. As such, ISS
does not recommend shareholder support for the
resolution at this time.
6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
When considering proposals that request a risk
assessment and adoption of new policies regarding the
company's nuclear operations, ISS takes into account
several factors, including the regulatory framework
that the company's operations are subject to and the
company's existing disclosure on security and waste
management policies and procedures. While the
proponents' concerns with the company's on-site
storage of nuclear waste is understandable given the
state of current events, we note that the
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nuclear power industry is heavily regulated by the NRC
and subject to restrictions and policies introduced by
the Office of Homeland Security. In 2002, the NRC
completed a comprehensive review of its requirements
for nuclear power plants, including the storage of
nuclear waste and materials and, as a result, issued
new required security measures. In this case, GE
operates a spent fuel storage depository; however, the
main focus of this resolution is directed at the
company's design, manufacturing, and sales of
reactors. Based on the tight regulation of the nuclear
power industry by the NRC and the fact that GE's
operations in the nuclear power industry are primarily
in equipment design, sales, and service; not facility
operations, we do not believe that this report would
provide enough meaningful information to shareholders
to justify the time and assets necessary to prepare
this report.
7 Report on PCB Clean-up Against Against ShrHoldr
8 Report on Foreign Outsourcing Against Against ShrHoldr
ISS generally supports proposals that call for
increased disclosure on matters of importance to
shareholders. Such transparency can assist
shareholders in better evaluating the business risks
associated with their investment. However, the
benefits derived from this disclosure must be weighed
against the cost and burden of preparing the
information and the potential impacts that the
disclosure may have on company strategy or operations.
When evaluating proposals to review and report on
outsourcing or off-shoring, ISS looks at the nature
and scope of operations that a company is opting to
outsource as well as potential risks and benefits
associated with such a policy. Additionally, we
consider industry norms with regards to the type and
number of positions that are outsourced. Finally, we
consider the degree to which publishing a detailed
report on company outsourcing policies may provide
strategic insight to competitors while not disclosing
substantial, useful information to shareholders. In
this case we note that GE does outsource some service
and technical positions to foreign markets where the
company has determined that cost savings would
ultimately benefit the company and increase
shareholder value. Further we note that several of the
company's peers and competitors have outsourced
similar jobs. Additionally, detailed disclosure on the
company's policies regarding job outsourcing may not
provide benefits to shareholders commensurate with the
cost of preparing this report. As such, we do not
recommend support for the proposal at this time.
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9 Prepare Sustainability Report Against Against ShrHoldr
ISS generally supports proposals that seek additional
disclosure, as shareholders should be provided with
sufficient information in key business areas to fully
assess the risks associated with their investment.
When evaluating resolutions calling for a
sustainability report, ISS reviews the current
reporting policies of the company as they relate to
sustainability issues. Specifically, we examine the
existence and substance of an EHS or similar report,
code of corporate conduct, and diversity or equal
opportunity data, or a consolidated sustainability
report based on a widely accepted standard such as the
GRI. In this case, ISS notes that GE currently has
significant discussion of many sustainability issues
on the company website. This disclosure includes an
EHS report, diversity information, the GE Integrity
Policy, and information on community involvement and
philanthropic initiatives. Moreover, the company has
committed to publishing a consolidated report on
issues regarding environmental performance, social
initiatives, economic achievement, and corporate
citizenship in 2004. Therefore, while we will continue
to monitor the scope and level of disclosure at GE, we
believe that the company has substantially addressed
many of the issues noted by the proponent. As such, we
do not recommend support for the proposal at this
time.
10 Limit Composition of Management Against Against ShrHoldr
Development and Compensation
Committee to Independent Directors
Given that: (1) the company already has a policy in
place requiring that all key board committee members
be independent and (2) the company's Management
Development and Compensation Committee is currently
fully independent by NYSE, Council of Institutional
Investors, and ISS definitions, we do not believe this
item warrants shareholder support.
11 Report on Pay Disparity Against Against ShrHoldr
In the case of this proposal, we note that the
proponent is specifically asking for a comparison of
the compensation of the company's top executives with
that of its lowest compensated workers on a nationwide
basis and a report on any recommendations regarding
changing the current level of executive pay. Though
the disparity between the pay levels of entry-level
and executive employees has undoubtedly grown at many
U.S. companies over the past few decades, we note that
it is unlikely that the requested report would produce
a meaningful
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gauge for shareholders of whether GE's compensation
policies and pay levels are appropriate and effective
for employees at the senior executive level. While we
understand the proponent's concerns with escalating
CEO pay, we note that GE's compensation committee is
composed entirely of independent directors. Based on
our concerns regarding the utility of the proposed
report and the independence of the company's
compensation committee, we do not believe that
preparation of the requested report would yield
meaningful information to shareholders regarding the
efficacy of the company's executive compensation
policies and practices.
12 Limit Awards to Executives Against Against ShrHoldr
In light of the recent measures taken by the company
to make its executive and director equity compensation
practices more shareholder friendly (see Items 3 and
16), we believe that the proponent's request of a
cessation of all executive stock option programs and
bonus programs is unreasonable.
13 Limit Board Service for Other Against For ShrHoldr
Companies
In view of the increased demands placed on board
members, directors who are overextended may be
jeopardizing their ability to serve as effective
representatives of shareholders. Even if a person were
retired and devoted himself full time to
directorships, based on a full-time work schedule
(1,920 hours per year) and the estimated hours of
board service (300 per year), an individual could not
reasonably be expected to serve on more than six
boards. In view of this, ISS recommends that
shareholders withhold votes from directors who sit on
more than six public company boards. Service on boards
of subsidiary companies, private companies, or
non-profit organizations will be excluded. If a
director sits on several mutual fund boards within the
same fund family, it will count as one board. We note
that the company's policy is substantially similar to
the proponent's request. With regard to fully retired
directors, the proponent is requesting that board
service be limited to a total of five directorships.
Although the company's policy does not address whether
a director is retired or not, it also allows for a
total of five directorships as long as the director in
question does not serve as a CEO or in an equivalent
position. The proponent is also requesting that board
service for the company's non-retired directors be
limited to a total of three directorships while the
company places a three board limit on directors who
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serve as CEOs or in equivalent positions. Thus, one of
the differences between the proponent's request and
the company's policy lies in the treatment of
non-retired directors. In the case of non-retired
directors, the proponent advocates a total of three
directorships while the company currently provides for
a limit of five directorships, making the proponent's
request slightly more stringent than the company's
current policy. Another significant difference between
the proponent's request and the company's policy lies
in the enforcement mechanisms. While the company may
bypass the aforementioned limits with respect to
current directors, the proponent's request would not
give the company such leeway. In fact, it would
require an advisory shareholder vote in the event the
proposed policy is discontinued or materially changed.
Although the company maintains a policy regarding
overboarded directors, the policy permits the
maintenance of current directors who exceed these
limits if the board determines that such director's
service on the board would not be impaired. In fact,
the company has already made an exception with regard
to director Claudio Gonzalez, who sits on over six
other public company boards. The proponent's request
would not allow the company to bypass or alter these
limits without shareholder approval. Therefore, we
believe that the proponent's request represents a
preferable policy framework from a shareholder's
perspective. As such, we believe this item warrants
shareholder support.
14 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance structure
provides a satisfactory balance to a unified chairman
and CEO/president position.
15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr
Value
GE outperformed the S&P 500 Index but underperformed
the S&P 500 Industrials Index for one-year shareholder
returns. However, GE underperformed these indexes for
three-year shareholder returns. For five-year
shareholder returns, GE outperformed the S&P 500 Index
but underperformed the S&P 500 Industrials Index. In
the absence of other indicators that would suggest:
(1) the company is in a period of poor or sluggish
performance with no turnaround in sight and (2) the
board is entrenched, we believe that many of the
company's long-term shareholders would suffer if the
company was put into play and sold out at a relatively
depressed price. Given that the company regularly
reviews its businesses in terms of their global
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competitiveness, and makes adjustments when warranted
in order to maximize long-term value for shareholders,
we do not believe it should be required to engage the
services of an investment bank to explore the sale of
the company at this time. As such, this item does not
warrant shareholder support.
16 Adopt a Retention Ratio for Against Against ShrHoldr
Executives and Directors
ISS has long advocated director and executive stock
ownership as a mechanism of aligning executive and
shareholder interests. An alternative approach is the
use of a retention ratio or holding period. Such
guidelines require executives to hold a percentage of
the shares they receive from stock option exercise or
other equity awards (net of income taxes owed) either
for a specified period of time (a holding period) or
for their full term of employment with the company (a
retention ratio). Unlike traditional stock ownership
requirements, holding periods and retention ratios
provide for continuous stock accumulation by
executives, irrespective of the value of their share
holdings, while minimizing the possibility of abusive
short-term profiteering through inside information. A
disadvantage, however, is that stock retention
policies--particularly if applied for full
tenure--could lead to higher executive turnover if
executives can only take their wealth out of the firm
by leaving. While it is important to encourage
executive stock ownership, shareholders must be
mindful that it can be accomplished in a number of
ways. Therefore, shareholder proposals asking
companies to adopt retention ratios for their
executives should be evaluated on a case-by-case
basis. Targeted companies may already have some type
of stock ownership requirement, holding period,
retention ratio, or combination, which should be
reviewed for stringency. A rigorous stock ownership
guideline, for example, should go beyond the standard
5x salary for CEOs, with the multiple declining for
other executives. It is also important to consider how
easily the stock ownership threshold can be met.
Equity awards should not be included in the stock
ownership calculation for this purpose. A meaningful
retention ratio may also be an effective substitute to
traditional stock ownership guidelines-- i.e., at
least 50 percent of stock received from equity awards
(on a net proceeds basis) must be held for the
executive's tenure with the company. In addition to
any guidelines currently in place, shareholders should
take into account actual officer stock ownership at
the company and the degree to which it meets or
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exceeds the proponent's suggested holding
period/retention ratio or the company's own stock
ownership policies or retention requirements. Although
the company does not require a retention ratio, as
currently requested, for directors and officers, it
has other mechanisms in place that align director and
officer interests with shareholders' interests. These
include the aforementioned stock ownership
requirements and the one-year holding period for
executives. We also note the company's shift to a
long-term performance-based equity compensation
structure for its executives (40 percent) and deferred
stock units for its directors (60 percent). Given that
the company already has sufficient mechanisms and
policies in place to ensure the alignment of director
and officer interests - i.e. (1) stock ownership
guidelines, (2) holding period for executives, and (3)
a shift to a long-term performance-based equity
compensation structure, we do not believe this item
warrants shareholder support.
17 Require 70% to 80% Independent Board Against Against ShrHoldr
Given that: (1) the board is 73.3 percent independent
according to ISS definitions, (2) the company already
has a policy in place providing for a two-thirds
independent board, with a minimum of ten independent
directors at all times, and (3) the company has
voluntarily adopted additional, stricter independence
tests with respect to a director's affiliation with
non-profit organizations funded by the GE and
companies receiving loans from GE, we believe that the
company has taken sufficient steps to ensure the
maintenance of a supermajority independent board. As
such, this item does not warrant shareholder support.
18 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of GE, we note that the
company complies with federal, state, and local laws
regarding contributions to political candidates or
organizations. Additionally, much of the information
requested by the proponent is available on both
government and privately managed websites. Therefore,
the scope of the disclosure requested in this proposal
may not be substantially different from
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information currently available, and may not provide
any significant benefit to shareholders. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of company assets.
06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 36,600
1 Elect Directors For For Mgmt
1.1 Elect Director Percy N. Barnevik --- For
1.2 Elect Director John H. Bryan --- For
1.3 Elect Director Armando M. Codina --- For
1.4 Elect Director George M.C. Fisher --- For
1.5 Elect Director Karen Katen --- For
1.6 Elect Director Kent Kresa --- For
1.7 Elect Director Alan G. Lafley --- For
1.8 Elect Director Philip A. Laskawy --- For
1.9 Elect Director E.Stanley O'Neal --- For
1.10 Elect Director Eckhard Pfeiffer --- For
1.11 Elect Director G.Richard Wagoner, Jr. --- For
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Prohibit Awards to Executives Against Against ShrHoldr
ISS Analysis ISS supports the use of performance-based
pay and believes there should be strong linkage
between compensation and performance at the senior
executive level. However, ISS believes that issuers
should have some flexibility in determining the mix of
award types that would best align executives
incentives with those of shareholders. Deleting all
rights, options, SAR's and severance payments to top
management after expiration of existing plans or
commitments can unduly restrict the flexibility of the
Compensation Committee from designing executive
compensation. Therefore, ISS recommends a vote AGAINST
this proposal.
5 Separate Chairman and CEO Positions Against Against ShrHoldr
We believe that the company's governance structure
provides a satisfactory balance to a unified chairman
and CEO position and therefore recommend a vote
against this proposal.
6 Limit Composition of Committees to Against Against ShrHoldr
Independent Directors
7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
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As the company's current reporting addresses emissions
information, including company efforts to incorporate
advanced emissions reducing technology into the
company's fleet of vehicles in order to improve
overall fuel economy, we do not believe that the
preparation of an additional report is warranted at
this time.
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
ISS Analysis ISS generally supports the submission of
parachute provisions for shareholder ratification as
long as there is no requirement for prior shareholder
approval which would limit a board's negotiating
flexibility. Seeking shareholder approval after the
material terms of the contract are agreed upon would
give the board a framework to work within and prevent
the excessive "pay for failure" packages that have
been witnessed at some companies. Furthermore, we
believe that a company's parachute provisions should
be reasonable and not excessive. To be effective
without creating distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued employment
with the company. We recommend a vote in favor of this
proposal.
9 Establish Executive and Director Against Against ShrHoldr
Stock Ownership Guidelines
In this case, while the company has executive stock
ownership requirements of 1x to 5x salary, the actual
stock ownership of the CEO and some of the other
executive officers exceeds 7x salary. The company has
also updated its stock ownership guidelines for
directors since the filing of 2004 proxy statement
from 3x to 5x annual retainer for directors.
Therefore, ISS belives that the company substantially
meets what would be considered appropriate stock
ownership requirements for aligning the interests of
executives and directors with those of shareholders.
We recommend a vote AGAINST this proposal.
04/27/04 - A International Business 459200101 02/27/04 21,500
Machines Corp. *IBM*
1 Elect Directors For For Mgmt
1.1 Elect Director Cathleen Black --- For
We recommend a vote FOR the directors.
1.2 Elect Director Kenneth I. Chenault --- For
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1.3 Elect Director Carlos Ghosn --- For
1.4 Elect Director Nannerl O. Keohane --- For
1.5 Elect Director Charles F. Knight --- For
1.6 Elect Director Lucio A. Noto --- For
1.7 Elect Director Samuel J. Palmisano --- For
1.8 Elect Director John B. Slaughter --- For
1.9 Elect Director Joan E. Spero --- For
1.10 Elect Director Sidney Taurel --- For
1.11 Elect Director Charles M. Vest --- For
1.12 Elect Director Lorenzo H. Zambrano --- For
2 Ratify Auditors For For Mgmt
3 Ratify Auditors for the Company's For For Mgmt
Business Consulting Services Unit
4 Approve Executive Incentive Bonus For For Mgmt
Plan
ISS recognizes that incentive bonus plans such as this
one can be an important part of an executive's overall
pay package. Over the long term, stock prices are an
excellent indicator of management performance.
However, other factors, such as economic conditions
and investor reaction to the stock market in general,
and certain industries in particular, can greatly
impact the company's stock price. The performance
measures included under the plan are appropriate for
the company given its line of business, long-term
strategic objectives, and industry-specific measures
for assessing market competitiveness. The plan is
administered by a committee of independent outsiders,
who must certify attainment of these objective,
measurable performance goals before awards are paid to
participants. Additionally, preservation of the full
deductibility of all compensation paid reduces the
company's corporate tax obligation.
5 Provide for Cumulative Voting Against For ShrHoldr
ISS believes that cumulative voting is an important
tool in the protection of shareholders' rights, but
recognizes that the need for cumulative voting can be
offset if a company has other safeguards in place to
protect shareholders' rights and to promote management
accountability. Therefore, proposals to provide for
cumulative voting are evaluated based on an assessment
of a company's other corporate governance provisions.
ISS will recommend a vote against a proposal to
restore or provide for
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cumulative voting only if a company has the following
corporate governance provisions in place: an
annually-elected board comprising a majority of
independent directors; a nominating committee composed
solely of independent directors; confidential voting;
a shareholder right to call special meetings or to act
by written consent with 90 days' notice; the absence
of a dual-class capital structure; and absence of a
dead-hand poison pill. Moreover, the board may not
have the sole right to alter the size of the board
beyond a range established by shareholders. While not
required, ISS would prefer that a company also have a
published statement of board governance guidelines,
including a description of the process by which a
shareholder may submit a director nominee. In addition
to the governance requirements, ISS considers a
company's performance when evaluating a shareholder
proposal to restore or implement cumulative voting.
For ISS to recommend a vote against such a proposal,
the company's performance must be comparable to or
better than that of its peers, or the board must have
demonstrated its focus on increasing shareholder value
by taking action to improve performance.
In this case, the company fails to meet all of
the aforementioned corporate governance and
performance criteria. Specifically, the shareholders
do not have the ability to act by written consent
unless it is unanimous or to call special meetings.
6 Amend Pension and Retirement Against Against ShrHoldr
Medical Insurance Plans
ISS believes the scope of the proponent's proposal is
overly broad since it asks that all employees be
allowed to choose participation in the plan, which
could be costly to shareholders. Moreover, if the
company ultimately lost on these claims it would be
required to remedy the age discriminating effect of
its plans. Accordingly, we recommend a vote against
this proposal.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
Pension fund income can distort true operating
performance, which should be the basis for determining
executive bonuses and compensation rather than gains
from defined benefit plans. And because companies have
discretion in determining the assuptions to measure
pension obligation and expenses, there is potential
for manipulation. For example, J.P. Morgan Fleming
Asset Management found that the median expected annual
rate of return used among S&P 500 companies has
remained
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steady at 9.2 percent since 1997. Using a more
realistic assumption such as 6.5 percent would trim
$44 billion off S&P 500 profits just in 2003. ISS
agrees with the principle advanced by the proposal and
believes a cleaner measure of earnings should be
applied to performance pay. A number of companies are
adopting this concept, including General Electric,
Verizon Communications and Qwest Communications
International Inc.
8 Expense Stock Options Against For ShrHoldr
ISS supports the general principle motivating this
non-binding proposal. We agree with the growing
investor consensus that companies should expense the
costs associated with stock options in order to
increase the accuracy of their financial statements.
Although companies can choose to expense options, the
Financial Accounting Standards Board (FASB) does not
require it. Since the expensing of options lowers
earnings, most companies have elected not to do so.
Instead, most companies have opted to disclose option
values only in the footnotes to their annual reports.
In the absence of an accepted methodology with which
to value the contingent cost of stock options,
companies that have voluntarily expensed stock options
(some 350) have had flexibility in their selection of
a specific valuation methodology. Opponents of option
expensing argue that options are difficult to value
and expensing options could add complexity and
decrease transparency in financial reporting. However,
given the fact that stock options have become an
integral component of compensation, their value cannot
be ignored and treated as "no-cost" compensation.
Given that (1) many companies use stock options as a
significant component of overall compensation, (2) the
exercise of options result in a transfer of
shareholder value, and (3) the contingent cost of
options reduces earnings, we believe that options
should be expensed along with all other forms of
compensation to better reflect the company's true
earnings and provide additional discipline against
overuse.
9 Limit Awards to Executives Against Against ShrHoldr
ISS agrees with proponent's underlying rationale for
disclosure of executive compensation. However, the
liability threshold of $2,000 is arbitrary.
Furthermore, based on the independence of the
company's compensation committee, and the company's
existing disclosure regarding its compensation
practices, we agree with the board that the current
requirements for disclosure of executive compensation
are adequate
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and fair. Therefore, we do not believe that
shareholders would receive any meaningful benefit from
this additional disclosure requirement.
10 China Principles Against Against ShrHoldr
ISS reviews proposals to adopt the US Business
Principles for Human Rights of Workers in China,
giving consideration to a number of factors including:
the company's current workplace code of conduct or
adherence to other global standards and their
similarity to the Principles; agreements with foreign
suppliers to meet certain workplace standards; how
company and vendor facilities are monitored; peer
company adherence to the Principles; costs and
feasibility/legality of implementing the Principles;
and whether the company has been recently involved in
labor and human rights controversies or violations.
We recognize that the adoption and/or
enforcement of principles relating to internationally
accepted human rights standards can benefit
corporations operating in markets with documented
abuses. While the China Principles are specifically
defined to address issues in that country, we note
that other international labor and human rights
standards can also help the company satisfy this goal
while providing a broader framework for multinational
companies. In the case of IBM, we note that there is
one allegation of questionable human rights
performance at some of the company's overseas
operations, including locations in China; however, the
scope and severity of these claims did not appear
significant or could not be confirmed at the time of
this analysis. Additionally, the company has already
established a code of conduct for company operations
worldwide, and applies some aspects of this code to
its vendors, suppliers, and contractors. Of note, this
policy addresses many of the issues brought forth by
the China Principles. Moreover, we are concerned that
some of the aspects of the China Principles may be
beyond the company's control, such as prohibiting
police or military presence at the company's
operations. Thus, while we will continue to monitor
the allegations of human rights violations at IBM
facilities in China, we believe that committing to
adopt and implement the China Principles could prove
both costly and difficult. As such, while ISS
encourages IBM to evaluate and enhance its policies
and compliance standards for labor and human rights in
China, we do not feel that implementation of the China
Principles per se would significantly improve upon the
current policies implemented by the company.
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11 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of IBM, we note that the
company has a strict policy prohibiting the use of
company funds, assets, time, or equipment in a manner
that could be construed as supporting a political
campaign or candidate. Additionally, employees at IBM
are prohibited from making contributions as a
representative of the company. Since company policies
expressly prohibit political contributions, we do not
believe this proposal is supportable.
12 Report on Executive Compensation Against Against ShrHoldr
While ISS supports policies that link executive
compensation to appropriate performance metrics, we do
not believe that preparation of the requested report
would yield meaningful information to shareholders
regarding the efficacy of the company's executive
compensation policies and practices.
05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 47,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Martha F. Brooks --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider W. Craig McClelland.
We recommend that shareholders WITHHOLD votes from W.
Craig McClelland for standing as an affiliated
outsider on the Nominating Committee.
1.2 Elect Director James A. Henderson --- For
1.3 Elect Director Robert D. Kennedy --- For
1.4 Elect Director W. Craig McClelland --- Withhold
1.5 Elect Director Robert M. Amen --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.81 percent is within the allowable cap for
this company of 5.88 percent.
4 Amend Omnibus Stock Plan For For Mgmt
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The proposed amendments aim to revise the performance
goals to better link the annual incentive awards for
International Paper's executives to the achievement of
the company's financial and operating objectives.
Additionally, the plan is administered by a committee
of independent outsiders who must certify attainment
of these objective, measurable performance goals
before awards are granted to participants. Moreover,
preservation of the full deductibility of all
compensation paid reduces the company's corporate tax
obligation. We recommend a vote for this proposal.
5 Limit Executive Compensation Against Against ShrHoldr
05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 31,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 8.07 percent is within the allowable cap for
this company of 8.38 percent. Additionally, this plan
expressly forbids repricing.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
4 Ratify Auditors For For Mgmt
04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 28,700
*LEH*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
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04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 46,000
1 Elect Directors For Split Mgmt
1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For
We recommend a vote FOR the directors with the
exceptions of Joseph W. Ralston and Norman R.
Augustine. We recommend that shareholders WITHHOLD
votes from Joseph W. Ralston and Norman R. Augustine
for standing as affiliated outsiders on the Nominating
Committee.
1.2 Elect Director Nolan D. Archibald --- For
1.3 Elect Director Norman R. Augustine --- Withhold
1.4 Elect Director Marcus C. Bennett --- For
1.5 Elect Director Vance D. Coffman --- For
1.6 Elect Director Gwendolyn S. King --- For
1.7 Elect Director Douglas H. McCorkindale --- For
1.8 Elect Director Eugene F. Murphy --- For
1.9 Elect Director Joseph W. Ralston --- Withhold
1.10 Elect Director Frank Savage --- For
1.11 Elect Director Anne Stevens --- For
1.12 Elect Director Robert J. Stevens --- For
1.13 Elect Director James R. Ukropina --- For
1.14 Elect Director Douglas C. Yearley --- For
2 Ratify Auditors For For Mgmt
3 Report on Executive Ties to Against Against ShrHoldr
Government
ISS recognizes that companies can benefit from the
knowledge and expertise of former government workers.
These employees may be intimately familiar with the
internal processes of government procurement and
decision-making. The knowledge of such employees can
add real value to a company's operations. ISS shares
in the proponent's concern for potential conflicts of
interest at such companies, but in this case, the
company states that it has specific policies in place
to avoid such conflicts of interest. When appointing
high profile hires from the government, we note that
the company has generally issued a press release at
the time of hire. In addition, according to the
company, the government issues statements from agency
ethics officials on conflicts of interest or
restrictions. Moreover, the production of
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such a report annually could be costly without
providing substantial benefit to shareholders. Given
these factors, we see no reason to support this
request.
4 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Ideally, a pill should
include a two- to three-year sunset provision, a
reasonable flip-in (20 percent or higher), and a
chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer. In response to
proponent's argument, the board states in the proxy
that it would seek shareholder ratification within 12
months if it were to adopt a pill. The company has
indicated that it will also include this view as a
formal provision in its Corporate Governance
Guidelines at the next meeting of its board later this
month. In view of the company's commitment to put any
future pill to a shareholder vote within 12 months,
ISS believes that the objectives of this proposals
have already been achieved. Therefore, we recommend a
vote AGAINST this proposal.
5 Prohibit Auditor from Providing Against Against ShrHoldr
Non-Audit Services
We believe that companies should adopt a formal, written
policy on auditor independence. The value of a written
policy is twofold: first, it allows shareholders to
scrutinize and evaluate the particulars of the policy,
and second, it ensures that the policy survives beyond
the tenure of a particular management team or CEO. In
this case, the company states that the Audit and
Ethics Committee pre-approves and monitors all
services by Ernst & Young LLP, the company's
independent auditors, with the aim of ensuring the
independence and objectivity of the auditors so that
investor confidence is maintained. Therefore, we
believe this proposal does not warrant shareholder
support.
6 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
Generally, ISS believes that it may be inappropriate
to disclose detailed information about the contract
evaluation and bidding process to shareholders, as
provision of this data could give insight into
contractual agreements, thereby providing competition
with bidding advantages. Additionally, while ISS
supports a sustainable approach to
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business operations, we also note that the federal
government has stringent regulations regarding
military and weapons production, and the associated
contract bidding process. Moreover, Lockheed Martin
already discloses substantial information on these
matters both through public filings and the company
web site. Topics addressed in these forums include a
formal code of ethics, information on community and
philanthropic initiatives, diversity programs, an
environment, health and safety (EHS) report,
disclosure on company policies related to government
contract bidding, and appropriate financial
information on military or weapons related programs.
As such, we believe that the combination of federal
regulation, the current level of disclosure by
Lockheed Martin, and the necessity to limit disclosure
where it could affect the company's competitive
advantage outweigh the potential benefits that may be
derived from this proposal.
04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 23,200
1 Elect Directors For Split Mgmt
1.1 Elect Director William F. Allyn --- For
We recommend a vote FOR the directors with the
exception of independent outsider Richard E. Garman.
We recommend that shareholders WITHHOLD votes from
Richard E. Garman for poor attendance.
1.2 Elect Director Brent D. Baird --- For
1.3 Elect Director Robert J. Bennett --- For
1.4 Elect Director C. Angela Bontempo --- For
1.5 Elect Director Robert T. Brady --- For
1.6 Elect Director Emerson L. Brumback --- For
1.7 Elect Director Michael D. Buckley --- For
1.8 Elect Director Patrick J. Callan --- For
1.9 Elect Director R. Carlos Carballada --- For
1.10 Elect Director T. Jefferson Cunningham III --- For
1.11 Elect Director Donald Devorris --- For
1.12 Elect Director Richard E. Garman --- Withhold
1.13 Elect Director James V. Glynn --- For
1.14 Elect Director Derek C. Hathaway --- For
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1.15 Elect Director Daniel R. Hawbaker --- For
1.16 Elect Director Patrick W.E. Hodgson --- For
1.17 Elect Director Gary Kennedy --- For
1.18 Elect Director Richard G. King --- For
1.19 Elect Director Reginald B. Newman, II --- For
1.20 Elect Director Jorge G. Pereira --- For
1.21 Elect Director Michael P. Pinto --- For
1.22 Elect Director Robert E. Sadler, Jr. --- For
1.23 Elect Director Eugene J. Sheehy --- For
1.24 Elect Director Stephen G. Sheetz --- For
1.25 Elect Director Herbert L. Washington --- For
1.26 Elect Director Robert G. Wilmers --- For
2 Ratify Auditors For For Mgmt
04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 42,700
1 Elect Directors For For Mgmt
1.1 Elect Director Peter C. Wendell --- For
We recommend a vote FOR the directors.
1.2 Elect Director William G. Bowen --- For
1.3 Elect Director William M. Daley --- For
1.4 Elect Director Thomas E. Shenk --- For
1.5 Elect Director Wendell P. Weeks --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
4 Prohibit Awards to Executives Against Against ShrHoldr
5 Develop Ethical Criteria for Patent Against Against ShrHoldr
Extension
6 Link Executive Compensation to Against Against ShrHoldr
Social Issues
7 Report on Political Contributions Against Against ShrHoldr
8 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 16,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Frank W. Blue --- For
We recommend a vote FOR the directors with the
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exception of R. Madison Murphy. We recommend that
shareholders WITHHOLD votes from R. Madison Murphy for
standing as an affiliated outsider on the Audit
Committee.
1.2 Elect Director George S. Dembroski --- For
1.3 Elect Director Claiborne P. Deming --- For
1.4 Elect Director Robert A. Hermes --- For
1.5 Elect Director R. Madison Murphy --- Withhold
1.6 Elect Director William C. Nolan, Jr. --- For
1.7 Elect Director Ivar B. Ramberg --- For
1.8 Elect Director David J. H. Smith --- For
1.9 Elect Director Caroline G. Theus --- For
2 Ratify Auditors For For Mgmt
06/01/04 - A Nabors Industries, Ltd. *NBR* G6359F103 04/08/04 21,000
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
1.1 Elect Director James L. Payne --- For
These are routine board elections.
1.2 Elect Director Hans W. Schmidt --- For
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL TO CHANGE Against Against Mgmt
NABORS JURISDICTION OF
INCORPORATION FROM BERMUDA TO
DELAWARE.
ISS believes that support of this shareholder
resolution is not warranted at this time as the board
has adequately addressed many of the concerns
associated with this proposal. Based on our assessment
of the significant economic benefits to shareholders
and the company's good disclosure, transparency, and
the commitments made to reduce shareholders'
jurisdictional concerns, ISS recommends that
shareholders oppose this shareholder-requisitioned
proposal.
04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 53,400
1 Elect Directors For For Mgmt
1.1 Elect Director Michael S. Brown --- For
We recommend a vote FOR the directors.
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1.2 Elect Director M. Anthony Burns --- For
1.3 Elect Director Robert N. Burt --- For
1.4 Elect Director W. Don Cornwell --- For
1.5 Elect Director William H. Gray III --- For
1.6 Elect Director Constance J. Horner --- For
1.7 Elect Director William R. Howell --- For
1.8 Elect Director Stanley O. Ikenberry --- For
1.9 Elect Director George A. Lorch --- For
1.10 Elect Director Henry A. Mckinnell --- For
1.11 Elect Director Dana G. Mead --- For
1.12 Elect Director Franklin D. Raines --- For
1.13 Elect Director Ruth J. Simmons --- For
1.14 Elect Director William C. Steere, Jr. --- For
1.15 Elect Director Jean-Paul Valles --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 4.88 percent is within the allowable cap for
this company of 6.79 percent. Additionally, this plan
expressly forbids repricing.
4 Report on Operational Impact of Against Against ShrHoldr
HIV/AIDS, TB, and Malaria Pandemic
In this case, we believe that the company has taken
certain actions to help address the affects of this
healthcare crisis in emerging markets. These actions
are similar in nature and scope to those taken by
industry peers and competitors, and represent an
acknowledgement of the effect that the HIV/AIDS, TB,
and malaria pandemic could have on company strategy
and operations. As such, when considering the scope of
Pfizer's initiatives to address this crisis and
current level of disclosure, we do not believe that
the report requested in this proposal will provide
information to shareholders commensurate with the
potential difficulties and expenses of preparing the
report. Therefore, we do not recommend shareholder
support for the resolution at this time.
5 Cease Political Against Against ShrHoldr
Contributions/Activities
Interaction between corporate America and the
political process has been a topic of debate for
several years. Increasing scrutiny during and election
year and in the wake of corporate scandals has led to
a surge in shareholder activism on issues of political
contributions. Opponents of corporate political
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contributions argue that companies spending scarce
resources on expensive lobbying efforts and donating
to PACs would be better off investing that money on
new procedures that will better position the company
to deal with the coming regulations or improve its
operations. Conversely, corporate responses tend to
suggest that company involvement in the political
process can be beneficial to the business interests of
the company and, ultimately, shareholder value.
When reviewing requests for proposals on
political contributions, ISS takes into account the
scope and nature of the request, the company's
adherence to laws and regulations governing political
contributions, and company policies and additional
disclosure on such contributions. In this case, the
proponent has requested that the company completely
refrain from political contributions without providing
a business case for the resolution. Moreover, we note
that the company complies with all appropriate state
and federal laws regarding campaign contributions.
Therefore, based on the level of government oversight
on political contributions and lack of supporting
information for this proposal, ISS recommends that
shareholders vote against this item.
6 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Pfizer, we note that the
company follows all state and local laws regarding
contributions to political candidates or
organizations. Additionally, interested parties can
view information on the company's political
contributions and donations on a report published at
the end of each election cycle. Finally, the scope and
nature of the information requested in this proposal
may not be substantially different from data currently
available and could prove costly and difficult for the
company to publish in a formal report. As such, it
does not appear that preparing and publicizing such
reports in the manner requested by the proponent would
be the most effective use of shareholder funds.
7 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at the
annual meeting. Thus, shareholders can remove or
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reelect directors as they see fit.
8 Report on Drug Pricing Against Against ShrHoldr
When evaluating drug-pricing proposals, ISS considers
the economic benefits of providing subsidized drugs
(e.g., public goodwill) against the potential costs in
terms of reduced profits, lower R&D spending, and harm
to competitiveness. Additionally, the company's
current policies are taken into account, including any
existing subsidy or donor programs that make
life-saving pharmaceuticals more accessible to
financially needy patients. Finally, we consider the
degree to which peer companies have implemented price
restraints. Specifically, this proposal calls for the
company to limit price increases to a level below that
of the annual inflation rate, and report to
shareholders on these initiatives. While ISS generally
supports increased disclosure that may help
shareholders better evaluate their investment, the
cost and difficulty in generating this information
should be offset by benefits gained from the report.
In this case, we also note that the structure of the
proposal includes commitment to a pricing policy along
with the report. Pfizer has implemented several
programs to assist in increasing accessibility to
their products for the financially needy.
Additionally, the company provides information on
these discount, subsidy, and assistance programs in
its public filings and on the company website.
Finally, ISS agrees with the company that linking drug
pricing to the inflation rate may place the company at
a competitive disadvantage by artificially discounting
prices below those of competitors' products and
limiting resources to invest in research and
development. Therefore, ISS recommends that
shareholders vote against this proposal.
9 Limit Awards to Executives Against Against ShrHoldr
10 Amend Animal Testing Policy Against Against ShrHoldr
In this case, Pfizer has developed a policy that calls
for utilizing in vitro testing wherever possible
provided it complies with regulations and does not
effect the analysis of treatment effectiveness or
patient safety. Additionally, in some cases
alternative methods of testing may be not feasible or
meet criteria established by the government. Moreover,
the level of live animal testing at Pfizer appears to
be consistent with industry standards on the topic. As
such, ISS does not recommend shareholder support for
the resolution at this time.
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05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 43,649
1 Elect Directors For For Mgmt
2 Prohibit Awards to Executives Against Against ShrHoldr
05/18/04 - A ProLogis *PLD* 743410102 03/17/04 31,800
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
V. Vote Recommendation The total cost of the company's
plans of 2.05 percent is within the allowable cap for
this company of 5.36 percent.
3 Ratify Auditors For For Mgmt
06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 43,800
1 Elect Directors For For Mgmt
1.1 Elect Director Arthur F. Ryan --- For
1.2 Elect Director Gaston Caperton --- For
1.3 Elect Director Gilbert F. Casellas --- For
1.4 Elect Director Karl J. Krapek --- For
1.5 Elect Director Ida F.S. Schmertz --- For
2 Ratify Auditors For For Mgmt
3 Cease Charitable Contributions Against Against ShrHoldr
ISS generally believes that charitable contributions
are beneficial to the company when they are donated in
good faith and in the absence of gross negligence or
self-dealing of management. These contributions assist
in worthwhile causes and can help generate goodwill
within the community. Prudential Financial's
charitable contributions donate to causes that
management believes are beneficial to the communities
in which the company operates and in the best
interests of the company. Therefore, lacking evidence
to the contrary, we believe that continuing these
charitable contributions is in the best interests of
the shareholders.
4 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis. A
classified board can entrench management and
effectively preclude most takeover bids or proxy
contests. Board classification forces dissidents and
would-be acquirers to negotiate with the incumbent
board, which has the authority to decide on offers
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without a shareholder vote.
05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 24,878
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald M. Gross --- For
1.2 Elect Director Thomas I. Morgan --- For
1.3 Elect Director Katherine D. Ortega --- For
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 9.46 percent is within the allowable cap for
this company of 11.34 percent. Additionally, this plan
expressly forbids repricing. In 2003, the company
granted over 25 percent of its total grants to its top
five named executives.
04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 36,500
1 Elect Directors For For Mgmt
1.1 Elect Director James E. Barnes --- For
1.2 Elect Director James A. Henderson --- For
1.3 Elect Director John B. McCoy --- For
1.4 Elect Director S. Donley Ritchey --- For
1.5 Elect Director Joyce M. Roche --- For
1.6 Elect Director Patricia P. Upton --- For
2 Ratify Auditors For For Mgmt
3 Amend Bylaws For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
4 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of SBC Communications, we
note that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Moreover, the company's attorneys
closely monitor compliance with these laws. Finally,
the extensive scope of the reports
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requested in this proposal may not be substantially
different from information currently available and
could prove costly and difficult for the company to
publish in a formal report. As such, it does not
appear that preparing and publicizing such reports in
the manner requested by the proponent would be the
most effective use of shareholder funds.
5 Change Size of Board of Directors Against Against ShrHoldr
Given that: (1) the company's corporate governance
guidelines address the proponent's concern regarding
the size of the board and (2) the company has laid out
a plan to reduce the size of the board to 13 directors
by 2006, we do not believe this item warrants
shareholder support.
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 19,700
*SPG*
1 Elect Directors For For Mgmt
1.1 Elect Director Birch Bayh --- For
We recommend a vote FOR the directors.
1.2 Elect Director Melvyn E. Bergstein --- For
1.3 Elect Director Linda Walker Bynoe --- For
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director G. William Miller --- For
1.6 Elect Director J. Albert Smith, Jr. --- For
1.7 Elect Director Pieter S. van den Berg --- For
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
Absent a substantial role of the lead director, we
believe that a company of this size should be able to
find an independent qualified director willing to
serve as chairman.
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 30,200
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
1.1 Elect Director Eric Hippeau --- For
We recommend FOR the directors.
1.2 Elect Director Daniel Yih --- For
1.3 Elect Director Kneeland Youngblood --- For
2 Ratify Auditors For For Mgmt
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3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 12.11 percent is within the allowable cap for
this company of 12.26 percent.
4 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 18,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 48,700
1 Elect Directors For Split Mgmt
1.1 Elect Director John H. Biggs --- Withhold
1.2 Elect Director John E. Bryson --- Withhold
1.3 Elect Director Linda Z. Cook --- For
1.4 Elect Director Rozanne L. Ridgway --- Withhold
2 Reduce Supermajority Vote For For Mgmt
Requirement
3 Ratify Auditors For For Mgmt
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Adopt Amended Workplace Code of Against For ShrHoldr
Conduct
6 Declassify the Board of Directors Against For ShrHoldr
7 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
8 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
9 Adopt a Policy that will Commit Against For ShrHoldr
Executive & Directors to Hold at
least 75% of their Shares
10 Provide Employees Choice of Pension Against Against ShrHoldr
Plans at Retirement or Termination
04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 31,900
1 Elect Directors For For Mgmt
1.1 Elect Director P.F. Anschutz --- For
We recommend a vote FOR the directors.
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1.2 Elect Director R.K. Davidson --- For
1.3 Elect Director T.J. Donohue --- For
1.4 Elect Director A.W. Dunham --- For
1.5 Elect Director S.F. Eccles --- For
1.6 Elect Director I.J. Evans --- For
1.7 Elect Director J.R. Hope --- For
1.8 Elect Director M.W. Mcconnell ---
For
1.9 Elect Director S.R. Rogel --- For
1.10 Elect Director E. Zedillo --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.73 percent is within the allowable cap for
this company of 8.60 percent. Additionally, this plan
expressly forbids repricing.
3 Ratify Auditors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
While we do like some of the elements of the
restricted stock proposal, such as granting restricted
stock based on achievement of performance criteria and
disclosure of actual hurdle rates for the performance
criteria, given the fact that the proponent asks for a
complete substitution of options with restricted
stock, we believe the proposal is unduly restrictive.
5 Report on Political Against Against ShrHoldr
Contributions/Activities
When reviewing requests for proposals on political
contributions, ISS takes into account the scope and
nature of the request, the company's adherence to laws
and regulations governing political contributions, and
company policies and additional disclosure on such
contributions. In the case of Union Pacific, we note
that the company follows all state and local laws
regarding contributions to political candidates or
organizations. Additionally, interested parties can
request information on the company's political
contributions and donations through the company's
Governmental Affairs Department. Finally, the
extensive scope of the reports requested in this
proposal may not be substantially different from
information currently available and could prove costly
and difficult for the company to publish in a formal
report. As such, it does not appear that preparing and
publicizing such reports in the manner requested by
the proponent would be the most effective use of
shareholder funds.
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04/14/04 - A United Technologies Corp. 913017109 02/17/04 23,700
*UTX*
1 Elect Directors For For Mgmt
1.1 Elect Director Betsy J. Bernard --- For
We recommend a vote FOR the directors.
1.2 Elect Director George David --- For
1.3 Elect Director Jean-Pierre Garnier --- For
1.4 Elect Director Jamie S. Gorelick --- For
1.5 Elect Director Charles R. Lee --- For
1.6 Elect Director Richard D. McCormick --- For
1.7 Elect Director Harold McGraw III --- For
1.8 Elect Director Frank P. Popoff --- For
1.9 Elect Director H. Patrick Swygert --- For
1.10 Elect Director Andre Villeneuve --- For
1.11 Elect Director H. A. Wagner --- For
1.12 Elect Director Christine Todd Whitman --- For
2 Ratify Auditors For For Mgmt
3 Disclosure of Executive Compensation Against Against ShrHoldr
4 Develop Ethical Criteria for Against Against ShrHoldr
Military Contracts
5 Performance-Based/Indexed Options Against For ShrHoldr
6 Separate Chairman and CEO Positions Against For ShrHoldr
United Technologies Corporation has a 2/3 independent
board, all-independent key committees with committee
chairpersons nominated by independent directors and
established governance guidelines. However, the duties
of presiding director does not include approving
information sent to the board, approving meeting
agendas and schedules to assure that there is
sufficient time for discussion of all agenda items. We
believe that the company's governance structure does
not provide a satisfactory balance to a unified
chairman and CEO position.
05/12/04 - A Univision Communications Inc. 914906102 03/15/04 30,200
*UVN*
1 Elect Directors For Split Mgmt
1.1 Elect Director A. Jerrold Perenchio --- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsider John G. Perenchio,
and insiders McHenry T. Tichenor, Jr., Ray Rodriguez,
and A. Jerrold Perenchio. We recommend
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that shareholders WITHHOLD votes from McHenry T.
Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and
A. Jerrold Perenchio for failure to establish a
majority independent board and an independent
nominating committee.
1.2 Elect Director Fernando Aguirre --- For
1.3 Elect Director Harold Gaba --- For
1.4 Elect Director Alan F. Horn --- For
1.5 Elect Director John G. Perenchio --- Withhold
1.6 Elect Director Ray Rodriguez --- Withhold
1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 6.96 percent is within the allowable cap for
this company of 12.71 percent. Additionally, this plan
expressly forbids repricing.
04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 26,038
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Barker --- For
ISS Conclusion: Despite the fact that our pay-for-
performance criteria are not technically violated, we
are troubled by the aggregate amounts paid to the
company's top executives in light of the recent
negative shareholder returns. At this time, we
recommend a vote FOR all director nominees, but will
continue to monitor the company's compensation
practices and board accountability in the coming year.
1.2 Elect Director Richard L. Carrion --- For
1.3 Elect Director Robert W. Lane --- For
1.4 Elect Director Sandra O. Moose --- For
1.5 Elect Director Joseph Neubauer --- For
1.6 Elect Director Thomas H. O'Brien --- For
1.7 Elect Director Hugh B. Price --- For
1.8 Elect Director Ivan G. Seidenberg --- For
1.9 Elect Director Walter V. Shipley --- For
1.10 Elect Director John R. Stafford --- For
1.11 Elect Director Robert D. Storey --- For
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2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Against For ShrHoldr
Voting
ISS Conclusion: In this case, the company fails to
meet all of the aforementioned corporate governance
and performance criteria. Accordingly, the proposal
warrants shareholder support.
4 Require Majority of Independent Against Against ShrHoldr
Directors on Board
ISS Conclusion: Because the company already satisfies
ISS guidelines on independence and has already
established a formal independence policy that goes
above and beyond ISS requirements, we believe that
this proposal does not warrant shareholder support.
5 Separate Chairman and CEO Positions Against For ShrHoldr
ISS Conclusion: Absent an offsetting governance
structure, we believe that a company of this size
should be able to find two qualified people willing to
serve in the separate positions of chairman and CEO.
6 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
ISS Conclusion: Because poison pills greatly alter the
balance of power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans.
7 Submit Executive Compensation to Against For ShrHoldr
Vote
ISS Conclusion: Because the SERP may confer
extraordinary benefits not included in employee-wide
plans, we believe that the proposal warrants
shareholder support.
8 Prohibit Awards to Executives Against Against ShrHoldr
ISS Conclusion:
We cannot support the outright prohibition on tracking
stock equity awards called for in this proposal.
Should the company in the future decide to issue a
tracking stock and concurrent awards, we would apply
our analytical criteria at that point to decide
whether such awards deserve shareholder support.
9 Report on Stock Option Distribution Against Against ShrHoldr
by Race and Gender
ISS Conclusion: In light of the company's commitment
to racial and gender diversity and the current level
of disclosure on these issues, we do not believe that
the report specified by this proposal is necessary at
this time.
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10 Report on Political Against Against ShrHoldr
Contributions/Activities
ISS Conclusion: We agree with management on this
issue. The laws that govern a company's political
activities and the company's commitment to employees'
rights regarding political activities are stringent
enough to ensure political nonpartisanship.
11 Cease Charitable Contributions Against Against ShrHoldr
ISS Conclusion: We do not believe that the fees in
question represent dubious or unreasonable charges and
agree with the company that eliminating such charges
could result in a competitive disadvantage in the
industry.
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07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 17,200
1 Elect Directors For For
1.1 Elect Director James W. Hovey --- For
We recommend a vote FOR the directors.
1.2 Elect Director Paula A. Sneed --- For
1.3 Elect Director David M. Stout --- For
1.4 Elect Director William O. Albertini --- For
2 Approve Employee Stock Purchase Plan For For
ISS approves of this plan because it complies with
Section 423 of the Internal Revenue Code, the number
of shares being reserved is relatively conservative,
the offering period is reasonable, and there are
limits on participation.
3 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
4 Ratify Auditors For For
08/13/03 - A Bradley Pharmaceuticals, Inc. 104576103 06/27/03 19,400
*BDY*
1 Elect Directors For Split
1.1 Elect Director Bruce Simpson as
Common Stock Director --- Withhold
For the holders of common stock, we recommend that
shareholders vote FOR Alan Wolin, Ph.D., but WITHHOLD
votes from affiliated outsiders Steven Kriegsman and
Bruce Simpson for failure to establish an independent
nominating committee. For the holders of Class B
common stock, we recommend that shareholders vote FOR
the directors with the exception of insiders Daniel
and Iris Glassman for standing as insiders on the
Compensation Committee and for failure to establish an
independent nominating committee.
1.2 Elect Director Alan Wolin, Ph.D. as
Common Stock Director --- For
1.3 Elect Director Steven Kriegsman as
Common Stock Director --- Withhold
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1.4 Elect Director Daniel Glassman as
Class B Common Stock Director --- Withhold
1.5 Elect Director Iris Glassman as
Class B Common Stock Director --- Withhold
1.6 Elect Director Andre Fedida, M.D.
as Class B Common Stock Director --- For
1.7 Elect Director Michael Bernstein as
Class B Common Stock Director --- For
1.8 Elect Director C. Ralph Daniel, III, M.D.
as Class B Common Stock Director --- For
07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 3,200
1 Elect Directors For For
1.1 Elect Director Dan W. Cook III --- For
We recommend a vote FOR the directors.
1.2 Elect Director Thomas J. Falk --- For
1.3 Elect Director Laurence E. Hirsch --- For
1.4 Elect Director Thomas M. Schoewe --- For
2 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
3 Approve Omnibus Stock Plan For Against
Vote Recommendation
We commend the company for expressly forbidding the
repricing of stock options under the plan. However,
the total cost of the company's plans of 11.85 percent
is above the allowable cap for this company of 8.56
percent.
4 Ratify Auditors For For
09/03/03 - A Commonwealth Telephone 203349105 06/20/03 5,600
Enterprises, Inc. *CTCO*
1 Elect Directors For Split
1.1 Elect Director Walter Scott, Jr. --- For
We recommend a vote FOR the directors with the
exception of David C. McCourt. We recommend that
shareholders WITHHOLD votes from David C.
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McCourt for failure to establish an independent
nominating committee.
1.2 Elect Director David C. Mitchell --- For
1.3 Elect Director David C. McCourt --- Withhold
1.4 Elect Director Daniel E. Knowles --- For
2 Ratify Auditors For For
3 Convert Class B common shares into For For
common shares
ISS has long advocated against dual-class structures
with unequal voting rights, which adversely impacts
the rights of common shareholders. Therefore we
commend the company for eliminating this dual class
structure. The dilution arising from the conversion is
low and the premium appears to be within the range of
comparable trading premiums for higher voting stock of
companies with dual class structures with unequal
voting rights. Therefore we believe the transaction
aligns the economic interests and voting control of
Class B shareholders with common shareholders and
provides flexibility for future financing or business
combination transactions.
4 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to continue
pressing shareholders for more votes.
08/04/03 - A Gart Sports Co. 366630101 06/18/03 15,500
1 Elect Directors For Split
1.1 Elect Director Gordon D. Barker --- For
We recommend a vote FOR the directors with the
exceptions of Jonathan D. Sokoloff, Jonathan A.
Seiffer, Marilyn Oshman, and John Douglas Morton for
failure to establish an independent nominating
committee. We also recommend that shareholders
WITHHOLD votes from Jonathan A. Seiffer for standing
as an affiliated outsider on the Audit Committee,
Jonathan D. Sokoloff for standing as an affiliated
outsider on the Compensation Committee.
1.2 Elect Director Peter R. Formanek --- For
1.3 Elect Director John Douglas Morton --- Withhold
1.4 Elect Director Marilyn Oshman --- Withhold
1.5 Elect Director Jonathan A. Seiffer --- Withhold
1.6 Elect Director Jonathan D. Sokoloff --- Withhold
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1.7 Elect Director Larry D. Strutton --- For
2 Approve Merger Agreement For For
Conclusion: Based on the fairness opinion and
the potential strategic synergies, we believe
the merger agreement warrants shareholder
support.
3 (i) Change Company Name For For
3 (ii Increase Authorized Preferred and For Against
Common Stock
The requested increase of 53,000,000 shares is above
the allowable threshold of 48,400,000 shares.
Additional authorized stock could improve the
company's ability to finance growth or acquire other
companies. However, companies can use blank check
preferred stock as a takeover defense by placing
blocks of shares with parties friendly to management.
Also, blank check preferred shares can substantially
dilute common shareholders' voting power and equity
interest. Finally, preferred shareholders receive
dividends and distributions in liquidation before
holders of common stock. In this case, the company
already has authorized blank check preferred stock and
has issued none. In the absence of a more compelling
reason to increase the authorization, there is no
legitimate reason to do so.
4 Approve Omnibus Stock Plan For Against
Vote Recommendation Although the total cost of the
company's plans of 11.31 percent is within the
allowable cap for this company of 15.70 percent, the
plan allows repricing of underwater stock options
without shareholder approval, which we believe reduces
the incentive value of the plan.
5 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
6 Adjourn Meeting For Against
Once their votes have been cast, there is no
justification for spending more money to continue
pressing shareholders for more votes.
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08/14/03 - A Polo Ralph Lauren Corp. *RL* 731572103 06/19/03 13,600
1 Elect Directors For Split
1.1 Elect Director Arnold H. Aronson as
Class A Director --- Withhold
We recommend a vote FOR the directors with the
exception Arnold H. Aronson for failure to establish
an independent nominating committee.
1.2 Elect Director Dr. Joyce F. Brown
as Class A Director --- For
2 Amend Executive Incentive Bonus Plan For For
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
3 Ratify Auditors For For
09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 4,100
1 Increase Authorized Common Stock For For
08/08/03 - A Zoran Corp. *ZRAN* 98975F101 06/30/03 14,200
1 Approve Merger Agreement For For
Conclusion: Based on the market premium and the
fairness opinion, we believe the merger
agreement warrants shareholder support.
2 Elect Directors For For
2.1 Elect Director Levy Gerzberg --- For
We recommend a vote FOR the directors.
2.2 Elect Director Uzia Galil --- For
2.3 Elect Director James D. Meindl --- For
2.4 Elect Director James B. Owens, Jr. --- For
2.5 Elect Director Arthur B. Stabenow --- For
2.6 Elect Director Philip M. Young --- For
3 Increase Authorized Common Stock For For
The requested increase of 50,000,000 shares is below
the allowable threshold of 82,500,000 shares.
4 Amend Employee Stock Purchase Plan For For
ISS approves of this item because the plan complies
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Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
WESTWOOD SMALL CAP FUND
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with Section 423 of the Internal Revenue Code, the
number of shares being added is relatively
conservative, the offering period is reasonable, and
there are limitations on participation.
5 Ratify Auditors For For
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Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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09/25/03 - A American Financial Realty Trust 02607P305 08/08/03 8,600
*AFR*
1 Declassify the Board of Directors For For
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
2.a.1 Elect Trustee Glenn Blumenthal For For
We recommend a vote FOR the directors.
2.a.2 Elect Trustee John M. Eggemeyer III For For
2.a.3 Elect Trustee Raymond Garea For For
2.a.4 Elect Trustee Michael J. Hagan For For
2.a.5 Elect Trustee John P. Hollihan III For For
2.a.6 Elect Trustee William M. Kahane For For
2.a.7 Elect Trustee Richard A. Kraemer For For
2.a.8 Elect Trustee Lewis S. Ranieri For For
2.a.9 Elect Trustee Nicholas S. Schorsch For For
2.a.0 Elect Trustee J. Rock Tonkel For For
2.b.1 Elect Trustee Glenn Blumenthal For For
We recommend a vote FOR the directors.
2.b.2 Elect Trustee Raymond Garea For For
2.b.3 Elect Trustee William M. Kahane For For
3 Amend Omnibus Stock Plan For For
Vote Recommendation The total cost of the company's
plans of 6.50 percent is within the allowable cap for
this company of 12.77 percent. Additionally, this plan
expressly forbids repricing.
09/26/03 - A Catellus Development Corp. 149111106 08/14/03 10,900
*CDX*
1 Approve Merger Agreement For For
2 Elect Directors For Split
2.1 Elect Director Joseph F. Alibrandi --- For
We recommend a vote FOR the directors with the
exception of Deanna W. Oppenheimer. We recommend that
shareholders WITHHOLD votes from Deanna W. Oppenheimer
for standing as an affiliated outsider on the
Nominating Committee.
2.2 Elect Director Stephen F. Bollenbach --- For
2.3 Elect Director Daryl J. Carter --- For
2.4 Elect Director Richard D. Farman --- For
2.5 Elect Director Christine Garvey --- For
2.6 Elect Director William M. Kahane --- For
2.7 Elect Director Leslie D. Michelson --- For
2.8 Elect Director Deanna W. Oppenheimer --- Withhold
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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- ---------------------------------------------------------------------------------------------------------------
10/15/03 - A Briggs & Stratton Corp. *BGG* 109043109 08/21/03 900
1 Elect Directors For For
11/25/03 - A CBRL Group, Inc. *CBRL* 12489V106 09/26/03 6,800
1 Elect Directors For Split
1.1 Elect Director James D. Carreker --- For
1.2 Elect Director Robert V. Dale --- For
1.3 Elect Director Dan W. Evins --- For
1.4 Elect Director Robert C. Hilton --- For
1.5 Elect Director Charles E. Jones, Jr. --- For
1.6 Elect Director B. F. 'Jack' Lowery --- Withhold
1.7 Elect Director Gordon L. Miller --- For
1.8 Elect Director Martha M. Mitchell --- Withhold
1.9 Elect Director Andrea M. Weiss --- For
1.10 Elect Director Jimmie D. White --- Withhold
1.11 Elect Director Michael A. Woodhouse --- For
2 Ratify Auditors For For
11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 9,200
1 Increase Authorized Common Stock For For
The requested increase of 50,000,000 shares is below
the allowable threshold of 80,000,000 shares.
11/07/03 - A II-VI Inc. *IIVI* 902104108 09/10/03 15,100
1 Elect Directors For Split
1.1 Elect Director Duncan A.J. Morrison --- Withhold
We recommend a vote FOR the directors with the
exception of Duncan A.J. Morrison. We recommend that
shareholders WITHHOLD votes from Audit Committee
member Duncan A.J. Morrison for paying excessive
non-audit fees.
1.2 Elect Director Marc Y.E. Pelaez --- For
2 Ratify Auditors For Against
Shareholder Proposal
3 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
In this case, the company's rights plan was not
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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- ---------------------------------------------------------------------------------------------------------------
approved by shareholders nor does it embody the above
features that ISS recommends. We therefore agree with
the proponent that the current pill should be redeemed
and any new pill be put to a shareholder vote.
11/24/03 - A International Rectifier Corp. 460254105 09/26/03 6,100
*IRF*
1 Elect Directors For For
1.1 Elect Director James D. Plummer --- For
We recommend a vote FOR the directors.
1.2 Elect Director Minoru Matsuda --- For
1.3 Elect Director Robert S. Attiyeh --- For
2 Amend Employee Stock Purchase Plan For For
ISS approves of this item because the plan complies
with Section 423 of the Internal Revenue Code, the
number of shares being added is relatively
conservative, the offering period is reasonable, and
there are limitations on participation.
3 Amend Omnibus Stock Plan For Against
Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
company's plans of 20.24 percent is above the
allowable cap for this company of 12.77 percent.
4 Ratify Auditors For For
12/11/03 - S K-Swiss, Inc. *KSWS* 482686102 11/03/03 7,100
1 Increase Authorized Common Stock For Against
The requested increase of 54,000,000 shares is below
the allowable threshold of 63,000,000 shares. However,
this request is bundled with a request to increase the
number of authorized Class B common shares. ISS
advocates a one-share, one-vote policy and frowns on
companies that have different classes of common stock
with disparate voting rights. This effectively gives
one class of shareholders, and, in this case, one
insider, disproportionate voting power in the company
in relation to its equity position. As such, we do not
believe that this proposal warrants shareholder
support.
11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 6,300
1 Elect Directors For For
1.1 Elect Director Peter C. Farrell, Ph.D. --- For
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
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- ---------------------------------------------------------------------------------------------------------------
We recommend a vote FOR the directors.
1.2 Elect Director Gary W. Pace, Ph.D. --- For
2 Approve Employee Stock Purchase Plan For For
ISS approves of this plan because it complies with
Section 423 of the Internal Revenue Code, the number
of shares being reserved is relatively conservative,
the offering period is reasonable, and there are
limits on participation.
3 Approve Increase in Non-Executive For For
Director Fees
We believe these fees represent an appropriate form of
compensation for the company's directors. As such,
this item warrants shareholder approval.
4 Ratify Auditors For For
11/04/03 - A Southern Union Co. *SUG* 844030106 09/15/03 11,130
1 Elect Directors For Split
1.1 Elect Director John E. Brennan --- For
We recommend a vote FOR the directors with the
exception of Frank W. Denius, from whom we recommend
shareholders WITHHOLD votes for standing as an
affiliated outsider on the Audit, Compensation, and
Nominating committees.
1.2 Elect Director Frank W. Denius --- Withhold
1.3 Elect Director Ronald W. Simms --- For
2 Approve Omnibus Stock Plan For Against
Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
company's plans of 8.26 percent is above the allowable
cap for this company of 5.15 percent.
3 Approve Executive Incentive Bonus For For
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
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Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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Vote Summary Report
03/02/04 - A Engineered Support Systems, 292866100 01/16/04 7,200
Inc. *EASI*
1 Elect Directors For Split
1.1 Elect Director William H.T. Bush --- For
We recommend a vote FOR the directors with the
exceptions of affiliated outsider Earl W. Wims, Ph.D.
and independent outsider General Crosbie E. Saint. We
recommend that shareholders WITHHOLD votes from
General Crosbie E. Saint for poor attendance and Earl
W. Wims, Ph.D. for standing as an affiliated outsider
on the Compensation Committee.
1.2 Elect Director Gerald E. Daniels --- For
1.3 Elect Director Ronald W. Davis --- For
1.4 Elect Director S. Lee Kling --- For
1.5 Elect Director General Crosbie E. Saint --- For
1.6 Elect Director Earl W. Wims, Ph.D. --- Withhold
2 Approve Stock Option Plan For For
V. Vote Recommendation The total cost of the company's
plans of 11.31 percent is within the allowable cap for
this company of 12.75 percent. Additionally, this plan
expressly forbids repricing.
3 Approve Stock Option Plan For For
VI. Vote Recommendation The total cost of the
company's plans of 11.31 percent is within the
allowable cap for this company of 12.75 percent.
Additionally, this plan expressly forbids repricing.
02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 13,600
1 Elect Directors For For
01/26/04 - S International Rectifier Corp. 460254105 12/19/03 6,100
*IRF*
1 Increase Authorized Common Stock For For
The requested increase of 180,000,000 shares is below
the allowable threshold of 217,500,000 shares.
01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 11,600
1 Elect Directors For For
1.1 Elect Director Heinrich Stenger --- For
We recommend that shareholders vote FOR Heinrich
Stenger but WITHHOLD votes from Audit Committee member
William D. Walker for paying excessive non-
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
WESTWOOD SMALL CAP FUND
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- ---------------------------------------------------------------------------------------------------------------
audit fees.
1.2 Elect Director William D. Walker --- For
01/26/04 - A Schnitzer Steel Industries, 806882106 11/28/03 7,700
Inc. *SCHN*
1 Elect Directors For Split
1.1 Elect Director Robert W. Philip --- Withhold
We recommend a vote FOR the directors with the
exceptions of Scott Lewis, Jean S. Reynolds, Carol S.
Lewis, Dori Schnitzer, Gary Schnitzer, Kenneth M.
Novack, and Robert W. Philip. We recommend that
shareholders WITHHOLD votes from Scott Lewis, Jean S.
Reynolds, Carol S. Lewis, Dori Schnitzer, Gary
Schnitzer, Kenneth M. Novack, and Robert W. Philip for
failure to establish an independent nominating
committee. Note that the company indicated in its
proxy statement that it intends to appoint a
nominating committee in 2004.
1.2 Elect Director Kenneth M. Novack --- Withhold
1.3 Elect Director Gary Schnitzer --- Withhold
1.4 Elect Director Dori Schnitzer --- Withhold
1.5 Elect Director Carol S. Lewis --- Withhold
1.6 Elect Director Jean S. Reynolds --- Withhold
1.7 Elect Director Scott Lewis --- Withhold
1.8 Elect Director Robert S. Ball --- For
1.9 Elect Director William A. Furman --- For
1.10 Elect Director Ralph R. Shaw --- For
Shareholder Proposal
2 Require Majority of Independent Against For
Directors on Board
Although ISS has a different definition for
classifying independent directors, we believe this
proposal sends an important message to management and
is in shareholders' best interests.
03/17/04 - A Shuffle Master, Inc. *SHFL* 825549108 01/27/04 10,800
1 Elect Directors For For
1.1 Elect Director Mark L. Yoseloff --- For
We recommend a vote FOR the directors.
1.2 Elect Director Garry W. Saunders --- For
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Jan 01, 2004 - Mar 31, 2004
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- ---------------------------------------------------------------------------------------------------------------
1.3 Elect Director Ken Robson --- For
1.4 Elect Director Don R. Kornstein --- For
2 Approve Omnibus Stock Plan For For
V. Vote Recommendation The total cost of the company's
plans of 12.19 percent is within the allowable cap for
this company of 19.96 percent. Additionally, this plan
expressly forbids repricing.
3 Approve Non-Employee Director For For
Omnibus Stock Plan
VI. Vote Recommendation The total cost of the
company's plans of 9.15 percent is within the
allowable cap for this company of 19.96 percent.
Additionally, this plan expressly forbids repricing.
02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 11,200
*SYD*
1 Elect Directors For For
1.1 Elect Director James R. Parks --- For
We recommend a vote FOR the directors.
1.2 Elect Director Floyd W. Pickrell, Jr. --- For
1.3 Elect Director William E. B. Siart --- For
02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 14,700
1 Elect Directors For For
1.1 Elect Director Li-San Hwang --- For
We recommend a vote FOR the directors.
1.2 Elect Director James M. Jaska --- For
1.3 Elect Director J. Christopher Lewis --- For
1.4 Elect Director Patrick C. Haden --- For
1.5 Elect Director James J. Shelton --- For
1.6 Elect Director Daniel A. Whalen --- For
1.7 Elect Director Hugh M. Grant --- For
1.8 Elect Director Richard H. Truly --- For
2 Amend Employee Stock Purchase Plan For For
ISS approves of this item because the plan complies
with Section 423 of the Internal Revenue Code, the
number of shares being added is relatively
conservative, the offering period is reasonable, and
there are limitations on participation.
3 Ratify Auditors For For
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Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 5,400
1 Classify the Board of Directors For Against Mgmt
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis. A
classified board can entrench management and
effectively preclude most takeover bids or proxy
contests. Board classification forces dissidents and
would-be acquirers to negotiate with the incumbent
board, which has the authority to decide on offers
without a shareholder vote.
2 Elect Directors For For Mgmt
2.1 Elect Director Julian R. Geiger --- For
We recommend a vote FOR the directors.
2.2 Elect Director John S. Mills --- For
2.3 Elect Director Bodil Arlander --- For
2.4 Elect Director Ronald L. Beegle --- For
2.5 Elect Director Mary Elizabeth Burton --- For
2.6 Elect Director Robert B. Chavez --- For
2.7 Elect Director David Edwab --- For
2.8 Elect Director John D. Howard --- For
2.9 Elect Director David B. Vermylen --- For
3 Approve Executive Incentive Bonus For For Mgmt
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before bonus awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
05/13/04 - A AMCOL International Corp. 02341W103 03/19/04 11,800
*ACO*
1 Elect Directors For For Mgmt
05/27/04 - A Anteon International Corp. 03674E108 03/29/04 4,200
*ANT*
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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- ---------------------------------------------------------------------------------------------------------------
V. Vote Recommendation The total cost of the company's
plans of 10.21 percent is within the allowable cap for
this company of 19.55 percent.
3 Ratify Auditors For For Mgmt
04/28/04 - A August Technology Corporation 05106U105 03/04/04 14,600
*AUGT*
1 Fix Number of Directors For For Mgmt
2 Elect Directors For For Mgmt
2.1 Elect Director Jeff L. O'Dell --- For
We recommend a vote FOR the directors.
2.2 Elect Director Michael W. Wright --- For
3 Amend Stock Option Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 11.68 percent is within the allowable cap for
this company of 12.53 percent. Additionally, this plan
expressly forbids repricing.
4 Ratify Auditors For For Mgmt
06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/15/04 - A Bradley Pharmaceuticals, Inc. 104576103 04/26/04 4,900
*BDY*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael Bernstein --- Withhold
We recommend a vote FOR Steven Kriegsman, but WITHHOLD
votes from all of the other nominees. We recommend
that shareholders WITHHOLD votes from affiliated
outsider Alan Wolin, Ph.D. for standing as an
affiliated outsider on the Audit, Compensation, and
Nominating committees and for failure to establish a
majority independent board and from affiliated
outsider Michael Bernstein for standing as an
affiliated outsider on the Audit and Compensation
committees and for failure to establish a majority
independent board.
1.2 Elect Director Steven Kriegsman --- For
1.3 Elect Director Alan Wolin, Ph.D. --- Withhold
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
Mtg Company/ Mgmt Vote Record Shares
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04/08/04 - S California Amplifier, Inc. 129900106 03/08/04 15,700
*CAMP*
1 Issue Shares in Connection with an For For Mgmt
Acquisition
ISS Conclusion: Based on the stated strategic
rationale for the merger and the favorable market
reaction to the news of the deal, we believe the
merger agreement warrants shareholder support.
05/03/04 - A Central European Distribution 153435102 03/12/04 8,700
Corporation *CEDC*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
The requested increase of 20,000,000 shares is below
the allowable threshold of shares.
3 Ratify Auditors For For Mgmt
05/24/04 - A Ceradyne, Inc. *CRDN* 156710105 04/16/04 6,900
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
06/07/04 - A Deckers Outdoor Corp. *DECK* 243537107 04/15/04 7,300
1 Elect Directors For For Mgmt
1.1 Elect Director John A. Kalinich --- For
We recommend a vote FOR the directors.
1.2 Elect Director Rex A. Licklider --- For
2 Ratify Auditors For For Mgmt
05/24/04 - A Digital Insight Corp. *DGIN* 25385P106 03/31/04 10,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A Digitalnet Holdings, Inc. 25389B103 04/21/04 4,400
*DNET*
1 Elect Directors For For Mgmt
1.1 Elect Director Ken S. Bajaj --- For
We recommend a vote FOR the directors.
1.2 Elect Director Craig A. Bondy --- For
1.3 Elect Director Philip A. Canfield --- For
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Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
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- ---------------------------------------------------------------------------------------------------------------
1.4 Elect Director Alan G. Merten --- For
1.5 Elect Director Edward C. Meyer --- For
1.6 Elect Director Richard N. Perle --- For
1.7 Elect Director Bruce V. Rauner --- For
1.8 Elect Director Stuart J. Yarbrough --- For
05/11/04 - A Epicor Software Corporation 29426L108 03/15/04 17,500
*EPIC*
1 Elect Directors For For Mgmt
1.1 Elect Director L. George Klaus --- For
We recommend a vote FOR the directors.
1.2 Elect Director Donald R. Dixon --- For
1.3 Elect Director Thomas F. Kelly --- For
1.4 Elect Director Harold D. Copperman --- For
1.5 Elect Director Robert H. Smith --- For
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
04/20/04 - A eResearch Technology, Inc. 29481V108 03/11/04 9,100
*ERES*
1 Elect Directors For Split Mgmt
1.1 Elect Director Sheldon M. Bonovitz --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Sheldon M. Bonovitz.
We recommend that shareholders WITHHOLD votes from
Sheldon M. Bonovitz for failure to establish a
majority independent board.
1.2 Elect Director Gerald A. Faich --- For
1.3 Elect Director Elam M. Hitchner --- For
2 Increase Authorized Common Stock For For Mgmt
3 Ratify Auditors For For Mgmt
05/24/04 - A Euronet Worldwide Inc. *EEFT* 298736109 04/09/04 17,400
1 Elect Directors For For Mgmt
1.1 Elect Director Michael J. Brown --- For
1.2 Elect Director M. Jeannine Strandjord --- For
1.3 Elect Director Andrew B. Schmitt --- For
2 Amend Omnibus Stock Plan For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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V. Vote RecommendationThe total cost of the company's
plan is 16.03 percent, which is within the allowable
cap for this company of 19.89 percent.
05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 6,300
*EVG*
1 Elect Directors For Withhold Mgmt
1.1 Elect Director Dennis R. Carlton --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders WITHHOLD
votes from independent outsider Arthur L. Smith, and
insiders Mark S. Sexton and Dennis R. Carlton for
failing to remove a dead-hand, slow-hand, or similar
feature in the company's poison pill.
1.2 Elect Director Mark S. Sexton --- Withhold
1.3 Elect Director Arthur L. Smith --- Withhold
2 Ratify Auditors For For Mgmt
05/11/04 - A FARO Technologies, Inc. *FARO* 311642102 03/17/04 9,800
1 Elect Directors For For Mgmt
1.1 Elect Director Norman Schipper, Q.C. --- For
We recommend a vote FOR the directors.
1.2 Elect Director John Caldwell --- For
2 Approve Omnibus Stock Plan For Against Mgmt
V. Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
company's plans of 15.71 percent is above the
allowable cap for this company of 12.04 percent.
06/15/04 - A First Cash Financial Services, 31942D107 04/30/04 10,250
Inc *FCFS*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
V. Vote Recommendation We commend the company for
expressly forbidding the repricing of stock options
under the plan. However, the total cost of the
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Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
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company's plans of 22.77 percent is above the
allowable cap for this company of 19.97 percent.
4 Ratify Auditors For For Mgmt
06/17/04 - A Hot Topic, Inc. *HOTT* 441339108 04/21/04 7,250
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/06/04 - A K-Swiss, Inc. *KSWS* 482686102 03/22/04 12,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/04 - A Kos Pharmaceuticals, Inc. 500648100 03/01/04 4,900
*KOSP*
1 Elect Directors For Split Mgmt
1.1 Elect Director Michael Jaharis --- Withhold
We recommend a vote FOR the directors with the
exceptions of Adrian Adams, Robert E. Baldini, Daniel
M. Bell, and Michael Jaharis. We recommend that
shareholders WITHHOLD votes from Adrian Adams, Robert
E. Baldini, Daniel M. Bell, and Michael Jaharis for
failure to establish an independent nominating
committee.
1.2 Elect Director Daniel M. Bell --- Withhold
1.3 Elect Director Robert E. Baldini --- Withhold
1.4 Elect Director Adrian Adams --- Withhold
1.5 Elect Director John Brademas, Ph. D --- For
1.6 Elect Director Steven Jaharis, M.D. --- For
1.7 Elect Director Nicholas E. Madias, M.D. --- For
1.8 Elect Director Mark Novitch, M.D. --- For
1.9 Elect Director Frederick B. Whittemore --- For
2 Amend Stock Option Plan For Against Mgmt
V. Vote Recommendation The total cost of the company's
plans of 20.93 percent is above the allowable cap for
this company of 13.39 percent.
3 Ratify Auditors For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 6
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Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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05/25/04 - A Merit Medical Systems, Inc. 589889104 04/20/04 6,500
*MMSI*
1 Elect Directors For For Mgmt
1.1 Elect Director Rex C. Bean --- For
We recommend a vote FOR the directors.
1.2 Elect Director Richard Edelman --- For
2 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 10.35 percent is within the allowable cap for
this company of 19.92 percent.
3 Ratify Auditors For For Mgmt
06/11/04 - A Nam Tai Electronics, Inc. 629865205 05/07/04 6,800
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
1.1 Elect Director Charles Chu --- For
While it is preferable that a board be comprised of a
majority of independent directors, and despite the
poor level of disclosure (a situation common in this
market), we feel it would be counterproductive to vote
against the reelection of directors in the absence of
a specific controversy.
1.2 Elect Director Peter R. Kellogg --- For
1.3 Elect Director Ming Kown Koo --- For
1.4 Elect Director William Lo --- For
1.5 Elect Director Tadao Murakami --- For
1.6 Elect Director Stephen Seung --- For
1.7 Elect Director Mark Waslen --- For
2 APPROVAL OF THE SELECTION DELOITTE For For Mgmt
TOUCHE TOHMATSU AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2004.
05/20/04 - A OMNICELL INC *OMCL* 68213N109 03/23/04 14,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/04 - A QLT Inc. *QLT* 746927102 04/13/04 6,700
1 Approve Deloitte & Touche LLP as For For Mgmt
Auditors and Authorize Board to Fix
Remuneration of Auditors
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Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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2 Fix Number of Directors at Eight For For Mgmt
3 Elect Directors For For Mgmt
05/18/04 - A Quicksilver Resources Inc. 74837R104 04/09/04 3,000
*KWK*
1 Elect Directors For For Mgmt
1.1 Elect Director Anne Darden Self --- For
1.2 Elect Director Steven M. Morris --- For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
The requested increase of 60,000,000 shares is below
the allowable threshold of 62,000,000 shares.
4 Amend Stock Option Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 6.65 percent is within the allowable cap for
this company of 12.55 percent.
5 Approve Non-Employee Director Stock For For Mgmt
Option Plan
VI. Vote Recommendation The total cost of the
company's plans of 3.28 percent is within the
allowable cap for this company of 12.55 percent.
04/21/04 - A SCS Transportation, Inc. 81111T102 02/23/04 13,500
*SCST*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/04 - A The Houston Exploration Co. 442120101 04/14/04 3,200
*THX*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert B. Catell --- Withhold
We recommend a vote FOR the directors with the
exceptions of insiders Robert J. Fani, Robert B.
Catell, Gerald Luterman, H. Neil Nichols and William
G. Hargett. We recommend that shareholders WITHHOLD
votes from Robert J. Fani for standing as an insider
on the Nominating Committee and for failure to
establish a majority independent board. We also
recommend that shareholders WITHHOLD votes from Robert
B. Catell for standing as an insider on the
Compensation Committee and for failure to establish a
majority independent board. Lastly, we recommend that
shareholders WITHHOLD votes
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Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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from Gerald Luterman, H. Neil Nichols and William G.
Hargett for failure to establish a majority
independent board.
1.2 Elect Director John U. Clarke --- For
1.3 Elect Director David G. Elkins --- For
1.4 Elect Director Robert J. Fani --- Withhold
1.5 Elect Director William G. Hargett --- Withhold
1.6 Elect Director Harold R. Logan, Jr. --- For
1.7 Elect Director Gerald Luterman --- Withhold
1.8 Elect Director Stephen W. McKessy --- For
1.9 Elect Director H. Neil Nichols --- Withhold
1.10 Elect Director Donald C. Vaughn --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 8.32 percent is within the allowable cap for
this company of 9.18 percent.
3 Ratify Auditors For For Mgmt
05/19/04 - A The Middleby Corp. *MIDD* 596278101 03/26/04 9,000
1 Elect Directors For Split Mgmt
1.1 Elect Director Selim A. Bassoul --- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders David P. Riley,
Laura B. Whitman and W. Fifield Whitman III and
insiders William F. Whitman, Jr. and Selim A. Bassoul.
We recommend that shareholders WITHHOLD votes from
David P. Riley, Laura B. Whitman, W. Fifield Whitman
III, William F. Whitman, Jr., and Selim A. Bassoul for
failure to establish an independent nominating
committee.
1.2 Elect Director Robert R. Henry --- For
1.3 Elect Director A. Don Lummus --- For
1.4 Elect Director John R. Miller III --- For
1.5 Elect Director Philip G. Putnam --- For
1.6 Elect Director David P. Riley --- Withhold
1.7 Elect Director Sabin C. Streeter --- For
1.8 Elect Director W. Fifield Whitman III --- Withhold
1.9 Elect Director Laura B. Whitman --- Withhold
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Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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- ---------------------------------------------------------------------------------------------------------------
1.10 Elect Director William F. Whitman, Jr. --- Withhold
1.11 Elect Director Robert L. Yohe --- For
2 Ratify Auditors For For Mgmt
06/04/04 - A The Sports Authority, Inc. 84917U109 04/28/04 4,800
*TSA*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/10/04 - A Ultralife Batteries, Inc. 903899102 04/19/04 7,600
*ULBI*
1 Elect Directors For For Mgmt
1.1 Elect Director Patricia C. Barron --- For
We recommend a vote FOR the directors.
1.2 Elect Director Anthony J. Cavanna --- For
1.3 Elect Director Paula H.J. Cholmondeley --- For
1.4 Elect Director Daniel W. Christman --- For
1.5 Elect Director John D. Kavazanjian --- For
1.6 Elect Director Carl H. Rosner --- For
1.7 Elect Director Ranjit C. Singh --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 10.11 percent is within the allowable cap for
this company of 19.89 percent. Additionally, this plan
expressly forbids repricing.
06/01/04 - A Urban Outfitters, Inc. *URBN* 917047102 04/19/04 3,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Hayne --- Withhold
We recommend a vote FOR the directors with the
exception of insiders Glen T. Senk and Richard
A. Hayne and affiliated outsiders Harry S.
Cherken, Jr. and Scott A. Belair. We recommend
that shareholders WITHHOLD votes from Scott A.
Belair for standing as an affiliated outsider
on the Audit, Compensation and Nominating
committees and failure to establish a majority
independent board. We
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Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report
Apr 01, 2004 - Jun 30, 2004
WESTWOOD SMALL CAP FUND
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also recommend that shareholders WITHHOLD votes from
Glen T. Senk, Richard A. Hayne and Harry S. Cherken,
Jr. for failure to establish a majority independent
board.
1.2 Elect Director Scott A. Belair --- Withhold
1.3 Elect Director Harry S. Cherken, Jr. --- Withhold
1.4 Elect Director Joel S. Lawson III --- For
1.5 Elect Director Glen T. Senk --- Withhold
1.6 Elect Director Robert H. Strouse --- For
2 Increase Authorized Common Stock For Against Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
V. Vote Recommendation Although the total cost of the
company's plans of 9.38 percent is within the
allowable cap for this company of 18.60 percent, the
plan allows repricing of underwater stock options
without shareholder approval, which we believe reduces
the incentive value of the plan.
04/21/04 - A USANA Health Sciences Inc 90328M107 03/12/04 9,900
*USNA*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/14/04 - A UTStarcom, Inc. *UTSI* 918076100 03/29/04 8,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Thomas J. Toy --- For
We recommend that shareholders vote FOR Thomas J. Toy
but WITHHOLD votes from insider Ying Wu for failure to
establish a majority independent board.
1.2 Elect Director Ying Wu --- Withhold
2 Ratify Auditors For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report
Jul 01, 2003 - Sep 30, 2003
WESTWOOD REALTY FUND
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2.9 Elect Director Nelson C. Rising --- For
2.10 Elect Director Thomas M. Steinberg --- For
2.11 Elect Director Cora M. Tellez --- For
3 Amend Omnibus Stock Plan For For
We believe the option exchange is justified by the
loss in option value triggered by the REIT conversion
and recommend for the amendment.
4 Approve Omnibus Stock Plan For For
Vote Recommendation The total cost of the company's
plans of 5.59 percent is within the allowable cap for
this company of 6.84 percent. Additionally, this plan
forbids repricing.
Shareholder Proposal
5 Submit Shareholder Rights Plan Against For
(Poison Pill) to Shareholder Vote
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Although after the
conversion, the company will no longer have a poison
pill, the board still has discretion to approve one
without shareholder approval. Therefore we support the
proposal.
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Oct 01, 2003 - Dec 31, 2003
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
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11/20/03 - S General Growth Properties, Inc. 370021107 10/20/03 4,000
*GGP*
1 Approve Increase in Common Stock For For
and a Stock Split
12/19/03 - A Taubman Centers, Inc. *TCO* 876664103 11/17/03 10,600
1 Elect Directors For Withhold
1.1 Elect Director Graham T. Allison --- Withhold
We recommend withholding votes from all of the
nominees. We recommend that shareholders WITHHOLD
votes from William S. Taubman, Peter Karmanos, Jr.,
and Graham T. Allison for failure to act on a tender
offer that received a clear mandate of a majority of
the company's outstanding shares.
1.2 Elect Director Peter Karmanos, Jr. --- Withhold
1.3 Elect Director William S. Taubman --- Withhold
2 Ratify Auditors For For
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
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05/12/04 - A Alexandria Real Estate 015271109 03/29/04 2,700
Equities, Inc. *ARE*
1 Elect Directors For Split Mgmt
1.1 Elect Director Jerry M. Sudarsky --- Withhold
We recommend a vote FOR the directors with the
exception of Jerry M. Sudarsky. We recommend that
shareholders WITHHOLD votes from Jerry M. Sudarsky for
standing as an affiliated outsider on the Audit
Committee and for standing as an affiliated outsider
on the Nominating Committee.
1.2 Elect Director Joel S. Marcus --- For
1.3 Elect Director James H. Richardson --- For
1.4 Elect Director Richard B. Jennings --- For
1.5 Elect Director Richard H. Klein --- For
1.6 Elect Director Anthony M. Solomon --- For
1.7 Elect Director Alan G. Walton --- For
1.8 Elect Director Richmond A. Wolf --- For
2 Ratify Auditors For For Mgmt
05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 6,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/09/04 - A American Financial Realty 02607P305 04/09/04 11,100
Trust *AFR*
1 Elect Directors For For Mgmt
04/30/04 - A Apartment Investment & 03748R101 03/05/04 5,200
Management Co. *AIV*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Sale of Company Assets For For Mgmt
4 Limit Executive Compensation Against For ShrHoldr
05/20/04 - A Archstone Smith Trust *ASN* 039583109 03/26/04 12,082
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restrict Severance Agreements Against For ShrHoldr
In this case, we believe that the ceiling set by
proponent of 2.99 times the sum of an executive's
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Mgmt Rec - Company Management Recommended Vote Page 1
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Apr 01, 2004 - Jun 3o, 2004
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base salary plus bonus is widely considered as the
standard threshold level of severance remuneration for
corporate executives that should be subject to a
shareholder vote. Additionally, since the proponent's
proposal does not require that shareholder approval be
obtained prior to adoption of an executive employment
agreement, we do not believe that adoption of this
proposal would unduly hinder management's ability to
negotiate such agreements with potential executives.
05/11/04 - A Arden Realty, Inc. *ARI* 039793104 03/31/04 4,700
1 Elect Directors For For Mgmt
1.1 Elect Director Leslie E. Bider --- For
1.2 Elect Director Steven C. Good --- For
1.3 Elect Director Alan I. Rothenberg --- For
2 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
In this case, we believe that the ceiling set by
proponent of 2.99 times the sum of an executive's base
salary plus bonus is widely considered as the standard
threshold level of severance remuneration for
corporate executives that should be subject to a
shareholder vote. Additionally, since the proponent's
proposal does not require that shareholder approval be
obtained prior to adoption of an executive employment
agreement, we do not believe that adoption of this
proposal would unduly hinder management's ability to
negotiate such agreements with potential executives.
05/05/04 - A AvalonBay Communities, Inc. 053484101 03/09/04 3,000
*AVB*
1 Elect Directors For Split Mgmt
1.1 Elect Director Bryce Blair --- For
We recommend a vote FOR the directors with the
exception of independent outsider Charles D. Peebler,
Jr. We recommend that shareholders WITHHOLD votes from
Charles D. Peebler, Jr. for poor attendance.
1.2 Elect Director Bruce A. Choate --- For
1.3 Elect Director John J. Healy, Jr. --- For
1.4 Elect Director Gilbert M. Meyer --- For
1.5 Elect Director Charles D. Peebler, Jr. --- Withhold
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
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1.6 Elect Director Lance R. Primis --- For
1.7 Elect Director Allan D. Schuster --- For
1.8 Elect Director Amy P. Williams --- For
2 Submit Shareholder Rights Plan Against Against ShrHoldr
(Poison Pill) to Shareholder Vote
ISS Conclusion: Because poison pills greatly alter the
balance of power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Here, if the company adopts
a pill, the shareholders will have a chance to redeem
it within a relatively short period after
implementation. Therefore, we believe this shareholder
proposal is unnecessary.
05/05/04 - A Boston Properties Inc. *BXP* 101121101 03/17/04 8,200
1 Elect Directors For For Mgmt
1.1 Elect Director Mortimer B. Zuckerman --- For
1.2 Elect Director Carol B. Einiger --- For
1.3 Elect Director Alan B. Landis --- For
1.4 Elect Director Richard E. Salomon --- For
2 Declassify the Board of Directors Against For ShrHoldr
The ability to elect directors is the single most
important use of the shareholder franchise, and all
directors should be accountable on an annual basis. A
classified board can entrench management and
effectively preclude most takeover bids or proxy
contests. Board classification forces dissidents and
would-be acquirers to negotiate with the incumbent
board, which has the authority to decide on offers
without a shareholder vote.
05/03/04 - A Brandywine Realty Trust *BDN* 105368203 03/24/04 5,300
1 Elect Directors For Split Mgmt
1.1 Elect Trustee Walter D'Alessio --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Robert C. Larson. We
recommend that shareholders WITHHOLD votes from Robert
C. Larson for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Trustee D. Pike Aloian --- For
1.3 Elect Trustee Donald E. Axinn --- For
1.4 Elect Trustee Robert C. Larson --- Withhold
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Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
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- ---------------------------------------------------------------------------------------------------------------
1.5 Elect Trustee Anthony A. Nichols, Sr. --- For
1.6 Elect Trustee Charles P. Pizzi --- For
1.7 Elect Trustee Gerard H. Sweeney --- For
2 Submit Severance Agreement Against For ShrHoldr
(Change-in-Control) to Shareholder
Vote
ISS supports the submission of golden parachutes and
other severance provisions for shareholder
ratification as a general principle. Furthermore, we
believe that a company's parachute provisions should
be reasonable and not excessive. To be effective
without creating distorted incentives with respect to
management, severance arrangements must be
considerably less attractive than continued employment
with the company. In this case, we believe that the
ceiling set by proponent of 2.99 times the sum of an
executive's base salary plus bonus is widely
considered as the standard threshold level of
severance remuneration for corporate executives that
should be subject to a shareholder vote. Additionally,
since the proponent's proposal does not require that
shareholder approval be obtained prior to adoption of
an executive employment agreement, we do not believe
that adoption of this proposal would unduly hinder
management's ability to negotiate such agreements with
potential executives.
05/05/04 - A Camden Property Trust *CPT* 133131102 03/15/04 5,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard J. Campo --- Withhold
We recommend a vote FOR the trust managers with the
exceptions of insiders Richard J. Campo and D. Keith
Oden, affiliated outsiders William R. Cooper and Scott
S. Ingraham, and independent outsider Steven A.
Webster. We recommend that shareholders WITHHOLD votes
from Scott S. Ingraham for standing as an affiliated
outsider on the Audit Committee and for failure to
establish a majority independent board, and from
William R. Cooper for standing as an affiliated
outsider on the Compensation and Nominating committees
and for failure to establish a majority independent
board. We also recommend that shareholders WITHHOLD
votes from Richard J. Campo and D. Keith Oden for
failure to establish a majority independent board.
Lastly, we
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Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
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recommend that shareholders WITHHOLD votes from Steven
A. Webster for sitting on more than six boards.
1.2 Elect Director William R. Cooper --- Withhold
1.3 Elect Director George A. Hrdlicka --- For
1.4 Elect Director Scott S. Ingraham --- Withhold
1.5 Elect Director Lewis A. Levey --- For
1.6 Elect Director D. Keith Oden --- Withhold
1.7 Elect Director F. Gardner Parker --- For
1.8 Elect Director Steven A. Webster --- Withhold
04/29/04 - A CarrAmerica Realty Corp. *CRE* 144418100 03/05/04 6,800
1 Elect Directors For For Mgmt
1.1 Elect Director Thomas A. Carr --- For
1.2 Elect Director Joan Carter --- For
1.3 Elect Director Robert E. Torray --- For
1.4 Elect Director Wesley S. Williams, Jr. --- For
1.5 Elect Director Andrew F. Brimmer --- For
1.6 Elect Director Philip L. Hawkins --- For
1.7 Elect Director Timothy Howard --- For
2 Establish Term Limits for Directors Against Against ShrHoldr
Under an effective corporate governance system,
shareholders have the right to express their
preferences each year by voting on directors at the
annual meeting. Thus, shareholders can remove or
reelect directors as they see fit.
05/04/04 - A Catellus Development Corp. 149113102 03/16/04 16,268
*CDX*
1 Elect Directors For For Mgmt
1.1 Elect Director Stephen F.
Bollenbach --- For
We recommend a vote FOR the directors.
1.2 Elect Director Daryl J. Carter --- For
1.3 Elect Director Richard D. Farman --- For
1.4 Elect Director Christine Garvey --- For
1.5 Elect Director William M. Kahane --- For
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Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
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1.6 Elect Director Leslie D. Michelson --- For
1.7 Elect Director Deanna W. Oppenheimer --- For
1.8 Elect Director Nelson C. Rising --- For
1.9 Elect Director Thomas M. Steinberg --- For
05/10/04 - A CBL & Associates Properties, 124830100 03/12/04 2,900
Inc. *CBL*
1 Elect Directors For For Mgmt
1.1 Elect Director Stephen D. Lebovitz --- For
We recommend a vote FOR the directors.
1.2 Elect Director Winston W. Walker --- For
2 Ratify Auditors For For Mgmt
05/18/04 - A CenterPoint Properties Trust 151895109 03/22/04 4,200
*CNT*
1 Elect Directors For Split Mgmt
1.1 Elect Director Nicholas C. Babson --- For
We recommend a vote FOR the directors with the
exception of Martin Barber. We recommend that
shareholders WITHHOLD votes from Martin Barber for
standing as an affiliated outsider on the Audit and
Nominating Committees. Since the board of directors is
not majority independent by ISS standards, we will
recommend withholding votes from board insiders and
affiliated outsiders. We recommend that shareholders
WITHHOLD votes from John S. Gates, Jr., Robert L.
Stovall, Michael M. Mullen, and Paul S. Fisher.
1.2 Elect Director Martin Barber --- Withhold
1.3 Elect Director Norman R. Bobins --- For
1.4 Elect Director Alan D. Feld --- For
1.5 Elect Director Paul S. Fisher --- Withhold
1.6 Elect Director John S. Gates, Jr. --- Withhold
1.7 Elect Director Michael M. Mullen --- Withhold
1.8 Elect Director Thomas E. Robinson --- For
1.9 Elect Director John C. Staley --- For
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Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
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1.10 Elect Director Robert L. Stovall --- Withhold
2 Increase Authorized Common Stock For Against Mgmt
06/10/04 - A Chelsea Property Group, Inc. 163421100 04/16/04 4,700
*CPG*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
3 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
4 Amend Stock Option Plan For Against Mgmt
V. Vote Recommendation The total cost of the company's
plans of 8.45 percent is above the allowable cap for
this company of 5.49 percent.
5 Ratify Auditors For For Mgmt
04/21/04 - A Colonial Properties Trust 195872106 02/17/04 3,600
*CLP*
1 Elect Directors For For Mgmt
1.1 Elect Trustee M. Miller Gorrie --- For
1.2 Elect Trustee James K. Lowder --- For
1.3 Elect Trustee Herbert A. Meisler --- For
1.4 Elect Trustee John W. Spiegel --- For
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Trustees For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
05/13/04 - A Corporate Office Properties 22002T108 03/15/04 7,300
Trust, Inc. *OFC*
1 Elect Directors For For Mgmt
05/04/04 - A Cousins Properties Inc. *CUZ* 222795106 03/17/04 7,900
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 7
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Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
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06/28/04 - A Crescent Real Estate Equities 225756105 04/29/04 9,100
Company *CEI*
1 Elect Directors For For Mgmt
1.1 Elect Director Dennis H. Alberts --- For
At this time, however, we recommend a vote FOR the
directors.
1.2 Elect Director Terry N. Worrell --- For
2 Ratify Auditors For For Mgmt
05/18/04 - A Developers Diversified Realty 251591103 03/22/04 9,381
Corp. *DDR*
1 Elect Directors For For Mgmt
2 Amend Shareholder Rights Plan For For Mgmt
(Poison Pill)
Because poison pills greatly alter the balance of
power between shareholders and management,
shareholders should be allowed to make their own
evaluation of such plans. Ideally, a pill should
include a two to three year sunset provision, a
reasonable flip-in (20 percent or higher), and a
chewable feature allowing shareholders to redeem the
pill in the event of a takeover offer. ISS believes it
is a good practice to seek shareholder vote of any
existing or new pills. However, even if shareholders
vote to redeem this pill, the board has reserved the
right to re-install a pill at its discretion in the
future, without shareholder vote either before or
after the establishment of the pill. We encourage the
board to adopt a "fiduciary out" policy, so that if a
pill is adopted by the board according to its
fiduciary duties but without shareholder approval, it
expires unless ratified by shareholders within one
year. We recommend that shareholders support this
proposal to redeem the pill.
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.03 percent is within the allowable cap for
this company of 5.28 percent. Additionally, this plan
expressly forbids repricing.
4 Ratify Auditors For For Mgmt
04/28/04 - A Duke Realty Corporation *DRE* 264411505 03/01/04 12,366
1 Elect Directors For For Mgmt
1.1 Elect Director Barrington H. Branch --- For
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Mgmt Rec - Company Management Recommended Vote Page 8
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Apr 01, 2004 - Jun 3o, 2004
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We recommend a vote FOR the directors.
1.2 Elect Director Gary A. Burk --- For
1.3 Elect Director Geoffrey Button --- For
1.4 Elect Director William Cavanaugh III --- For
1.5 Elect Director Ngaire E. Cuneo --- For
1.6 Elect Director Charles R. Eitel --- For
1.7 Elect Director Thomas L. Hefner --- For
1.8 Elect Director L. Ben Lytle --- For
1.9 Elect Director William O. McCoy --- For
1.10 Elect Director John W. Nelley, Jr. --- For
1.11 Elect Director Dennis D. Oklak --- For
1.12 Elect Director James E. Rogers --- For
1.13 Elect Director Jack R. Shaw --- For
1.14 Elect Director Robert J. Woodward, Jr. --- For
1.15 Elect Director Darell E. Zink, Jr. --- For
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
In this case, Duke Realty has a greater than 2/3
independent board, all-independent key board
committees, an established set of governance
guidelines, and a lead director elected by independent
board members. However, the duties of the lead
director do not meet all of our minimum requirements.
It is not clearly stated, in the company's proxy
statement nor its website, that the lead director
presides at all meetings of the board at which the
chairman is not present, including executive sessions
of the independent directors; serves as liaison
between the chairman and the independent directors;
approves information sent to the board; or approves
meetings schedules to assure that there is sufficient
time for discussion of all agenda items. Absent an
offsetting governance structure, we believe that a
company of this size should be able to find two
qualified people willing to serve in the separate
positions of chairman and CEO president.
05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 5,200
*EGP*
1 Elect Directors For For Mgmt
1.1 Elect Director D. Pike Aloian --- For
1.2 Elect Director Alexander G. Anagnos --- For
1.3 Elect Director H. C. Bailey, Jr. --- For
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1.4 Elect Director Hayden C. Eaves, III --- For
1.5 Elect Director Fredric H. Gould --- For
1.6 Elect Director David H. Hoster II --- For
1.7 Elect Director David M. Osnos --- For
1.8 Elect Director Leland R. Speed --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.01 percent is equal to the allowable cap
for this company of 7.01 percent. Additionally, this
plan expressly forbids repricing.
3 Other Business For Against Mgmt
As we cannot know the content of these issues, we do
not recommend that shareholders approve this request.
05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 16,884
*EOP*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 8,600
1 Elect Directors For For Mgmt
2 Amend Articles/Bylaws/Charter to For For Mgmt
Remove Antitakeover Provision(s)
ISS Conclusion: Because the amendment removes a
potential antitakeover device, we recommend that
shareholders support the proposal.
3 Ratify Auditors For For Mgmt
05/13/04 - A First Potomac Realty Trust 33610F109 03/26/04 8,300
*FPO*
1 Elect Directors For For Mgmt
05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 7,400
Group, Inc. *FBR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Emanuel J. Friedman --- For
We recommend a vote FOR the directors with the
exception of Wallace L. Timmeny. We recommend that
shareholders WITHHOLD votes from Wallace L. Timmeny
for standing as an affiliated outsider on the
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Nominating Committee.
1.2 Elect Director Eric F. Billings --- For
1.3 Elect Director W. Russell Ramsey --- For
1.4 Elect Director Daniel J. Altobello --- For
1.5 Elect Director Peter A. Gallagher --- For
1.6 Elect Director Stephen D. Harlan --- For
1.7 Elect Director Russell C. Lindner --- For
1.8 Elect Director Wallace L. Timmeny --- Withhold
1.9 Elect Director John T. Wall --- For
2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 7.59 percent is within the allowable cap for
this company of 12.80 percent. Additionally, this plan
expressly forbids repricing. In 2003, the company
granted more than 25 percent of its total grants to
its top five named executive officers.
3 Ratify Auditors For For Mgmt
05/05/04 - A General Growth Properties, 370021107 03/17/04 16,200
Inc. *GGP*
1 Elect Directors For For Mgmt
1.1 Elect Director John Bucksbaum --- For
We recommend a vote FOR the directors.
1.2 Elect Director Alan Cohen --- For
1.3 Elect Director Anthony Downs --- For
2 Ratify Auditors For For Mgmt
05/20/04 - A Getty Realty Corp. *GTY* 374297109 03/26/04 6,400
1 Elect Directors For Split Mgmt
1.1 Elect Director Milton Cooper --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Milton Cooper. We
recommend that shareholders WITHHOLD votes from
affiliated outsider Milton Cooper for standing as an
affiliated outsider on the Audit, Nominating/
Compensation and Nominating committees.
1.2 Elect Director Philip Coviello --- For
1.3 Elect Director Leo Liebowitz --- For
1.4 Elect Director Howard Safenowitz --- For
1.5 Elect Director Warren Wintrub --- For
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2 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 2.42 percent is within the allowable cap for
this company of 7.05 percent.
3 Ratify Auditors For For Mgmt
05/07/04 - A Health Care Property 421915109 03/24/04 14,800
Investors, Inc. *HCP*
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
The requested increase of 550,000,000 shares is above
the allowable threshold of 340,000,000 shares.
3 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
4 Ratify Auditors For For Mgmt
05/07/04 - A Heritage Property Investment 42725M107 03/12/04 5,800
Trust Inc *HTG*
1 Elect Directors For Split Mgmt
1.1 Elect Director Joseph L. Barry --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider Kevin C. Phelan. We
recommend that shareholders WITHHOLD votes from Kevin
C. Phelan for standing as an affiliated outsider on
the Nominating Committee.
1.2 Elect Director Richard C. Garrison --- For
1.3 Elect Director David W. Laughton --- For
1.4 Elect Director Kevin C. Phelan --- Withhold
2 Other Business For Against Mgmt
As we cannot know the content of these issues, we do
not recommend that shareholders approve this request.
05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 5,500
*HIW*
1 Elect Directors For For Mgmt
1.1 Elect Director Edward J. Fritsch --- For
1.2 Elect Director Lawrence S. Kaplan --- For
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Mgmt Rec - Company Management Recommended Vote Page 12
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1.3 Elect Director L. Glenn Orr, Jr. --- For
1.4 Elect Director William E. Graham, Jr. --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
As we cannot know the content of these issues, we do
not recommend that shareholders approve this request.
05/04/04 - A Home Properties Inc *HME* 437306103 03/10/04 3,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 3,800
*HPT*
1 Elect Directors For Withhold Mgmt
1.1 Elect Trustee Arthur G. Koumantzelis --- Withhold
We recommend withholding votes from independent
outsider Arthur G. Koumantzelis. We recommend that
shareholders WITHHOLD votes from Arthur G.
Koumantzelis for failing to remove a dead-hand,
slow-hand, or similar feature in the company's poison
pill.
05/20/04 - A Kimco Realty Corp. *KIM* 49446R109 03/22/04 8,750
1 Elect Directors For Split Mgmt
1.1 Elect Director Martin Kimmel --- Withhold
We recommend a vote FOR the directors with the
exceptions of affiliated outsiders Frank Lourenso,
Richard G. Dooley and Martin S. Kimmel, and insiders
David B. Henry, Michael J. Flynn and Milton Cooper. We
recommend that shareholders WITHHOLD votes from
Richard G. Dooley for standing as an affiliated
outsider on the Audit, Compensation and Nominating
committees and for failure to establish a majority
independent board. We also recommend that shareholders
WITHHOLD votes from Martin S. Kimmel for standing as
an affiliated outsider on the Compensation and
Nominating committees and for failure to establish a
majority independent board, and from Frank Lourenso
for standing as an affiliated outsider on the
Nominating Committee and for failure to establish a
majority independent board. Lastly, we recommend that
shareholders WITHHOLD votes from David B. Henry,
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Michael J. Flynn and Milton Cooper for failure to
establish a majority independent board.
1.2 Elect Director Milton Cooper --- Withhold
1.3 Elect Director Richard G. Dooley --- Withhold
1.4 Elect Director Michael Flynn --- Withhold
1.5 Elect Director Joe Grills --- For
1.6 Elect Director David Henry --- Withhold
1.7 Elect Director F. Patrick Hughes --- For
1.8 Elect Director Frank Lourenso --- Withhold
1.9 Elect Director Richard Saltzman --- For
2 Amend Stock Option Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.11 percent is within the allowable cap for
this company of 5.49 percent. Additionally, this plan
expressly forbids repricing.
3 Separate Chairman and CEO Positions Against For ShrHoldr
Absent an offsetting governance structure, we
believe that a company of this size should be
able to find two qualified people willing to
serve in the separate positions of chairman and
CEO.
06/03/04 - A Koger Equity, Inc. 500228101 03/26/04 7,300
1 Elect Directors For Split Mgmt
1.1 Elect Director D. Pike Aloian --- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders James C. Teagle,
Victor A. Hughes, Jr., and David B. Hiley, and insider
Thomas J. Crocker, from whom we recommend shareholders
WITHHOLD votes for failure to establish a majority
independent board.
1.2 Elect Director Benjamin C. Bishop, Jr. --- For
1.3 Elect Director Thomas J. Crocker --- Withhold
1.4 Elect Director David B. Hiley --- Withhold
1.5 Elect Director Victor A. Hughes, Jr. --- Withhold
1.6 Elect Director George F. Staudter --- For
1.7 Elect Director James C. Teagle --- Withhold
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2 Ratify Auditors For For Mgmt
3 Change Company Name For For Mgmt
Because it is unlikely that the name change would have
a negative financial impact on the company, ISS
recommends supporting the proposal.
4 Amend Omnibus Stock Plan For For Mgmt
The plan already provides for awards of
options, SARs, restricted stock, unrestricted
stock, deferred stock, and performance awards.
Because the plan does not reserve additional
shares for issue, and ISS values awards of
restricted and unrestricted shares similarly to
how we would value the other stock-based awards
proposed, we believe that approval of this
amendment would not negatively effect the cost
of the plan.
05/26/04 - A Lexington Corporate Properties 529043101 04/12/04 7,700
Trust *LXP*
1 Elect Directors For For Mgmt
1.1 Elect Trustee E. Robert Roskind --- For
1.2 Elect Trustee Richard J. Rouse --- For
1.3 Elect Trustee T. Wilson Eglin --- For
1.4 Elect Trustee Geoffrey Dohrmann --- For
1.5 Elect Trustee Carl D. Glickman --- For
1.6 Elect Trustee James Grosfeld --- For
1.7 Elect Trustee Kevin W. Lynch --- For
1.8 Elect Trustee Stanley R. Perla --- For
1.9 Elect Trustee Seth M. Zachary --- For
2 Other Business For Against Mgmt
As we cannot know the content of these issues, we do
not recommend that shareholders approve this request.
05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 7,800
1 Elect Directors For For Mgmt
1.1 Elect Trustee M. Leanne Lachman --- For
1.2 Elect Trustee J. Anthony Hayden --- For
2 Amend Stock Ownership Limitations For For Mgmt
ISS Conclusion: Because the current provisions of the
DOT sought to be amended by this proposal are designed
merely to ensure favorable REIT tax treatment, and
because the proposed amendment will continue to ensure
such favorable treatment while
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increasing the universe of potential investors in the
trust, we recommend that shareholders vote FOR this
proposal.
3 Amend Articles For For Mgmt
ISS Conclusion: Because the proposed amendment merely
clarifies an already conferred authority, we believe
that shareholders should vote FOR this proposal.
4 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 4.03 percent is within the allowable cap for
this company of 5.44 percent. In 2003, the company
granted over 25 percent of its total grants to the
company's top five named officers.
05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 5,200
1 Elect Directors For For Mgmt
1.1 Elect Director Alan S. Bernikow --- For
We recommend a vote FOR the directors.
1.2 Elect Director Martin D. Gruss --- For
1.3 Elect Director Vincent Tese --- For
1.4 Elect Director Roy J. Zuckerberg --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 3.69 percent is within the allowable cap for
this company of 5.06 percent.
4 Adopt a Policy Governing Related Against Against ShrHoldr
Party Transactions
The SEC already requires the company to disclose, on
an annual basis, transactions with its directors and
executive officers. Pursuant to SEC regulations, which
apply to all public companies, the company is required
to provide information as to: (1) any transaction with
a director or executive officer exceeding $60,000 in
which the director or executive officer has a direct
or indirect material interest; and (2) specified
business relationships of directors and executive
officers, and indebtedness of directors and executive
officers to the company, where the amount of the
indebtedness exceeds $60,000. Approval of this item
would require disclosure of of any relationship or
transaction, regardless of how immaterial the
transaction or relationship may be.
We note that according to ISS director
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classification definitions, none of the current
directors are classified as affiliated outsiders due
to a transactional relationship. The only two
affiliated outside directors on the board are a former
executive and the relative of a former executive. We
believe that: (1) the provisions in the company's
articles of restatement, (2) the provisions in the
code of ethics, and (3) the existing mandatory SEC
disclosures, already constitute substantial safeguards
to prevent potential conflicts of interest. Although
we recognize that the company maintains numerous
related party transactions, such transactions do not
appear to have impacted the board and key committees'
independence. Given that: (1) the company maintains
adequate safeguards in place to protect against
potential conflicts of interest via its articles and
codes of ethics and (2) the related party transactions
at the company do not appear to impact the company's
corporate governance, we do not believe that approval
of this item is needed at this time.
06/03/04 - A Maguire Properties, Inc. *MPG* 559775101 04/23/04 10,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/04 - A Manufactured Home Communities, 564682102 03/12/04 7,100
Inc. *MHC*
1 Elect Directors For For Mgmt
05/24/04 - A Mid-America Apartment 59522J103 03/31/04 4,700
Communities, Inc. *MAA*
1 Elect Directors For For Mgmt
1.1 Elect Director John F. Flournoy --- For
1.2 Elect Director Robert F. Fogelman --- For
1.3 Elect Director Michael S. Starnes --- For
2 Ratify Auditors For For Mgmt
3 Amend Charter For Against Mgmt
Blank check preferred stock could improve the
company's ability to finance growth or to acquire
other companies. However, companies can use blank
check preferred stock as a takeover defense by placing
blocks of shares with parties friendly to management.
Blank check preferred stock can also substantially
dilute common shareholders' voting
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power and equity interest. Additionally, holders of
preferred shares receive dividends and distributions
in liquidation before holders of common stock. In this
case, management has not specifically stated that
these shares may not be used for antitakeover
purposes. When a company fails to provide a specific
financing purpose for the shares, the possibility that
they will be used for management entrenchment purposes
outweighs any potential benefits that they would
bring.
4 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 3.51 percent is within the allowable cap for
this company of 7.20 percent. Additionally, this plan
expressly forbids repricing.
05/06/04 - A Pan Pacific Retail Properties, 69806L104 03/05/04 4,900
Inc. *PNP*
1 Elect Directors For For Mgmt
1.1 Elect Director David P. Zimel --- For
We recommend FOR the directors.
2 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
3 Amend Articles to Increase For For Mgmt
Ownership Limits of Common Stock
We recommend in favor of this amendment, as it is
likely to increase liquidity and is the prevalent
ownership limit used by REITs.
05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 12,500
Inc. *PCL*
1 Elect Directors For Split Mgmt
1.1 Elect Director Rick R. Holley --- For
We recommend a vote FOR the directors with the
exception of affiliated outsider David D. Leland. We
recommend that shareholders WITHHOLD votes from David
D. Leland for standing as an affiliated outsider on
the Audit & Compliance and Corporate Governance &
Nominating committees.
1.2 Elect Director Ian B. Davidson --- For
1.3 Elect Director Robin Josephs --- For
1.4 Elect Director David D. Leland --- Withhold
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1.5 Elect Director John G. McDonald --- For
1.6 Elect Director Hamid R. Moghadam --- For
1.7 Elect Director John H. Scully --- For
1.8 Elect Director Stephen C. Tobias --- For
1.9 Elect Director Carl B. Webb --- For
2 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.45 percent is within the allowable cap for
this company of 10.99 percent. Additionally, this plan
expressly forbids repricing.
3 Ratify Auditors For For Mgmt
4 Endorse CERES Principles Against Against ShrHoldr
Therefore, ISS will continue to evaluate the company's
reporting on these issues to assess whether adoption
of the CERES Principles may benefit the company in the
future; however, in light of the company's existing
environmental principles, its participation in the
SFI, and other environmental initiatives and
partnerships, we do not believe that endorsement of
the CERES Principles is necessary at this time
05/27/04 - A Post Properties, Inc. *PPS* 737464107 03/26/04 8,700
1 Elect Directors For For Mgmt
1.1 Elect Director Douglas Crocker II --- For
If proposal 2 is approved, the directors will serve
only for a one year term.
1.2 Elect Director Walter M. Deriso, Jr. --- For
1.3 Elect Director Nicholas B. Paumgarten --- For
2 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
3 Submit Director Compensation to Vote Against Against ShrHoldr
In view of the binding nature of this proposal and the
broad range of implications of submitting all director
compensation to a vote annually, the hurdle for
supporting this proposal is set high. While we
recognize the difficulty in finding true peers within
the industry due to the relatively rare role of
non-executive chairman, Mr. Goddard's compensation
does seem above industry average. We will continue
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to monitor the compensation committee's practices and
disclosure regarding director compensation. On
aggregate, it appears that Post's board compensation
on an per director basis is in line with its peer
group, while the board size is somewhat above industry
practice. At this time, in the absence of compelling
evidence of abusive director compensation practices,
we recommend against this binding proposal.
05/05/04 - A Prentiss Properties Trust *PP* 740706106 03/19/04 6,300
1 Elect Directors For For Mgmt
1.1 Elect Director Dr. L. M. Riggs, Jr. --- For
1.2 Elect Director Ronald G. Steinhart --- For
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 1.86 percent is within the allowable cap for
this company of 5.82 percent. Additionally, this plan
expressly forbids repricing.
4 Amend Omnibus Stock Plan For For Mgmt
VI. Vote Recommendation The total cost of the
company's plans of 2.97 percent is within the
allowable cap for this company of 5.82 percent.
Additionally, this plan expressly forbids repricing.
05/18/04 - A ProLogis *PLD* 743410102 03/17/04 20,100
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director For For Mgmt
Omnibus Stock Plan
V. Vote Recommendation The total cost of the company's
plans of 2.05 percent is within the allowable cap for
this company of 5.36 percent.
3 Ratify Auditors For For Mgmt
05/06/04 - A Public Storage, Inc. *PSA* 74460D109 03/26/04 5,200
1 Elect Directors For Split Mgmt
1.1 Elect Director B. Wayne Hughes --- For
We recommend a vote FOR the directors with the
exception of B. Wayne Hughes, Jr.. We recommend that
shareholders WITHHOLD votes from B. Wayne
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Hughes, Jr. for poor attendance.
1.2 Elect Director Ronald L. Havner, Jr. --- For
1.3 Elect Director Harvey Lenkin --- For
1.4 Elect Director Robert J. Abernethy --- For
1.5 Elect Director Dann V. Angeloff --- For
1.6 Elect Director William C. Baker --- For
1.7 Elect Director John T. Evans --- For
1.8 Elect Director Uri P. Harkham --- For
1.9 Elect Director B. Wayne Hughes, Jr. --- Withhold
1.10 Elect Director Daniel C. Staton --- For
2 Ratify Auditors For For Mgmt
06/10/04 - A Ramco-Gershenson Properties 751452202 04/12/04 8,800
Trust *RPT*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 6,088
1 Elect Directors For For Mgmt
1.1 Elect Director Ronald M. Gross --- For
1.2 Elect Director Thomas I. Morgan --- For
1.3 Elect Director Katherine D. Ortega --- For
2 Increase Authorized Common Stock For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 9.46 percent is within the allowable cap for
this company of 11.34 percent. Additionally, this plan
expressly forbids repricing. In 2003, the company
granted over 25 percent of its total grants to its top
five named executives.
05/11/04 - A Realty Income Corp. *O* 756109104 03/03/04 4,900
1 Elect Directors For For Mgmt
04/28/04 - A Regency Centers Corp. *REG* 758849103 03/22/04 8,000
1 Elect Directors For For Mgmt
1.1 Elect Director Martin E. Stein, Jr. --- For
We recommend a vote FOR the directors.
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1.2 Elect Director Raymond L. Bank --- For
1.3 Elect Director A. R. Carpenter --- For
1.4 Elect Director J. Dix Druce, Jr. --- For
2 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
3 Increase Authorized Preferred Stock For Against Mgmt
4 Amend Stock Ownership Limitations For For Mgmt
Since Security Capital is no longer a shareholder of
the company, we believe that shareholders should
approve this amendment that eliminates historical
references.
05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 12,700
*SPG*
1 Elect Directors For For Mgmt
1.1 Elect Director Birch Bayh --- For
We recommend a vote FOR the directors.
1.2 Elect Director Melvyn E. Bergstein --- For
1.3 Elect Director Linda Walker Bynoe --- For
1.4 Elect Director Karen N. Horn --- For
1.5 Elect Director G. William Miller --- For
1.6 Elect Director J. Albert Smith, Jr. --- For
1.7 Elect Director Pieter S. van den Berg --- For
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
Absent a substantial role of the lead director, we
believe that a company of this size should be able to
find an independent qualified director willing to
serve as chairman.
05/13/04 - A Sovran Self Storage, Inc. 84610H108 04/02/04 4,100
*SSS*
1 Elect Directors For Split Mgmt
1.1 Elect Director Robert J. Attea --- Withhold
We recommend a vote FOR the directors with the
exception of affiliated outsider Charles E. Lannon and
insiders Kenneth F. Myszka and Robert J. Attea, from
whom we recommend shareholders WITHHOLD votes for
failure to establish a majority independent board.
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1.2 Elect Director Kenneth F. Myszka --- Withhold
1.3 Elect Director John E. Burns --- For
1.4 Elect Director Michael A. Elia --- For
1.5 Elect Director Anthony P. Gammie --- For
1.6 Elect Director Charles E. Lannon --- Withhold
2 Amend Non-Employee Director Omnibus For For Mgmt
Stock Plan
V. Vote RecommendationThe total cost of the company's
plan is 2.47 percent, which is within the allowable
cap for this company of 7.46 percent.
3 Approve Outside Director Stock For For Mgmt
Awards/Options in Lieu of Cash
We believe that the voting power dilution from this
plan is reasonable. By paying directors a greater
portion of their compensation in stock rather than
cash, their interests may be more closely aligned with
those of shareholders.
4 Ratify Auditors For For Mgmt
05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 7,400
Worldwide, Inc. *HOT*
1 Elect Directors For For Mgmt
1.1 Elect Director Eric Hippeau --- For
We recommend FOR the directors.
1.2 Elect Director Daniel Yih --- For
1.3 Elect Director Kneeland Youngblood --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 12.11 percent is within the allowable cap for
this company of 12.26 percent.
4 Declassify the Board of Directors For For Mgmt
ISS commends management for submitting this proposal,
which demonstrates a commitment to shareholders'
interests.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------------------------------------------------------------------------------------------------------
05/18/04 - A Taubman Centers, Inc. *TCO* 876664103 03/31/04 7,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/04 - A Tejon Ranch Co. *TRC* 879080109 03/17/04 4,100
1 Elect Directors For For Mgmt
2 Approve Director & Officer For For Mgmt
Indemnification Provisions
ISS believes that the proposed protection of holding
officers and directors to a duty of loyalty standard
or requiring that they act in good faith is an
effective compromise. In addition, courts have made it
clear that grossly negligent actions by corporate
servants will be condemned regardless of these shield
statutes. These provisions have no effect on
shareholders' ability to seek injunctive relief,
which, if granted by the courts, would require
management to refrain from proposed transactions. We
believe that, in the long run, this flexibility is in
shareholders' best interests.
3 Approve Executive Incentive Bonus For For Mgmt
Plan
The performance measures included under the plan are
appropriate for the company given its line of
business, long-term strategic objectives, and
industry-specific measures for assessing market
competitiveness. Additionally, the plan is
administered by a committee of independent outsiders
who must certify attainment of these objective,
measurable performance goals before cash awards are
paid to participants. Moreover, preservation of the
full deductibility of all compensation paid reduces
the company's corporate tax obligation.
05/28/04 - A The Macerich Co. *MAC* 554382101 03/17/04 3,700
1 Elect Directors For Split Mgmt
1.1 Elect Director Edward C. Coppola --- Withhold
We recommend a vote FOR the all the directors except
for Edward Coppola. We recommend that shareholders
WITHHOLD votes from Edward Coppola for failure to
establish a majority independent board.
1.2 Elect Director Fred S. Hubbell --- For
1.3 Elect Director Diana M. Laing --- For
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------------------------------------------------------------------------------------------------------
1.4 Elect Director Dr. William P. Sexton --- For
2 Ratify Auditors For For Mgmt
06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 5,200
1 Elect Directors For Split Mgmt
1.1 Elect Director James C. Braithwaite --- Withhold
We recommend a vote FOR the directors with the
exception of Harry H. Nick and James C. Braithwaite.
We recommend that shareholders WITHHOLD votes from
Harry H. Nick for standing as an affiliated outsider
on the Audit, Compensation and Nominating Committees
and for failure to establish a majority independent
board and from James C. Braithwaite for failure to
establish a majority independent board.
1.2 Elect Director Joseph B. Gildenhorn --- For
1.3 Elect Director Harry H. Nick --- Withhold
1.4 Elect Director Robert P. Pincus --- For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Preferred Stock For For Mgmt
The requested increase of 20,000,000 shares is below
the allowable threshold of 32,000,000 shares. We
recommend a vote FOR this proposal.
4 Approve Omnibus Stock Plan For For Mgmt
V. Vote Recommendation The total cost of the company's
plans of 5.20 percent is within the allowable cap for
this company of 5.53 percent.
5 Approve Executive High Performance For For Mgmt
Program
05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 17,600
Inc. *UDR*
1 Elect Directors For Split Mgmt
1.1 Elect Director Eric J. Foss --- For
We recommend a vote FOR the directors with the
exception of affiliated outsiders James D. Klingbeil
and Jon A. Grove. We recommend that shareholders
WITHHOLD votes from James D. Klingbeil and Jon A.
Grove for standing as affiliated outsiders on the
Compensation Committee.
1.2 Elect Director Robert P. Freeman --- For
1.3 Elect Director Jon A. Grove --- Withhold
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report
Apr 01, 2004 - Jun 3o, 2004
WESTWOOD REALTY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ---------------------------------------------------------------------------------------------------------------
1.4 Elect Director James D. Klingbeil --- Withhold
1.5 Elect Director Robert C. Larson --- For
1.6 Elect Director Thomas R. Oliver --- For
1.7 Elect Director Lynne B. Sagalyn --- For
1.8 Elect Director Mark J. Sandler --- For
1.9 Elect Director Robert W. Scharar --- For
1.10 Elect Director Thomas W. Toomey --- For
2 Ratify Auditors For For Mgmt
06/02/04 - A Universal Health Realty Income 91359E105 04/22/04 6,000
Trust *UHT*
1 Elect Directors For For Mgmt
05/27/04 - A Vornado Realty Trust *VNO* 929042109 04/16/04 7,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/23/04 - A Weingarten Realty Investors 948741103 03/05/04 8,650
*WRI*
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Awards to Executives Against For ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 26
WHITMAN EDUCATION GROUP, INC. WIX Special Meeting Date: 07/01/2003
Issuer: 966524 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For No No
DATED AS OF MARCH 26, 2003, AMONG THE COMPANY,
CAREER EDUCATION CORPORATION ( CEC ) AND MARLIN
ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY
OF CEC ( MARLIN ), UNDER WHICH THE COMPANY WILL
MERGE WITH AND INTO MARLIN, WITH MARLIN CONTINUING
AS A WHOLLY-OWNED SUBSIDIARY OF CEC.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 06/23/2003
- ------------------------------------------------------------------------------------------------------------------------------------
COMMUNITY SERVICE COMMUNICATIONS, IN CMYS Annual Meeting Date: 07/09/2003
Issuer: 20404P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO FIX NUMBER OF DIRECTORS AT EIGHT Management For No No
02 DIRECTOR Management For No No
03 TO APPROVE THE ASSET PURCHASE AGREEMENT, DATED Management For No No
AS OF APRIL 18, 2003, AMONG COMMUNITY SERVICE
COMMUNICATIONS, INC., COMMUNITY SERVICE TELEPHONE
CO., COMMTEL COMMUNICATIONS, INC. AND FAIRPOINT
COMMUNICATIONS, INC., AND THE TRANSACTIONS CONTEMPLATED
THEREIN, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMEMT.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 203 8,260 8,260 06/23/2003
- ------------------------------------------------------------------------------------------------------------------------------------
ALLEN TELECOM INC. ALN Special Meeting Date: 07/15/2003
Issuer: 018091 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For No No
MERGER, DATED AS OF FEBRUARY 17, 2003, AS AMENDED,
BY AND AMONG ANDREW CORPORATION, ADIRONDACKS,
LLC AND ALLEN TELECOM, INC. (THE MERGER AGREEMENT),
AND APPROVE THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT.
02 A PROPOSAL TO APPROVE ADJOURNMENTS OR POSTPONEMENTS Management For No No
OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
MEETING TO APPROVE THE ABOVE PROPOSAL.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 5,000 5,000 07/01/2003
- ------------------------------------------------------------------------------------------------------------------------------------
WOMEN FIRST HEALTHCARE, INC. WFHC Annual Meeting Date: 08/05/2003
Issuer: 978150 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED Management Against Yes No
WOMEN FIRST HEALTHCARE, INC. 1998 LONG-TERM INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON
STOCK AVAILABLE FOR ISSUANCE THEREUNDER FROM
3,949,985 TO 4,949,985.
03 TO APPROVE THE ISSUANCE OF SHARES OF THE COMPANY S Shareholder Abstain Yes No
COMMON STOCK EXCEEDING 20% OF THE OUTSTANDING
SHARES UNDER CERTAIN CIRCUMSTANCES PURSUANT TO
PREVIOUSLY ISSUED PREFERRED STOCK AND WARRANTS.
04 TO RATIFY THE SALE AND ISSUANCE OF AN AGGREGATE Management Abstain Yes No
OF 1,478,872 SHARES OF THE COMPANY S COMMON STOCK
TO TWO OF THE COMPANY S OFFICERS AND DIRECTORS
AS PART OF A 3,521,124 SHARE PRIVATE PLACEMENT
IN MAY 2003.
05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 6,000 6,000 08/05/2003
- ------------------------------------------------------------------------------------------------------------------------------------
BILOXI MARSH LANDS CORPORATION BLMC Consent Meeting Date: 08/07/2003
Issuer: 090203 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 THE UNDERSIGNED STOCKHOLDER OF BILOXI MARSH LANDS Management For No No
CORPORATION, A DELAWARE CORPORATION, BY THIS
CONSENT, HEREBY APPROVES THE CORPORATION S RESTATED
CERTIFICATE OF INCORPORATION AS SET FORTH IN
EXHIBIT A TO THE CORPORATION S CONSENT SOLICITATION
STATEMENT DATED JUNE 27, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 2,508 2,508 08/07/2003
- ------------------------------------------------------------------------------------------------------------------------------------
OAK TECHNOLOGY, INC. OAKT Special Meeting Date: 08/08/2003
Issuer: 671802 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For No No
REORGANIZATION, DATED AS OF MAY 4, 2003, BY AND
AMONG ZORAN CORPORATION, A WHOLLY-OWNED SUBSIDIARY
OF ZORAN AND OAK TECHNOLOGY, INC., AND APPROVE
THE MERGER CONTEMPLATED BY THAT AGREEMENT.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 85,000 85,000 08/01/2003
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREP NATIONAL RADIO SALES, INC. IREP Annual Meeting Date: 08/13/2003
Issuer: 45866V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
2003 FISCAL YEAR.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 100,000 100,000 08/05/2003
- ------------------------------------------------------------------------------------------------------------------------------------
MODTECH HOLDINGS, INC. MODT Annual Meeting Date: 08/13/2003
Issuer: 60783C ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 5,000 5,000 08/05/2003
- ------------------------------------------------------------------------------------------------------------------------------------
THOMAS NELSON, INC. TNM Annual Meeting Date: 08/21/2003
Issuer: 640376 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE THOMAS NELSON, INC. 2003 STOCK Management Against Yes No
INCENTIVE PLAN, AS DESCRIBED IN THE PROXY STATEMENT.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 68,000 68,000 08/06/2003
- ------------------------------------------------------------------------------------------------------------------------------------
HOMASOTE COMPANY HMTC Annual Meeting Date: 09/15/2003
Issuer: 436866 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 10,907 10,907 09/04/2003
- ------------------------------------------------------------------------------------------------------------------------------------
GERBER SCIENTIFIC, INC. GRB Annual Meeting Date: 09/18/2003
Issuer: 373730 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO OBTAIN SHAREHOLDER APPROVAL OF THE GERBER Management For No No
SCIENTIFIC, INC. 2003 EMPLOYEE STOCK OPTION PLAN.
03 TO OBTAIN SHAREHOLDER APPROVAL OF THE GERBER Management For No No
SCIENTIFIC, INC. NON-EMPLOYEE DIRECTOR S STOCK
GRANT PLAN.
04 SHAREHOLDER PROPOSAL TO REPEAL THE CLASSIFIED Shareholder Against No No
BOARD.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 09/10/2003
- ------------------------------------------------------------------------------------------------------------------------------------
SUNWEST BANK SWST Annual Meeting Date: 09/29/2003
Issuer: 86789K ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 REVERSE STOCK SPLIT - TO APPROVE AN AMENDMENT Shareholder Against Yes No
TO THE BANK S ARTICLES OF INCORPORATION TO EFFECT
A ONE FOR FORTY REVERSE STOCK SPLIT OF SUNWEST
BANK S COMMON STOCK.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 800 800 09/26/2003
- ------------------------------------------------------------------------------------------------------------------------------------
NEOGEN CORPORATION NEOG Annual Meeting Date: 10/02/2003
Issuer: 640491 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 17,700 17,700 09/26/2003
- ------------------------------------------------------------------------------------------------------------------------------------
IVILLAGE INC. IVIL Annual Meeting Date: 10/09/2003
Issuer: 46588H ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY SELECTION OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS INDEPENDENT AUDITORS OF IVILLAGE INC.
FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 3,000 3,000 10/01/2003
- ------------------------------------------------------------------------------------------------------------------------------------
STORAGENETWORKS, INC. STOR Annual Meeting Date: 10/14/2003
Issuer: 86211E ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVE AND ADOPT THE PLAN OF COMPLETE LIQUIDATION Management Unvoted No
AND DISSOLUTION OF STORAGENETWORKS, INC., AND
APPROVE THE DISSOLUTION OF THE COMPANY.
02 DIRECTOR Management Unvoted No
03 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management Unvoted No
THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 850,000 0
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEUM GEO-SERVICES ASA PGOGY Special Meeting Date: 10/16/2003
Issuer: 716597 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ELECTION OF ONE PERSON TO COUNTERSIGN Management For No No
THE MINUTES.
02 APPROVAL OF THE RESTRUCTURING OF THE COMPANY. Management For No No
03 APPROVAL OF THE PROPOSAL TO REDUCE THE SHARE Shareholder For No No
CAPITAL OF THE COMPANY.
04 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Shareholder For No No
CAPITAL OF THE COMPANY THROUGH A PRIVATE PLACEMENT
IN EXCHANGE FOR DEBT OWED TO NOTEHOLDERS AND BANKS.
05 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Shareholder For No No
CAPITAL OF THE COMPANY THROUGH A FURTHER PRIVATE
PLACEMENT IN EXCHANGE FOR DEBT OWED TO NOTEHOLDERS
AND BANKS.
06 APPROVAL OF THE PROPOSAL TO AUTHORIZE THE BOARD Shareholder For No No
TO INCREASE THE SHARE CAPITAL OF THE COMPANY.
07 APPROVAL OF THE AMENDMENT OF ARTICLES OF ASSOCIATION. Management For No No
09 APPROVAL OF THE INSTRUCTION TO THE BOARD CONCERNING Management For No No
APPROVAL OF MAJOR TRANSACTIONS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 10/07/2003
- ------------------------------------------------------------------------------------------------------------------------------------
HARBOR GLOBAL COMPANY LTD. HRBG Annual Meeting Date: 10/20/2003
Issuer: G4285W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO RATIFY AND CONFIRM THE BOARD OF DIRECTORS Management For No No
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT AUDITOR OF THE COMPANY UNTIL
THE CLOSE OF THE COMPANY S 2003 ANNUAL GENERAL
MEETING AT A FEE TO BE AGREED BY THE DIRECTORS
ACTING THROUGH THE COMPANY S AUDIT COMMITTEE.
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For No No
AUDITOR FOR THE COMPANY UNTIL THE CLOSE OF THE
COMPANY S 2004 ANNUAL GENERAL MEETING AT A FEE
TO BE AGREED TO BY THE DIRECTORS ACTING THROUGH
THE COMPANY S AUDIT COMMITTEE.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 97,400 97,400 10/07/2003
- ------------------------------------------------------------------------------------------------------------------------------------
WEIDER NUTRITION INTERNATIONAL, INC. WNI Annual Meeting Date: 10/28/2003
Issuer: 948603 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 275,000 275,000 10/22/2003
- ------------------------------------------------------------------------------------------------------------------------------------
GP STRATEGIES CORPORATION GPX Annual Meeting Date: 10/29/2003
Issuer: 36225V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE COMPANY S 2003 INCENTIVE STOCK Management For No No
PLAN.
03 TO RATIFY THE BOARD OF DIRECTORS APPOINTMENT Management For No No
OF KPMG LLP AS THE COMPANY S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 4,000 4,000 10/22/2003
- ------------------------------------------------------------------------------------------------------------------------------------
DANIELSON HOLDING CORPORATION DHC Annual Meeting Date: 11/05/2003
Issuer: 236274 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
2003 FISCAL YEAR.
03 ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE Management For No No
THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF IN THE DISCRETION OF THE PROXY HOLDER.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 1,400 1,400 10/29/2003
- ------------------------------------------------------------------------------------------------------------------------------------
STRATOS LIGHTWAVE, INC. STLW Annual Meeting Date: 11/06/2003
Issuer: 863100 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ISSUANCE OF SHARES OF STRATOS Management For No No
COMMON STOCK AND STRATOS PREFERRED STOCK AS
CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER,
DATED AS OF JULY 2, 2003, AMONG STRATOS LIGHTWAVE
INC., SLEEPING BEAR MERGER CORP., A WHOLLY OWNED
SUBSIDIARY OF STRATOS LIGHTWAVE, INC. AND STERLING
HOLDING COMPANY.
02 DIRECTOR Management For No No
03 TO AMEND THE STRATOS RESTATED CERTIFICATE OF Management For No No
INCORPORATION, AS AMENDED, TO CHANGE THE CORPORATE
NAME TO STRATOS INTERNATIONAL, INC.
04 TO ADOPT THE STRATOS LIGHTWAVE, INC. 2003 STOCK Management For No No
PLAN.
05 TO ADOPT THE STRATOS LIGHTWAVE, INC. 2003 EMPLOYEE Management For No No
STOCK PURCHASE PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 202 10,000 10,000 11/05/2003
- ------------------------------------------------------------------------------------------------------------------------------------
THE FAIRCHILD CORPORATION FA Annual Meeting Date: 11/07/2003
Issuer: 303698 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE PERFORMANCE GOALS FOR INCENTIVE COMPENSATION Management For No No
FOR THE PRESIDENT.
03 TO APPROVE PERFORMANCE GOALS FOR INCENTIVE COMPENSATION Management For No No
FOR THE CHIEF EXECUTIVE OFFICER.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 45,800 45,800 11/06/2003
- ------------------------------------------------------------------------------------------------------------------------------------
BALDWIN TECHNOLOGY COMPANY, INC. BLD Annual Meeting Date: 11/11/2003
Issuer: 058264 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 63,000 63,000 11/05/2003
- ------------------------------------------------------------------------------------------------------------------------------------
LIFECORE BIOMEDICAL, INC. LCBM Annual Meeting Date: 11/13/2003
Issuer: 532187 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY AND APPROVE THE 2003 STOCK Management For No No
INCENTIVE PLAN.
03 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For No No
OF GRANT THORNTON LLP AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE CURRENT
FISCAL YEAR ENDING JUNE 30, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 2,000 2,000 11/11/2003
- ------------------------------------------------------------------------------------------------------------------------------------
KMG CHEMICALS, INC. KMGB Annual Meeting Date: 11/18/2003
Issuer: 482564 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES Management Against Yes No
OF THE COMPANY S COMMON STOCK, $0.01 PAR VALUE
PER SHARE, THAT MAY BE PURCHASED UNDER THE COMPANY S
1996 STOCK OPTION PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No
LLP AS INDEPENDENT ACCOUNTANTS AND AUDITORS FOR
THE COMPANY FOR FISCAL YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 1,000 1,000 11/11/2003
- ------------------------------------------------------------------------------------------------------------------------------------
DELTA NATURAL GAS COMPANY, INC. DGAS Annual Meeting Date: 11/20/2003
Issuer: 247748 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 16,700 16,700 11/18/2003
- ------------------------------------------------------------------------------------------------------------------------------------
COLLECTORS UNIVERSE, INC. CLCT Annual Meeting Date: 12/04/2003
Issuer: 19421R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF: THE 2003 STOCK INCENTIVE PLAN, WHICH Management For No No
AUTHORIZES 500,000 SHARES OF COMMON STOCK FOR
THE GRANT OF STOCK OPTIONS AND RESTRICTED SHARE
PURCHASE RIGHTS TO OFFICERS, EMPLOYEES, DIRECTORS
AND SERVICE PROVIDERS OF THE COMPANY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 200 6,000 6,000 11/24/2003
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLICARD, INC. CARD Annual Meeting Date: 12/08/2003
Issuer: 744627 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No
LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 12/03/2003
- ------------------------------------------------------------------------------------------------------------------------------------
GYRODYNE COMPANY OF AMERICA, INC. GYRO Annual Meeting Date: 12/09/2003
Issuer: 403820 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE ENGAGEMENT OF HOLTZ RUBENSTEIN Management For No No
& CO., LLP AS CERTIFIED PUBLIC ACCOUNTANTS FOR
THE CURRENT FISCAL YEAR.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 7,000 7,000 12/03/2003
- ------------------------------------------------------------------------------------------------------------------------------------
MOBIUS MANAGEMENT SYSTEMS, INC. MOBI Annual Meeting Date: 12/16/2003
Issuer: 606925 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE AMENDMENT TO THE 1996 STOCK INCENTIVE Management For No No
PLAN
03 APPROVAL OF THE AMENDMENT TO THE 1998 EMPLOYEE Management For No No
STOCK PURCHASE PLAN
04 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Management For No No
COMMITTEE OF PRICEWATERHOUSECOOPERS LLP
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 14,700 14,700 12/09/2003
- ------------------------------------------------------------------------------------------------------------------------------------
SYCAMORE NETWORKS, INC. SCMR Annual Meeting Date: 12/18/2003
Issuer: 871206 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF THE FIRM OF Management For No No
PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE
CORPORATION FOR THE FISCAL YEAR ENDING JULY 31,
2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 50,000 50,000 12/09/2003
- ------------------------------------------------------------------------------------------------------------------------------------
DEL GLOBAL TECHNOLOGIES CORP. DGTC Annual Meeting Date: 01/14/2004
Issuer: 245073 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For No No
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JULY 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 40,000 40,000 12/30/2003
- ------------------------------------------------------------------------------------------------------------------------------------
LINDSAY MANUFACTURING CO. LNN Annual Meeting Date: 01/21/2004
Issuer: 535555 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For No No
LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING AUGUST 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 2,000 2,000 01/16/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RGC RESOURCES, INC. RGCO Annual Meeting Date: 01/26/2004
Issuer: 74955L ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No
LLP AS INDEPENDENT AUDITORS.
03 AUTHORIZE PROXIES TO VOTE ON SUCH OTHER BUSINESS, Management For No No
IF ANY, THAT MAY PROPERLY COME BEFORE THE MEETING.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 9,500 9,500 01/16/2004
- ------------------------------------------------------------------------------------------------------------------------------------
LOWRANCE ELECTRONICS, INC. LEIX Annual Meeting Date: 01/27/2004
Issuer: 548900 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE Management For No No
AND TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR ITS FISCAL YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 6,000 6,000 01/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NTL EUROPE, INC. Special Meeting Date: 01/27/2004
Issuer: 62940R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE AND ADOPT THE CERTIFICATE OF AMENDMENT Shareholder For No No
TO THE CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT AS SET FORTH IN THE PROXY
STATEMENT PROVIDED TO STOCKHOLDERS.
02 TO APPROVE AND ADOPT THE CERTIFICATE OF AMENDMENT Management For No No
TO THE CERTIFICATE OF INCORPORATION TO EFFECT
A CHANGE OF NTL EUROPE S NAME AS SET FORTH IN
THE PROXY STATEMENT PROVIDED TO STOCKHOLDERS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 9,153 9,153 01/23/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TECH/OPS SEVCON, INC. TO Annual Meeting Date: 01/27/2004
Issuer: 878293 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO AMEND THE 1996 EQUITY INCENTIVE PLAN. Management Against Yes No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 16,000 16,000 01/23/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CASCADE NATURAL GAS CORPORATION CGC Annual Meeting Date: 01/28/2004
Issuer: 147339 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 CONSIDER AND ACT UPON THE PROPOSED INCREASE OF Management For No No
35,000 SHARES IN THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE 2000 DIRECTOR STOCK AWARD
PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 3,900 3,900 01/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CRAZY WOMAN CREEK BANCORP INCORPORAT CRZY Annual Meeting Date: 01/28/2004
Issuer: 225233 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 11,000 11,000 01/16/2004
- ------------------------------------------------------------------------------------------------------------------------------------
EAGLE SUPPLY GROUP, INC. EEGL Annual Meeting Date: 01/29/2004
Issuer: 269894 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE (A) THE EXERCISE OF THE WARRANT Shareholder For No No
TO THE EXTENT THAT IT IS EXERCISED TO PURCHASE
IN EXCESS OF 811,090 WARRANT SHARES AND (B) THE
APPLICATION OF CERTAIN ANTI-DILUTION ADJUSTMENTS
TO THE EXERCISE PRICE OF THE WARRANT, AS MORE
FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
DATED DECEMBER 23, 2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 50,000 50,000 01/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PETROCORP INCORPORATED PEX Special Meeting Date: 01/30/2004
Issuer: 71645N ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER Management For No No
DATED AUGUST 14, 2003, AMONG PETROCORP, UNIT
CORPORATION AND UNIT ACQUISITION COMPANY, AND
THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
AS AMENDED, AND AS SUCH AGREEMENT MAY BE FURTHER
AMENDED FROM TIME TO TIME.
02 APPROVAL OF A PROPOSAL TO GRANT PETROCORP MANAGEMENT Management For No No
DISCRETIONARY AUTHORITY TO ADJOURN AND RECONVENE
THE SPECIAL MEETING ONE OR MORE TIMES, BUT NO
LATER THAN MAY 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 31,200 31,200 01/23/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CORNING NATURAL GAS CORPORATION CNIG Annual Meeting Date: 02/03/2004
Issuer: 219381 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO ACT UPON SUCH OTHER MATTERS AS MAY COME BEFORE Management For No No
THE MEETING.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 13,347 13,347 01/27/2004
- ------------------------------------------------------------------------------------------------------------------------------------
J & J SNACK FOODS CORP. JJSF Annual Meeting Date: 02/05/2004
Issuer: 466032 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF PERFORMANCE-BASED COMPENSATION FOR Management For No No
GERALD B. SHREIBER.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 4,000 4,000 02/03/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ANDREW CORPORATION ANDW Annual Meeting Date: 02/10/2004
Issuer: 034425 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK Management For No No
AVAILABLE FOR ISSUANCE UNDER THE ANDREW CORPORATION
EMPLOYEE STOCK PURCHASE PLAN BY 1,700,000.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS Management For No No
INDEPENDENT PUBLIC AUDITORS FOR FISCAL YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 3,000 3,000 01/28/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RESOURCE BANKSHARES CORPORATION RBKV Special Meeting Date: 02/26/2004
Issuer: 76121R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL AND ADOPTION OF AGREEMENT AND PLAN OF Management For No No
MERGER BETWEEN RESOURCE BANKSHARES CORPORATION
AND FULTON FINANCIAL CORPORATION.
02 APPROVAL OF ADJOURNMENT OR POSTPONEMENT OF SPECIAL Management For No No
MEETING.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 22,200 22,200 02/24/2004
- ------------------------------------------------------------------------------------------------------------------------------------
COOLBRANDS INTERNATIONAL INC. CLBZF Special Meeting Date: 02/27/2004
Issuer: 21639P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
A IN RESPECT OF THE ELECTION AS DIRECTORS OF THOSE Management For No No
PERSONS LISTED BELOW; ROMEO DEGASPERIS, AARON
SERRUYA, MICHAEL SERRUYA, DAVID M. SMITH, RICHARD
E. SMITH, DAVID J. STEIN
B IN RESPECT OF THE RESOLUTION SET FORTH IN SCHEDULE Management For No No
B TO THE MANAGEMENT INFORMATION CIRCULAR DATED
JANUARY 27, 2004 PROPOSING AN AMENDMENT TO THE
2002 STOCK OPTION PLAN OF THE CORPORATION
C IN RESPECT OF THE APPOINTMENT OF BDO DUNWOODY Management For No No
LLP AS AUDITOR AND AUTHORIZING THE DIRECTORS
TO FIX THE AUDITOR S REMUNERATION
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 208 4,000 4,000 02/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TODHUNTER INTERNATIONAL, INC. THT Annual Meeting Date: 03/16/2004
Issuer: 889050 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE COMPANY S 2004 STOCK OPTION PLAN, Management For No No
REPLACING THE 1992 STOCK OPTION PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 4,000 4,000 03/15/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RWC, INC. RWCI Annual Meeting Date: 03/18/2004
Issuer: 749904 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AUDITORS Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 9,250 9,250 03/04/2004
- ------------------------------------------------------------------------------------------------------------------------------------
OMNOVA SOLUTIONS INC. OMN Annual Meeting Date: 03/25/2004
Issuer: 682129 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDED NOVEMBER 30, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 47,000 47,000 03/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
HANMI FINANCIAL CORPORATION HAFC Special Meeting Date: 04/07/2004
Issuer: 410495 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 ISSUANCE OF COMMON STOCK. APPROVAL OF THE ISSUANCE Management For No No
OF HANMI COMMON STOCK (I) PURSUANT TO THE
AGREEMENT AND PLAN OF MERGER, DATED DECEMBER 22,
2003, BY AND AMONG HANMI FINANCIAL CORPORATION,
HANMI BANK AND PACIFIC UNION BANK AND (II) IN A
CONCURRENT PRIVATE PLACEMENT OF 3,947,369 SHARES
AT $19 PER SHARE PURSUANT TO SECURITIES PURCHASE
AGREEMENTS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 5,933 5,933 03/30/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MONARCH CEMENT COMPANY MCEM Annual Meeting Date: 04/14/2004
Issuer: 609031 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 2,400 2,400 03/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CALCASIEU REAL ESTATE & OIL CO., INC CKX Annual Meeting Date: 04/15/2004
Issuer: 128685 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 203 24,817 24,817 04/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
UNITIL CORPORATION UTL Annual Meeting Date: 04/15/2004
Issuer: 913259 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 13,700 13,700 03/31/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BILOXI MARSH LANDS CORPORATION BLMC Annual Meeting Date: 04/16/2004
Issuer: 090203 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 THE ADOPTION OF AMENDMENT A TO THE RESTATED CERTIFICATE Management For No No
OF INCORPORATION
03 THE ADOPTION OF AMENDMENT B TO THE RESTATED CERTIFICATE Shareholder For No No
OF INCORPORATION
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 2,508 2,508 03/31/2004
- ------------------------------------------------------------------------------------------------------------------------------------
COLE NATIONAL CORPORATION CNJ Special Meeting Date: 04/20/2004
Issuer: 193290 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND Management For No No
PLAN OF MERGER, DATED AS OF JANUARY 23, 2004,
BY AND AMONG LUXOTTICA GROUP S.P.A., COLORADO
ACQUISITION CORP. AND COLE NATIONAL CORPORATION.
02 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management For No No
TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OF
THE MEETING, INCLUDING THE APPROVAL OF ANY PROPOSAL
TO POSTPONE OR ADJOURN THE SPECIAL MEETING TO
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF PROPOSAL 1 IN THE EVENT THAT THERE ARE
NOT SUFFICIENT VOTES FOR APPROVAL.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 400 400 04/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SHENANDOAH TELECOMMUNICATIONS COMPAN SHEN Annual Meeting Date: 04/20/2004
Issuer: 82312B ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 6,600 6,600 04/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TUTOGEN MEDICAL, INC. TTG Annual Meeting Date: 04/20/2004
Issuer: 901107 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFY THE APPOINTMENT OF DELOITTE AND TOUCHE Management For No No
L.L.P. AS THE COMPANY S AUDITORS FOR THE 2004
FISCAL YEAR.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 2,000 2,000 04/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY SOUTHERN CORPORATION LION Annual Meeting Date: 04/22/2004
Issuer: 316394 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 5,500 5,500 04/20/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SEACOAST BANKING CORPORATION OF FLOR SBCF Annual Meeting Date: 04/22/2004
Issuer: 811707 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 306 13,000 13,000 04/15/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION CW Annual Meeting Date: 04/23/2004
Issuer: 231561 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF KPMG AS INDEPENDENT AUDITORS FOR Management For No No
THE COMPANY FOR 2004.
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 408 2,000 2,000 04/22/2004
- ------------------------------------------------------------------------------------------------------------------------------------
HUTTIG BUILDING PRODUCTS, INC. HBP Annual Meeting Date: 04/26/2004
Issuer: 448451 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF KPMG AS INDEPENDENT AUDITORS FOR Management For No No
THE COMPANY FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 5,000 5,000 04/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
REGENERATION TECHNOLOGIES, INC. RTIX Annual Meeting Date: 04/26/2004
Issuer: 75886N ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE THE REGENERATION TECHNOLOGIES, Management Against Yes No
INC. 2004 EQUITY INCENTIVE PLAN
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 41,000 41,000 04/23/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITAL PROPERTIES, INC. CPI Annual Meeting Date: 04/27/2004
Issuer: 140430 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF LEFKOWITZ, Management For No No
GARFINKEL, CHAMPI & DERIENZO P.C. AS THE COMPANY S
INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL
YEAR.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
FEDDERS CORPORATION FJC Annual Meeting Date: 04/27/2004
Issuer: 313135 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF INCENTIVE COMPENSATION PLAN FOR EXECUTIVE Management For No No
OFFICERS.
03 APPROVAL OF A GRANT OF A PERFORMANCE BASED AWARD Management For No No
TO THE CHIEF EXECUTIVE OFFICER.
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For No No
TOUCHE, LLP AS THE COMPANY S INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 501 185,000 185,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MARINE PRODUCTS CORPORATION MPX Annual Meeting Date: 04/27/2004
Issuer: 568427 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE PROPOSED 2004 STOCK INCENTIVE PLAN Management Against Yes No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 3,000 3,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RPC, INC. RES Annual Meeting Date: 04/27/2004
Issuer: 749660 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE PROPOSED 2004 STOCK INCENTIVE PLAN Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 6,000 6,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SELAS CORPORATION OF AMERICA SLS Annual Meeting Date: 04/27/2004
Issuer: 816119 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 167,500 167,500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA WATER SERVICE GROUP CWT Annual Meeting Date: 04/28/2004
Issuer: 130788 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP, Management For No No
AS THE INDEPENDENT AUDITORS OF THE GROUP FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 2,760 2,760 04/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED-TOMOKA LAND CO. CTO Annual Meeting Date: 04/28/2004
Issuer: 210226 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 500 500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CTS CORPORATION CTS Annual Meeting Date: 04/28/2004
Issuer: 126501 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE CTS CORPORATION 2004 OMNIBUS Management Against Yes No
LONG-TERM INCENTIVE PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 25,000 25,000 04/20/2004
- ------------------------------------------------------------------------------------------------------------------------------------
DOVER DOWNS GAMING & ENTERTAINMENT, DDE Annual Meeting Date: 04/28/2004
Issuer: 260095 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE 2002 STOCK INCENTIVE PLAN, AS Management For No No
AMENDED AND RESTATED
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 12,000 12,000 04/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
DOVER MOTORSPORTS, INC. DVD Annual Meeting Date: 04/28/2004
Issuer: 260174 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE 2004 STOCK INCENTIVE PLAN Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 15,000 15,000 04/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
EASTERN COMPANY EML Annual Meeting Date: 04/28/2004
Issuer: 276317 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFY THE APPOINTMENT OF AUDITORS (ERNST & YOUNG Management For No No
LLP)
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 5,500 5,500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
AMPCO-PITTSBURGH CORPORATION AP Annual Meeting Date: 04/29/2004
Issuer: 032037 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 10,200 10,200 04/02/2004
- ------------------------------------------------------------------------------------------------------------------------------------
D&E COMMUNICATIONS, INC. DECC Annual Meeting Date: 04/29/2004
Issuer: 232860 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AMENDMENT OF THE COMPANY S ARTICLES OF INCORPORATION Shareholder For No No
TO INCREASE THE NUMBER OF THE COMPANY S AUTHORIZED
COMMON SHARES FROM THIRTY MILLION SHARES TO ONE
HUNDRED MILLION SHARES.
03 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For No No
THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 25,896 25,896 04/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
FISHER COMMUNICATIONS, INC. FSCI Annual Meeting Date: 04/29/2004
Issuer: 337756 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 209 12,500 12,500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MINE SAFETY APPLIANCES COMPANY MSA Annual Meeting Date: 04/29/2004
Issuer: 602720 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
1A ELECTION OF ONE DIRECTOR FOR A TERM EXPIRING Management For No No
IN 2005. NOMINEE: DIANE M. PEARSE
02 SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For No No
AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 23,100 23,100 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PAXAR CORPORATION PXR Annual Meeting Date: 04/29/2004
Issuer: 704227 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 1,000 1,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SJW CORP. SJW Annual Meeting Date: 04/29/2004
Issuer: 784305 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 AMEND THE CORPORATION S BY-LAWS TO ESTABLISH Management For No No
THE PERMISSIBLE SIZE OF THE BOARD OF DIRECTORS
AS A RANGE FROM SEVEN TO ELEVEN DIRECTORS, AND
SET THE SPECIFIC NUMBER OF DIRECTORS AT EIGHT.
02 DIRECTOR Management For No No
03 RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management For No No
AUDITOR OF THE CORPORATION.
04 AUTHORIZE THE PROXY HOLDERS TO VOTE UPON SUCH Management For No No
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT
THEREOF.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 7,200 7,200 04/02/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SOUTH JERSEY INDUSTRIES, INC. SJI Annual Meeting Date: 04/29/2004
Issuer: 838518 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For No No
IN APPOINTING DELOITTE & TOUCHE LLP AS AUDITORS
OF THE COMPANY FOR THE YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 10,500 10,500 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
DUCATI MOTOR HOLDING S.P.A. DMH Annual Meeting Date: 04/30/2004
Issuer: 264066 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
O1 APPROVAL OF THE DRAFT FINANCIAL STATEMENTS AT Management For No No
31.12.2003.
O3 RESOLUTIONS PERTAINING THE COMPOSITION OF THE Management For No No
BOARD OF DIRECTORS.
O4 AUTHORIZATION OF A POSSIBLE BUY-BACK AND SUBSEQUENT Management For No No
DISPOSALS BY THE COMPANY OF ITS OWN SHARES, IN
ACCORDANCE WITH ARTICLES 2357 AND 2357-TER OF
THE ITALIAN CIVIL CODE AND ARTICLE 132 OF ITALIAN
D.LGS. 58/98, WITH THE CONSEQUENT RESOLUTIONS.
O5 APPOINTMENT OF THE INDEPENDENT AUDITING COMPANY Management For No No
TO AUDIT AND CERTIFY THE STAND-ALONE AND CONSOLIDATED
FINANCIAL STATEMENTS FOR THE THREE-YEAR PERIOD
2004-2006, INCLUDED THE HALF-YEAR REPORT 2007,
INDICATING THE RELATED FEE PAYABLE.
O6 APPOINTMENT OF BOARD OF STATUTORY AUDITORS AND Management For No No
RELEVANT PRESIDENT.
E1 APPROVAL OF THE PLAN FOR A MERGER BY ABSORPTION Management For No No
OF THE COMPANY DUCATI.COM S.R.L. INTO DUCATI
MOTOR HOLDING S.P.A., IN COMPLIANCE WITH ART.
2502 OF THE ITALIAN CIVIL CODE, AND CONSEQUENT
RESOLUTIONS.
E2 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Management For No No
CAPITAL, AS MORE FULLY DESCRIBED IN THE NOTICE
OF MEETING.
E3 GENERAL REVISION OF THE BY-LAWS AND AMENDMENTS Management For No No
TO SECTIONS 5 AND 12 OF THE REGULATION FOR SHAREHOLDERS
MEETINGS.
E4 RESOLUTIONS REGARDING CONVERSION OF THE SHAREHOLDERS Management For No No
EQUITY ACCOUNT UNDER LAW 342/2000 AS AMENDED
BY LAW 350/2003.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 17,000 17,000 04/27/2004
- ------------------------------------------------------------------------------------------------------------------------------------
LAMSON & SESSIONS CO. LMS Annual Meeting Date: 04/30/2004
Issuer: 513696 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVE THE LAMSON & SESSIONS CO. 1998 INCENTIVE Management For No No
EQUITY PLAN (AS AMENDED AND RESTATED AS OF APRIL
30, 2004).
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 35,000 35,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
FARGO ELECTRONICS, INC. FRGO Annual Meeting Date: 05/04/2004
Issuer: 30744P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 2,000 2,000 04/28/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NASHUA CORPORATION NSH Annual Meeting Date: 05/04/2004
Issuer: 631226 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVE THE 2004 VALUE CREATION INCENTIVE PLAN. Management Abstain Yes No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 47,000 47,000 04/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
STRATEGIC DIAGNOSTICS INC. SDIX Annual Meeting Date: 05/04/2004
Issuer: 862700 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AUTHORIZATION OF AMENDMENT TO INCREASE NUMBER Management Against Yes No
OF SHARES AVAILABLE FOR AWARD UNDER THE 2000
STOCK INCENTIVE PLAN BY 800,000 FROM 3,200,000
TO 4,000,000
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 16,500 16,500 04/28/2004
- ------------------------------------------------------------------------------------------------------------------------------------
YOUNG BROADCASTING INC. YBTVA Annual Meeting Date: 05/04/2004
Issuer: 987434 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE THE YOUNG BROADCASTING INC. Management For No No
2004 EQUITY INCENTIVE PLAN.
03 PROPOSAL TO APPROVE THE YOUNG BROADCASTING INC. Management For No No
2003 NON- EMPLOYEE DIRECTORS DEFERRED STOCK
UNIT PLAN.
04 PROPOSAL TO APPROVE AN AMENDMENT TO THE YOUNG Management For No No
BROADCASTING INC. 2001 EMPLOYEE STOCK PURCHASE
PLAN TO INCREASE THE TOTAL NUMBER OF SHARES AVAILABLE
THEREUNDER FROM 50,000 TO 100,000.
05 PROPOSAL TO RATIFY SELECTION OF ERNST & YOUNG Management For No No
LLP AS INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 30,000 30,000 04/28/2004
- ------------------------------------------------------------------------------------------------------------------------------------
AQUILA, INC. ILA Annual Meeting Date: 05/05/2004
Issuer: 03840P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 36,776 36,776 04/29/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BRUKER BIOSCIENCE CORPORATION BRKR Annual Meeting Date: 05/05/2004
Issuer: 116794 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For No No
CONFIRM AND APPROVE THE SELECTION OF ERNST &
YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 7,000 7,000 05/04/2004
- ------------------------------------------------------------------------------------------------------------------------------------
EL PASO ELECTRIC COMPANY EE Annual Meeting Date: 05/05/2004
Issuer: 283677 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 854 10,000 10,000 04/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
LODGENET ENTERTAINMENT CORPORATION LNET Annual Meeting Date: 05/05/2004
Issuer: 540211 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For No No
TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.
03 OTHER BUSINESS. TO TRANSACT SUCH OTHER BUSINESS Management For No No
AS MAY PROPERLY COME BEFORE THE MEETING AND AT
ANY AND ALL ADJOURNMENTS THEREOF.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 4,000 4,000 04/29/2004
- ------------------------------------------------------------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC. WTS Annual Meeting Date: 05/05/2004
Issuer: 942749 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For No No
AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL
YEAR.
03 TO APPROVE THE WATTS WATER TECHNOLOGIES, INC. Management Against Yes No
2004 STOCK INCENTIVE PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 1,100 1,100 05/04/2004
- ------------------------------------------------------------------------------------------------------------------------------------
YOUNG INNOVATIONS, INC. YDNT Annual Meeting Date: 05/05/2004
Issuer: 987520 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 8,100 8,100 04/29/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CHESAPEAKE UTILITIES CORPORATION CPK Annual Meeting Date: 05/06/2004
Issuer: 165303 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 19,700 19,700 04/30/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NORTHRIM BANCORP, INC. NRIM Annual Meeting Date: 05/06/2004
Issuer: 666762 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF STOCK INCENTIVE PLAN. TO APPROVE Management Against Yes No
THE NORTHRIM BANCORP, INC. 2004 STOCK INCENTIVE
PLAN
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 7,500 7,500 05/05/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NTL INCORPORATED NTLI Annual Meeting Date: 05/06/2004
Issuer: 62940M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For No No
THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
03 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For No No
THE NTL 2003 STOCK OPTION PLAN.
04 ADOPTION OF SHARE ISSUANCE FEATURE OF THE NTL Management For No No
GROUP 2004 BONUS SCHEME.
05 ADOPTION OF NTL INCORPORATED SHARESAVE PLAN. Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 922 922 04/30/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TRANSPRO, INC. TPR Annual Meeting Date: 05/06/2004
Issuer: 893885 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 159,000 159,000 04/30/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TYLER TECHNOLOGIES, INC. TYL Annual Meeting Date: 05/06/2004
Issuer: 902252 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AMENDMENT TO THE TYLER STOCK OPTION PLAN. Management Against Yes No
03 ADOPTION OF THE TYLER EMPLOYEE STOCK PURCHASE Management For No No
PLAN.
04 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For No No
AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 60,000 60,000 05/05/2004
- ------------------------------------------------------------------------------------------------------------------------------------
STARTEK, INC. SRT Annual Meeting Date: 05/07/2004
Issuer: 85569C ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO AMEND THE STOCK OPTION PLAN TO INCREASE THE Management For No No
MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARD
UNDER THE PLAN FROM 1,585,000 TO 1,835,000.
03 TO AMEND THE DIRECTOR STOCK OPTION PLAN TO INCREASE Management For No No
THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARD
UNDER THE PLAN FROM 90,000 TO 140,000.
04 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No
AS INDEPENDENT AUDITORS FOR THE COMPANY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 1,000 1,000 05/03/2004
- ------------------------------------------------------------------------------------------------------------------------------------
AMERICAN LOCKER GROUP INCORPORATED ALGI Annual Meeting Date: 05/11/2004
Issuer: 027284 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 6,000 6,000 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BIW LIMITED BIW Annual Meeting Date: 05/11/2004
Issuer: 05547U ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO CONSIDER AND VOTE ON THE APPROVAL OF DWORKEN, Management For No No
HILLMAN, LAMORTE & STERCZALA, P.C. AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 1,500 1,500 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MAINE AND MARITIMES CORP MAM Annual Meeting Date: 05/11/2004
Issuer: 560377 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AMENDING THE COMPANY S CHARTER TO INCREASE THE Management For No No
MAXIMUM AGE DIRECTORS MAY STAND FOR ELECTION
TO 78.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 10,000 10,000 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MGE ENERGY, INC. MGEE Annual Meeting Date: 05/11/2004
Issuer: 55277P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 20,000 20,000 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MIDAS, INC. MDS Annual Meeting Date: 05/11/2004
Issuer: 595626 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For No No
THE INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE
FISCAL YEAR ENDING JANUARY 1, 2005.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 100,000 100,000 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TROJAN TECHNOLOGIES INC. TJNTF Annual Meeting Date: 05/11/2004
Issuer: 896924 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 THE ELECTION OF DIRECTORS AS SET OUT IN THE MANAGEMENT Management For No No
INFORMATION CIRCULAR FOR THE MEETING.
02 THE APPOINTMENT OF AUDITORS AS SET OUT IN THE Management For No No
MANAGEMENT INFORMATION CIRCULAR FOR THE MEETING
AND THE AUTHORIZATION OF THE DIRECTORS TO ESTABLISH
THE AUDITORS REMUNERATION.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 10,000 10,000 05/06/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BEASLEY BROADCAST GROUP, INC. BBGI Annual Meeting Date: 05/12/2004
Issuer: 074014 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AMENDMENT OF THE 2000 EQUITY PLAN. Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 32,500 32,500 05/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PACKAGING DYNAMICS CORPORATION PKDY Annual Meeting Date: 05/12/2004
Issuer: 695160 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS AUDITORS FOR THE CORPORATION FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 16,300 16,300 05/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PRIMEDIA INC. PRM Annual Meeting Date: 05/12/2004
Issuer: 74157K ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY AND APPROVE THE SELECTION BY THE BOARD Management For No No
OF DIRECTORS OF DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 85,000 85,000 05/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BKF CAPITAL GROUP, INC. BKF Annual Meeting Date: 05/13/2004
Issuer: 05548G ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management Witheld Yes No
02 TO RATIFY THE SELECTION OF GRANT THORNTON LLP Management For No No
AS INDEPENDENT AUDITORS FOR THE COMPANY.
03 TO APPROVE A STOCKHOLDER PROPOSAL RELATING TO Shareholder For Yes No
THE COMPANY S STOCKHOLDER RIGHTS PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 15,900 15,900 05/13/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CORE MOLDING TECHNOLOGIES, INC. CMT Annual Meeting Date: 05/13/2004
Issuer: 218683 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No
LLP AS AUDITORS FOR CORE MOLDING FOR THE YEAR
ENDING DECEMBER 31, 2004.
03 TO CONSIDER AND ACT UPON OTHER BUSINESS AS MAY Management For No No
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
OR POSTPONEMENTS OF THE MEETING.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 101,500 101,500 05/11/2004
- ------------------------------------------------------------------------------------------------------------------------------------
WATER PIK TECHNOLOGIES, INC. PIK Annual Meeting Date: 05/13/2004
Issuer: 94113U ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management Unvoted No
02 AMENDMENT OF THE COMPANY S 1999 INCENTIVE PLAN. Management Unvoted No
03 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, Management Unvoted No
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
SEPTEMBER 30, 2004.
04 STOCKHOLDER PROPOSAL - BOARD DECLASSIFICATION. Shareholder Unvoted No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 23,100 0
GABELLI MIGHTY MITES FUND 382722 100 23,100 0
- ------------------------------------------------------------------------------------------------------------------------------------
EXACTECH, INC. EXAC Annual Meeting Date: 05/14/2004
Issuer: 30064E ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No
LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 15,100 15,100 05/12/2004
- ------------------------------------------------------------------------------------------------------------------------------------
OLD DOMINION FREIGHT LINE, INC. ODFL Annual Meeting Date: 05/17/2004
Issuer: 679580 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO AMEND THE ARTICLES OF INCORPORATION TO ELIMINATE Management For No No
DIRECTOR AND OFFICER LIABILITY UNDER CERTAIN CIRCUMSTANCES.
03 TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE Shareholder For No No
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 10,800 10,800 05/12/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ROTO-ROOTER, INC. Annual Meeting Date: 05/17/2004
Issuer: 778787 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE AND ADOPT THE COMPANY S 2004 STOCK Management Against Yes No
INCENTIVE PLAN.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2002 Management For No No
EXECUTIVE LONG- TERM INCENTIVE PLAN.
04 TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE Shareholder For No No
OF INCORPORATION, AS AMENDED, INCREASING THE
NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
FROM 15,000,000 SHARES TO 40,000,000 SHARES.
05 TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE Management For No No
OF INCORPORATION, AS AMENDED, CHANGING THE COMPANY S
NAME TO CHEMED CORPORATION.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 4,000 4,000 05/13/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BERKSHIRE BANCORP INC. BERK Annual Meeting Date: 05/18/2004
Issuer: 084597 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 REVERSE STOCK SPLIT Shareholder For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 9,700 9,700 05/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION FFIC Annual Meeting Date: 05/18/2004
Issuer: 343873 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 37,500 37,500 05/13/2004
- ------------------------------------------------------------------------------------------------------------------------------------
POORE BROTHERS, INC. SNAK Annual Meeting Date: 05/18/2004
Issuer: 732813 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE POORE Management Against Yes No
BROTHERS, INC. 1995 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE
$.01 PER SHARE RESERVED FOR ISSUANCE THEREUNDER BY
500,000 SHARES FROM 2,500,000 TO 3,000,000 SHARES.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 5,000 5,000 05/14/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RURAL CELLULAR CORPORATION RCCC Annual Meeting Date: 05/18/2004
Issuer: 781904 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management Withheld Yes No
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For No No
AUDITORS FOR THE COMPANY S 2004 FISCAL YEAR
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 10,000 10,000 05/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SOUTHERN ENERGY HOMES, INC. SEHI Annual Meeting Date: 05/18/2004
Issuer: 842814 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 155,000 155,000 05/13/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CAVALIER HOMES, INC. CAV Annual Meeting Date: 05/19/2004
Issuer: 149507 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For No No
OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
03 OTHER MATTERS: IN THEIR DISCRETION, UPON SUCH Management For No No
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 40,000 40,000 05/14/2004
- ------------------------------------------------------------------------------------------------------------------------------------
HANMI FINANCIAL CORPORATION HAFC Annual Meeting Date: 05/19/2004
Issuer: 410495 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 INCREASE NUMBER OF AUTHORIZED SHARES. TO AMEND Shareholder For No No
THE HANMI CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
THAT MAY BE ISSUED FROM 50 MILLION SHARES TO
200 MILLION SHARES.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 5,933 5,933 05/14/2004
- ------------------------------------------------------------------------------------------------------------------------------------
HORIZON TELCOM, INC. HRZTA Annual Meeting Date: 05/19/2004
Issuer: 440441 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 80 80 05/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MIDDLESEX WATER COMPANY MSEX Annual Meeting Date: 05/19/2004
Issuer: 596680 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No
LLP AS AUDITORS FOR THE COMPANY FOR THE YEAR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 14,666 14,666 05/14/2004
- ------------------------------------------------------------------------------------------------------------------------------------
COMMUNICATIONS SYSTEMS, INC. JCS Annual Meeting Date: 05/20/2004
Issuer: 203900 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S Management Against Yes No
STOCK PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 8,000 8,000 05/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
GREEN MOUNTAIN POWER CORPORATION GMP Annual Meeting Date: 05/20/2004
Issuer: 393154 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For No No
& TOUCHE AS THE INDEPENDENT ACCOUNTANTS FOR THE
COMPANY FOR 2004.
03 THE PROPOSAL TO AMEND AND RESTATE THE COMPANY S Management For No No
S RESTATED ARTICLES OF ASSOCIATION.
04 THE PROPOSAL TO APPROVE THE 2004 STOCK INCENTIVE Management Against Yes No
PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 24,600 24,600 05/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NEW ULM TELECOM, INC. NULM Annual Meeting Date: 05/20/2004
Issuer: 649060 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 A PROPOSAL TO AMEND ARTICLE III, SECTION 2 OF Management For No No
THE COMPANY S ARTICLES OF INCORPORATION, WHICH
CURRENTLY PROVIDES THAT NO INDIVIDUAL SHAREHOLDER,
PARTNERSHIP, CORPORATION OR FIDUCIARY SHALL OWN
EITHER IN THEIR, HIS OR HER OWN RIGHT OR JOINTLY
WITH ANOTHER PARTY MORE THAN SEVEN PERCENT (7%)
OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY,
AS DESCRIBED IN THE STATEMENT.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 6,876 6,876 05/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
STANDARD MOTOR PRODUCTS, INC. SMP Annual Meeting Date: 05/20/2004
Issuer: 853666 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management Witheld Yes No
02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For No No
THE COMPANY S 2004 OMNIBUS STOCK OPTION PLAN
UNDER WHICH 500,000 SHARES OF THE COMPANY S COMMON
STOCK WILL BE AVAILABLE FOR ISSUANCE THEREUNDER.
03 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For No No
THE COMPANY S 2004 INDEPENDENT OUTSIDE DIRECTORS
STOCK OPTION PLAN WHICH 50,000 SHARES OF THE
COMPANY S COMMON STOCK WILL BE AVAILABLE FOR
ISSUANCE THEREUNDER.
04 SHAREHOLDER PROPOSAL CONCERNING PREFERRED SHARE Shareholder For Yes No
PURCHASE RIGHTS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 48,100 48,100 05/20/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PAXSON COMMUNICATIONS CORPORATION Annual Meeting Date: 05/21/2004
Issuer: 704231 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For No No
YOUNG LLP AS THE COMPANY S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 90,000 90,000 05/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
THORATEC CORPORATION THOR Annual Meeting Date: 05/21/2004
Issuer: 885175 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 307 30,000 30,000 05/19/2004
- ------------------------------------------------------------------------------------------------------------------------------------
VITRIA TECHNOLOGY, INC. VITR Annual Meeting Date: 05/21/2004
Issuer: 92849Q ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No
AS INDEPENDENT AUDITORS OF THE COMPANY FOR OUR
FISCAL YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 401 40,000 40,000 05/19/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BOSTON BEER COMPANY, INC. SAM Annual Meeting Date: 05/25/2004
Issuer: 100557 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 15,000 15,000 05/22/2004
- ------------------------------------------------------------------------------------------------------------------------------------
DEL LABORATORIES, INC. DLI Annual Meeting Date: 05/25/2004
Issuer: 245091 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RE-APPROVAL OF THE 1999 AMENDED AND RESTATED Management For No No
ANNUAL INCENTIVE PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 15,000 15,000 05/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
TIB FINANCIAL CORP. TIBB Annual Meeting Date: 05/25/2004
Issuer: 872449 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE RESTATED ARTICLES OF INCORPORATION Management For No No
03 APPROVAL OF THE TIB FINANCIAL CORP. 2004 EQUITY Management For No No
INCENTIVE PLAN
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 103 500 500 05/20/2004
- ------------------------------------------------------------------------------------------------------------------------------------
GRAY TELEVISION, INC. GTN Annual Meeting Date: 05/26/2004
Issuer: 389375 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 THE PROPOSAL TO APPROVE THE AMENDMENT TO THE Management For No No
GRAY TELEVISION, INC. 2002 LONG TERM INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2,000,000
SHARES.
03 THE PROPOSAL TO APPROVE THE AMENDMENT TO GRAY S Shareholder For No No
RESTATED ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 50,000,000 AUTHORIZED SHARES TO 100,000,000
AUTHORIZED SHARES.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 34,500 34,500 05/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ACME COMMUNICATIONS, INC. ACME Annual Meeting Date: 05/27/2004
Issuer: 004631 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For No No
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 60,000 60,000 05/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CONCORDE CAREER COLLEGES, INC. CCDC Annual Meeting Date: 05/27/2004
Issuer: 20651H ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF BKD LLP AS Management For No No
THE INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 201 16,500 16,500 05/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
KATY INDUSTRIES, INC. KT Annual Meeting Date: 05/27/2004
Issuer: 486026 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS THE INDEPENDENT PUBLIC AUDITORS OF KATY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 64,000 64,000 05/21/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ICU MEDICAL, INC. ICUI Annual Meeting Date: 05/28/2004
Issuer: 44930G ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE Management For No No
LLP AS AUDITORS FOR THE COMPANY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 11,000 11,000 05/24/2004
- ------------------------------------------------------------------------------------------------------------------------------------
EDGEWATER TECHNOLOGY, INC. EDGW Annual Meeting Date: 06/02/2004
Issuer: 280358 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For No No
& TOUCHE, LLP AS INDEPENDENT AUDITORS FOR THE
COMPANY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 80,100 80,100 05/24/2004
- ------------------------------------------------------------------------------------------------------------------------------------
WHX CORPORATION WHX Annual Meeting Date: 06/02/2004
Issuer: 929248 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 409 7,666 7,666 06/02/2004
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management Witheld Yes No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 201 5,500 5,500 06/02/2004
GABELLI MIGHTY MITES FUND 382722 300 22,000 22,000 06/02/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CANTERBURY PARK HOLDING CORPORATION ECP Annual Meeting Date: 06/03/2004
Issuer: 13811E ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S Management Against Yes No
STOCK PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 10,500 10,500 05/28/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CROWN MEDIA HOLDINGS, INC. CRWN Annual Meeting Date: 06/03/2004
Issuer: 228411 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 40,000 40,000 05/25/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SL INDUSTRIES, INC. SLI Annual Meeting Date: 06/09/2004
Issuer: 784413 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For No No
LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 24,600 24,600 05/27/2004
- ------------------------------------------------------------------------------------------------------------------------------------
VITALWORKS INC. VWKS Annual Meeting Date: 06/09/2004
Issuer: 928483 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP Management For No No
AS INDEPENDENT AUDITORS FOR VITALWORKS INC. FOR
THE YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 210,000 210,000 05/27/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SALEM COMMUNICATIONS CORPORATION SALM Annual Meeting Date: 06/10/2004
Issuer: 794093 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For No No
LLP AS SALEM S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 12,000 12,000 05/27/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEUM DEVELOPMENT CORPORATION PETD Annual Meeting Date: 06/11/2004
Issuer: 716578 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC Management For No No
ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
03 TO APPROVE THE 2004 LONG-TERM EQUITY COMPENSATION Management Against Yes No
PLAN.
04 TO APPROVE THE NON-EMPLOYEE DIRECTOR DEFERRED Management For No No
COMPENSATION PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 10,000 10,000 06/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SUREWEST COMMUNICATIONS SURW Annual Meeting Date: 06/11/2004
Issuer: 868733 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 1,000 1,000 06/02/2004
- ------------------------------------------------------------------------------------------------------------------------------------
LIFEWAY FOODS, INC. LWAY Annual Meeting Date: 06/12/2004
Issuer: 531914 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF GLEESON, SKLAR, SAWYERS & CUMPATA Management For No No
LLP AS INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 11,000 11,000 06/02/2004
- ------------------------------------------------------------------------------------------------------------------------------------
COMMUNITY SERVICE COMMUNICATIONS, IN CMYS Annual Meeting Date: 06/15/2004
Issuer: 20404P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 VOTE TO FIX NUMBER OF DIRECTORS AT FOUR. Management For No No
02 DIRECTOR Management For No No
03 VOTE TO APPROVE AND ADOPT THE PLAN OF COMPLETE Management For No No
LIQUIDATION AND DISSOLUTION OF THE COMPANY.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 203 8,260 8,260 06/11/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PATRIOT NATIONAL BANCORP, INC. PNBK Annual Meeting Date: 06/15/2004
Issuer: 70336F ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION. Shareholder Against Yes No
03 PROPOSAL TO RATIFY THE APPOINTMENT OF MCGLADREY Management For No No
& PULLEN, LLP AS INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 104 3,500 3,500 06/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CPI AEROSTRUCTURES, INC. CVU Annual Meeting Date: 06/16/2004
Issuer: 125919 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 308 13,300 13,300 06/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MOVADO GROUP, INC. MOV Annual Meeting Date: 06/17/2004
Issuer: 624580 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO RATIFY AND APPROVE THE SELECTION BY THE BOARD Management For No No
OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY
FOR THE FISCAL YEAR ENDING JANUARY 31, 2005.
03 TO APPROVE EXTENDING THE TERM OF THE COMPANY S Management For No No
DEFERRED COMPENSATION PLAN FOR EXECUTIVES,
AS AMENDED AND RESTATED.
04 TO APPROVE THE ADOPTION OF AN AMENDMENT AND RESTATEMENT Management For No No
OF THE COMPANY S 1996 STOCK INCENTIVE PLAN.
05 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Shareholder For No No
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK
AND CLASS A COMMON STOCK.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 6,000 6,000 06/08/2004
- ------------------------------------------------------------------------------------------------------------------------------------
WILLIAM H. SADLIER, INC. SADL Annual Meeting Date: 06/17/2004
Issuer: 786327 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 4,000 4,000 06/04/2004
- ------------------------------------------------------------------------------------------------------------------------------------
AVIALL, INC. AVL Annual Meeting Date: 06/18/2004
Issuer: 05366B ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 APPROVAL OF THE AMENDMENT TO THE AVIALL, INC. Management Against Yes No
AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN.
03 APPROVAL OF THE AMENDMENT TO THE AVIALL, INC. Management Against Yes No
1998 STOCK INCENTIVE PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 2,500 2,500 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
BIOSITE INCORPORATED BSTE Annual Meeting Date: 06/18/2004
Issuer: 090945 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management Against Yes No
COMPANY S 1996 STOCK INCENTIVE PLAN.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management For No No
COMPANY S EMPLOYEE STOCK PURCHASE PLAN.
04 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For No No
OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 12,000 12,000 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
INTERPORE INTERNATIONAL, INC. BONZ Special Meeting Date: 06/18/2004
Issuer: 46062W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For No No
OF MERGER, DATED AS OF MARCH 7, 2004, BY AND
AMONG INTERPORE INTERNATIONAL, INC., A DELAWARE
CORPORATION, BIOMET, INC., AN INDIANA CORPORATION,
AND LAKER ACQUISITION CORP. I, A DELAWARE CORPORATION
AND A WHOLLY-OWNED SUBSIDIARY OF BIOMET.
02 ANY PROPOSAL PRESENTED BY INTERPORE S MANAGEMENT Management For No No
TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO
A LATER DATE, BUT IN NO EVENT LATER THAN OCTOBER
1, 2004, INCLUDING AN ADJOURNMENT OR POSTPONEMENT
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES IN FAVOR OF APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 80,000 80,000 05/26/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NWH, INC. NWIR Annual Meeting Date: 06/18/2004
Issuer: 62946E ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF PRICEWATERHOUSECOOPERS L.L.P. Management For No No
AS THE COMPANY S INDEPENDENT AUDITORS
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 10,000 10,000 06/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ZORAN CORPORATION ZRAN Annual Meeting Date: 06/18/2004
Issuer: 98975F ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE THE ADOPTION OF ZORAN S 2004 EQUITY Management Against Yes No
INCENTIVE PLAN.
03 TO APPROVE AN AMENDMENT TO ZORAN S 1995 OUTSIDE Management Against Yes No
DIRECTORS STOCK OPTION PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
THEREUNDER BY 100,000.
04 TO APPROVE AN AMENDMENT TO ZORAN S 1995 EMPLOYEE Management For No No
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
THEREUNDER BY 250,000.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS ZORAN S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 12,000 12,000 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
CAVCO INDUSTRIES, INC. CVCO Annual Meeting Date: 06/22/2004
Issuer: 149568 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF JACQUELINE DOUT AS A DIRECTOR TO Management For No No
SERVE UNTIL THE ANNUAL MEETING OF STOCKHOLDERS
IN 2007.
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For No No
LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 107 60,000 60,000 06/10/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NMT MEDICAL, INC. NMTI Annual Meeting Date: 06/22/2004
Issuer: 629294 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Management Against Yes No
STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK AUTHORIZED
FOR ISSUANCE THEREUNDER FROM 700,000 SHARES TO
1,100,000 SHARES.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No
AS THE COMPANY S INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
NET PERCEPTIONS, INC. NETP Annual Meeting Date: 06/23/2004
Issuer: 64107U ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 101 500,000 500,000 06/11/2004
- ------------------------------------------------------------------------------------------------------------------------------------
GRIFFIN LAND & NURSERIES, INC. GRIF Annual Meeting Date: 06/24/2004
Issuer: 398231 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AUTHORIZATION OF THE SELECTION OF INDEPENDENT Management For No No
ACCOUNTANTS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 100 7,100 7,100 06/11/2004
- ------------------------------------------------------------------------------------------------------------------------------------
MATERIAL SCIENCES CORPORATION MSC Annual Meeting Date: 06/24/2004
Issuer: 576674 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 AUTHORIZE PROXIES TO VOTE UPON SUCH OTHER BUSINESS Management For No No
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 25,000 25,000 06/11/2004
- ------------------------------------------------------------------------------------------------------------------------------------
RAYTECH CORPORATION RAY Annual Meeting Date: 06/24/2004
Issuer: 755103 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No
LLP AS AUDITORS FOR 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 108 45,000 45,000 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
KENSEY NASH CORPORATION KNSY Special Meeting Date: 06/28/2004
Issuer: 490057 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE THE FOURTH AMENDED AND RESTATED Management Against Yes No
KENSEY NASH CORPORATION EMPLOYEE INCENTIVE COMPENSATION
PLAN.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 24,000 24,000 06/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
ORTHOFIX INTERNATIONAL N.V. OFIX Annual Meeting Date: 06/29/2004
Issuer: N6748L ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 PROPOSAL TO APPROVE ORTHOFIX INTERNATIONAL N.V. Management Against Yes No
2004 LONG-TERM INCENTIVE PLAN.
3A PROPOSAL TO APPROVE AMENDMENT TO ARTICLES OF Shareholder For No No
ASSOCIATION TO INCREASE THE MAXIMUM NUMBER OF
SHARES AVAILABLE FOR ISSUANCE.
3B PROPOSAL TO APPROVE AMENDMENT TO ARTICLES OF Management For No No
ASSOCIATION TO MAKE OTHER CHANGES.
04 PROPOSAL TO APPROVE THE BALANCE SHEET AND INCOME Management For No No
STATEMENT AT AND FOR THE YEAR ENDED DECEMBER
31, 2003.
05 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For No No
AS INDEPENDENT AUDITORS FOR ORTHOFIX AND ITS
SUBSIDIARIES FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 102 4,000 4,000 06/18/2004
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEUM GEO-SERVICES ASA Annual Meeting Date: 06/30/2004
Issuer: 716599 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ELECTION OF ONE PERSON TO COUNTERSIGN Management For No No
THE MINUTES.
04 APPROVAL OF THE AUDITORS FEE FOR 2003. Management For No No
05 APPROVAL OF THE BOARD MEMBERS FEE FOR 2003. Management For No No
06 APPROVAL OF THE PRINCIPLES FOR THE MEMBERS OF Management For No No
THE BOARD OF DIRECTORS FEE FOR THE PERIOD OCTOBER
16, 2003 TO OCTOBER 16, 2005.
07 APPROVAL OF THE INDEMNIFICATION OF BOARD MEMBERS. Management For No No
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 19 19 06/17/2004
- ------------------------------------------------------------------------------------------------------------------------------------
SRS LABS, INC. SRSL Annual Meeting Date: 06/30/2004
Issuer: 78464M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No No
02 RATIFICATION OF INDEPENDENT AUDITORS: PROPOSAL Management For No No
TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP
AS THE COMPANY S INDEPENDENT AUDITORS.
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 106 1,000 1,000 06/25/2004
- ------------------------------------------------------------------------------------------------------------------------------------
STOLT OFFSHORE S.A. SOSA Special Meeting Date: 06/30/2004
Issuer: 861567 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO INCREASE THE NUMBER OF THE MEMBERS OF THE Management For No No
BOARD OF DIRECTORS OF THE COMPANY FROM SEVEN
TO NINE.
02 TO ELECT DIRECTORS OF THE COMPANY. (A) GEORGE Management For No No
DOREMUS (B) TROND WESTLIE
Custodian Stock Ballot Voted Vote
Account Name Account Class Shares Shares Date
--------------------------------------------------------------------------------------------------------------------------
GABELLI MIGHTY MITES FUND 382722 105 10,000 10,000 06/19/2004
For the period of July 1, 2003 to June 30, 2004 The Gabelli Westwood
Intermediate Bond Fund did not hold any voting securities.
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 The Gabelli Westwood Funds
---------------------------------------------------------------------
By (Signature and Title)* /s/ Bruce N. Alpert
-------------------------------------------------------
Bruce N. Alpert, Principal Executive Officer
(Principal Executive Officer)
Date August 18, 2004
---------------------------------------------------------------------------
*Print the name and title of each signing officer under his or her signature.