UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-8507
ICM SERIES TRUST
Two Portland Square
Portland, Maine 04101
207-879-1900
David Whitaker
Forum Administrative Services, LLC
Two Portland Square
Portland, Maine 04101
Date of fiscal year end: December 31, 2004
Date of reporting period: July 1, 2003 - June 30, 2004
PROXY LOG - VOTES FOR AND AGAINST
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DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
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BNS Co. BNSXA 55961304 7/28/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
2 -01 - Richard M. Donnelly,
02 - Kenneth N. Kermes
To Approve Sale of the
Company's Rhode Island
Property, constituting
the sale of substantially of
the assets of the company Management Yes For For
To Ratify the appointment of
Ernst & Young LLP as
company's independent
Accountants for the fiscal
year ending 12/31/03 Management Yes For For
Pioneer Standard
Electronics, Inc. PIOS 723877106 7/29/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1 -01 - Charles F. Christ,
02 - Arthur Thein,
03-Thomas C. Sullivan
McKesson Corporation MCK 58155Q103 7/30/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - Alton F. Irby III,
02 - James V. Napier
Ratifying the appointment of
Deloitee & Touche LLP as the
company's independent
auditors Management Yes For For
Stockholder proposal regarding
severance payments Management Yes For Against
GSI Lumonics Inc. GSLI 36229U102 8/4/2003 Approval of a special
resolution, the test of
which is attached as
Appendix A to to the
management proxy
circular-prospectus,
authorizing the completion
by the company of a plan of
arrangement under Section
128 of the Business
Corporations Act (New
Brunswick) involving the
company, its securityholders
and GSLI Corp, as described
in the management proxy
circular-prospectus. Management Yes For For
Van Kampen Asian Equity
Fund- Cl A MSAAX 921133708 8/13/2003 To approve an agreement and
plan of reorganization
pursuant to which Van Kampen
Asian Equity Fund would (I)
transfer all of its assets
and liabilities to Van
Kampen Emerging Markets Fund
in exchange for Class A, B
and C shares of Van Kampen
Emerging Markets Fund, (II)
Distribute such Class A, B
and C shares to its
shareholders and (III) be
dissolved. Management Yes Against Against
Network Equipment
Technologies Inc. NWK 641208103 8/12/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - David R. Laube,
02 - Hubert A. J. Whyte
Ratifying the appointment of
Deloitee & Touche LLP to
serve as the company's
independent accountants for
the fiscal year ending
March 26, 2004 Management Yes For For
To approve an amendment to the
Company's 1993 Stock Option
Plan making various changes,
including extending the term
of the plan five years Management Yes For For
To approve an amendment to the
Company's 1998 Employee
Stock Purchase Plan to
clarify the administrator's
ability to designate
subsidiaries for
participation in the plan. Management Yes For For
Helen of Troy Limited HELE G4388N106 8/26/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - Gary B. Abromovitz,
02- John B. Butterworth,
03-Christopher L. Carameros,
04-Daniel C. Montano,
05-Byron H. Rubin,
06-Gerald J. Rubin,
07-Stanlee N. Rubin
To approve an amendment to the
Helen of Troy Limited 1998
Stock Option and restricted
stock plan. Management Yes For For
To approve an amendment to the
Helen of Troy 1997 cash
bonus performance plan Management Yes For For
To ratify the appointment of
KPMG LLP as Independent
Auditors of the company to
serve for the 2004 fiscal
year. Management Yes For For
Measurement Specialties MSS 583421102 9/23/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - Joseph R. Mallon,
02- The Hon. Dan J. Samuel
To approve the adoption of the
Measurement Specialties,
Inc. Stock Option Plan Management Yes For For
To ratify the selection by the
company of Grant Thornton
LLP, Independent Public
Accountants, to audit the
financial statements of the
company for the fiscal year
ending March 31, 2004 Management Yes For For
Merrimac Cas Series
Investment Class MRIXX 590266300 9/16/2003 Approval of an investment
sub-adviser agreement
between Investors Bank &
Trust Company-Advisory
division and Lincoln Capital
Fixed Income Management
Company, LLC. Management Yes For For
Approval of a "Manager-of-
Managers" arrangement for
the Fund. Management Yes For For
Pioneer-Standard
Electronics, Inc. AGYS 723877106 9/12/2003 Proposal to approve the
amendment to the amendment
to the amended articles of
incorporation to change the
name of the company Management Yes Against Against
(holders
General Motors as of)
Corporation GM 370442105 8/1/2003 Approval of the first GM
Charter Amendment Management Yes For For
Ratification of the new Hughes
certificate of Incorporation Management Yes For For
Ratification of the Hughes
Split-off, including the
special dividend Management Yes For For
Ratification of the GM/News
Stock sale Management Yes For For
Ratification of the News Stock
Acquisition Management Yes For For
Approval of the Second GM
Charter Amendment Management Yes For For
Proctor & Gamble
Company PG 742718109 10/14/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - Norman R. Augustine,
02 - A.G. Lafley,
03 - Johnathan A. Rodgers
04 - John F. Smith, Jr.,
05 - Margaret C. Whitman
Ratify appointment of
independent auditors Management Yes For For
Approve the Procter & Gamble
2003 Non-Employee Director's
Stock Plan Management Yes For For
Board of Directors' Terms Shareholder Yes Against For
Label Genetically Engineered
Foods Shareholder Yes Against For
The Korea Fund, Inc. KF 500634100 10/1/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 - Kenneth C. Froewiss,
02 - R.A. DA Frota Nogueira
Oracle Corporation ORCL 68389X105 10/13/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For
1-01 -Lawrence J. Ellison,
02 -Donald L. Lucas,
03-Michael J. Boskin
04-Jeffrey O. Henley,
05-Jack F. Kemp,
06-Jeffrey Berg,
07-Safra Catz,
08-Hector Garcia-Monlina,
09-Joseph A Grundfest,
10-Raymond Bingham
Proposal for the approval of
the adoption of the fiscal
year 2004 executive bonus
plan Management Yes For For
Proposal to ratify the
appointment of Ernst & Young
LLP as independent auditors
of the company of the fiscal
year ending May 31, 2004 Management Yes For For
Proposal for the approval of
the amended and restated
1993 directors stock plan Management Yes For For
Proposal to adopt the "China
business principles for
rights of workers in China" Management Yes Against For
Applera Corporation ABI 38020202 10/16/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Richard H. Ayers,
02 -Jean-Luc Belingard,
03-Robert H. Hayes
04-Arnold J. Levine,
05-William H. Longfield,
06-Theodore E. Martin
07-Carolyn W. Slayman,
08-Orin R. Smith,
09-James R. Tobin,
10-Tony White
Ratification of the selection
of Pricewaterhousecoopers
LLP as independent Management Yes For For
Page 1
PROXY LOG - VOTES FOR AND AGAINST
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MATTER PROPOSED FUND HOW AGAINST
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accountants for the fiscal
year ending June 30, 2004
Magnetek, Inc. MAG 559424106 10/29/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Andrew g. Galef,
02 -Thomas G. Boren,
03-Dewain K. Cross,
04-Paul J. Kofmehl,
05-Mitchell I. Quain,
06-Robert E. Wycoff
Tommy Hilfiger
Corporation TOM G8915Z102 11/3/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -David F. Dyer,
02 -Clinton V. Silver
Approval of the Tommy Hilfiger
Corporation 2003 Incentive
Compensation Plan Management Yes Against Against
Ratify the Appointment of
PriceWaterhouseCoopers LLC
as Independent Auditors Management Yes For For
Automatic Data
Processing Inc ADP 53015103 11/11/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Gregory D. Brenneman,
02-Leslie A. Brun,
03-Gary C. Butler
04-Joseph A. Califano, Jr.
05-Leon G. Cooperman,
06-Ann Dibble Jordan,
07-Harvey M. Krueger,
08-Frederic V. Malek,
09-Henry Taub
10-Arthur F. Winback,
11- Josh S. Weston
Approval of the Amendments to
the Company's 2000 Key
Employee's Stock Option Plan Management Yes For For
Approval of the Amendments to
the Company's Employee's
Savings Stock Purchase plan Management Yes For For
Approval of the Company's 2003
Director Stock Plan Management Yes For For
Appointment of Deloitte &
Touche LLP Management Yes For For
JLG Industries, Inc. JLG 466210101 11/20/2003 Directors Recommend:
A vote for the election
of the following nominees: Management Yes For For
1-01 -R.V. Armes,
02-G.R. Kempton,
03-W.M. Lasky,
04-J.A. Mezera
05-S. Rabinowitz,
06-R.C. Stark,
07-T.C. Wajnert,
08-C.O. Wood III
Approve the JLG Industries
Inc. 2003 Long Term
incentive plan Management Yes For For
Ratify the appointment of Ernst
& Young LLP as independent
auditors for the ensuing
year. Management Yes For For
DT Industries, Inc. DTII 23333J108 11/11/2003 Directors Recommend:
A vote for the election of the Withhold
following nominees: Management Yes All Against
1-01 -James J. Kerley,
02-John F. Logan,
03-Charles F. Pollnow
Approval of proposal
recommending that the board
rescind the company's rights
agreement (also referred to
as a "poison pill") Management Yes For Against
InterTan, Inc. ITN 461120107 12/5/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Darcy McKeough,
02-Ron G. Stegall
Viewpoint Corporation VWPT 92672P108 12/10/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Jerry Amato,
02-Thomas Bennett,
03-James Crabbe,
04-Stephen Duff,
05-Samuel Jones,
06- Robert Rice
To Ratify the appointment of
PriceWaterhouseCoopers LLP
as Independent accountants
for Viewpoint for the 2003
fiscal year Management Yes For For
Senesco Technologies,
Inc. SNT 817208408 12/15/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Ruedi Stadler,
02-Bruce C. Galton,
03- John E. Thompson,
04-Christopher Forbes,
05-Thomas C. Quick,
06- David Rector,
07-John N. Braca
Approval of the Proposal to
ratify the appointment of
Goldstein, Golub Kessler LLP
as the independent auditors
of the company for the
fiscal year ending
June 30, 2004 Management Yes For For
Craftmade International CRFT 22413E104 11/26/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -James Ridings,
02-Clifford Crimmings,
03-Kathleen Oher,
04-Paul Knuckley,
05-Jerry Kimble,
06-John Deblois,
07-Kart C, Sbidgrass
08-R. Don Morris,
09-William E. Bucek,
10-Dale Griggs
To Ratify the appointment of
PriceWaterhouseCoopers LLP
as Independent auditors Management Yes For For
LTX Corporation LTXX 502392103 12/10/2003 Directors Recommend:
A vote for the election
of the following nominees: Management Yes For For
1-01 -Roger W. Blethen,
02-Robert J. Boehlke,
03-Roger J. Maggs
To approve the LTX Corporation
2004 Employee Stock Purchase
Plan Management Yes For For
Sycamore Networks SCMR 871206108 12/18/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Timothy A. Barrows,
02-John W. Gerdelman
To Ratify the Selection of the
firm of
PriceWaterhouseCoopers LLP
as auditors of the
Corporation for the Fiscal
Year ending July 31, 2004 Management Yes For For
Blue Rhino Corporation RINO 95811105 12/16/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Mark Castaneda,
02-Steven D. Devick,
03-David L. Warnock
Proposal to approve the
amendment to the 1998 Stock
Incentive Plan Management Yes Against Against
Proposal to approve the
amendments to the director
plan Management Yes Against Against
Proposal to ratify the
appointment of Ernst & Young
LLP as the Company's
Independent accountants for
the fiscal year ending
July 31, 2004. Management Yes For For
Danka Business Systems
Plc DANKY 236277109 12/12/2003 To re-elect Jaime W. Ellertson
as a Director Management Yes For For
To re-elect J. Ernest Riddle as
a Director Management Yes For For
To re-elect James L. Singleton
as a Director Management Yes For For
To appoint the auditors and
authorize the board of
directors to fix their
remuneration Management Yes For For
To authorize the board of
directors to allot
securities up to an
aggregate nominal amount of
851,999 pounds Management Yes For For
To empower the board of
directors to allot
securities, subject to
certain limitations without
providing certain
pre-emptive rights Management Yes For For
To approve the directors'
remuneration report for the
year ended 31st March 2003 Management Yes For For
Covista Communications,
Inc. CVST 223574104 12/16/2003 Directors Recommend:
A vote for the election of
the following nominees: Management Yes For For
1-01 -Kevin Alward,
02-Leon Genet,
03-Donald Jones,
04-John Leach
05-Henry Luken III,
06-W. Thorpe McKenzie,
07-Nicholas Merrick
08- Jay Miller
Ratification of the selection
of Deloitte & Touche, LLP as
Independent Auditors of the
company for the fiscal year
ending January 31, 2004 Management Yes For For
Analogic Corporation ALOG 32657207 12/4/2003 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Bernard M. Gordon,
02-John A. Tarello,
03-John W. Wood, Jr.
To consider and act upon the
matter of approving an
amendment to the company's
key employee stock bonus
plan, as amended Management Yes For For
To consider and act upon the
matter of approving an
amendment to the company's
1997 non-qualified stock
option plan for non-employee
directors, as amended Management Yes For For
Woodhead Industries,
Inc. WDHD 979438108 1/30/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
Page 2
PROXY LOG - VOTES FOR AND AGAINST
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DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
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1-01 -William K. Hall,
02- Linda Y.C. Lim,
03-Thomas McKane
Ratification of the appointment
of Ernst & Young LLP as
Independent Public Accountants Management Yes For For
Tweeter Home
Entertainment Group,
Inc. TWTR 901167106 1/15/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 -Jeffrey Stone,
02- Jeffrey Bloomberg
Approve the adoption of
Tweeter's 2004 Long-Term
Incentive Management Yes Against Against
Approve the Issuance of
Warrants, and underlying
shares of Tweeter common
stock to Retailmasters, LLC. Management Yes Against Against
Ratify the appointment of
Deloitte & Touche, LLP as
independent auditors Management Yes For For
Emerson Electric Co. EMR 291011104 2/3/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 C. Fernandez G.,
02-C.F. Knight,
03-G.A. Lodge,
04- R.L. Ridgway
05-E.E. Whitacre, JR.
Re-approval of performance
measures under the Emerson
Electric Co. 1997 incentive
shares plan Management Yes For For
Ratification of independent
auditors Management Yes For For
Varian Semiconductor
Equip. Assoc., Inc. VSEA 922207105 2/10/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 Robert W. Dutton
To approve an amendment to the
omnibus stock plan to
authorize the issuance of up
to an aggregate of 100,000
shares of common stock in
the form of stock
appeciation rights,
performance units,
performance shares and/or
restricted stock Management Yes For For
To approve an amendment to the
omnibus stock plan to
increase the number of
shares of common stock
reserved for issuance under
the plan by 2,100,000
shares. Management Yes For For
To ratify the selection of
PriceWaterHouse Coopers LLP
as Varian SemiConductor's
Independent accountants for
the fiscal year ending
October 1, 2004. Management Yes For For
Lucent Technologies
Inc. LU 549463107 2/18/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
1-01 Karl J. Kpapek,
02-Patricia F. Russo,
03-Henry B. Schacht
04-Franklin A. Thomas
Directors' Proposal to
declassify the board and to
allow for the removal of
directors without cause Management Yes For For
Directors' Proposal to approve
our 2004 equity compensation
plan for non-employee
directors Management Yes For For
Directors' Proposal to approve
a reverse stock split in one
of four ratios Management Yes For For
Shareowner proposal to require
shareowner approval of
future severance agreements Shareholder Yes Against For
Shareowner proposal to
discontinue executive equity
compensation programs after
expiration of existing
commitments Shareholder Yes Against For
The Shaw Group, Inc. SGR 820280105 1/30/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Against Against
01- J.M. Bernhard, Jr.,
02-L.Lane Grigsby,
03-David W. Hoyle,
04-Albert Mcalister,
05-Charles E. Roemer, III
06-John W. Sinders, Jr.,
07-T.A. Barfield, Jr.
08-James F. Barker
To approve an amendment to the
Shaw Group Inc. 2001
Employee Incentive
Compensation Plan to
increase by 2,000,000 shars
the number of shares of the
company's no par value
common stock reserved for
issuance thereunder Management Yes Against Against
To approve an amendment to the
Shaw Group Inc. 1996
non-employee Director Option
Plan to increase by 150,000
shares the number of shares
of the company's no par
value common stock reserved
for issuance thereunder Management Yes Against Against
In their discretion, the
proxies are authorized to
vote upon such other
business as may properly
come before the meeting. Management Yes Against Against
John Hancock Financial
Services JHF 41014S106 2/24/2004 Adoption of the merger
agreement: the adoption of
the agreement and plan of
merger, dated as of 9/28/03,
among Manulife Financial
Corporation, John Hancock
Financial Services, Inc. and
Jupiter Merger Corporation,
a wholly-owned subsidiary of
Manulife Financial
Corporation, as amended by
the first amendment to
agreement and plan of
merger, dated as of
12/29/03. Management Yes For For
Avaya Inc. AV 53499109 2/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Joseph P. Landy,
02-Mark Leslie,
03-Donald K. Peterson,
04-Anthony P. Terracciano
Directors Proposal - Approaval
of the Avaya Inc. 2004 long
term incentive plan, which
is the amended and restated
Avaya Inc. long term
incentive plan for
management employees Management Yes For For
Shareholder proposal regarding
chief executive officer
compensation Shareholder Yes Against For
Biotechnology Portfolio FBIOX 316390772 3/24/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withold Against
01-Michael Cook,
02-Ralph F. Cox,
03-Laura B. Cronin,
04-Robert M. Gates
05-George H. Heilmeier,
06-Abigail P. Johnson,
07-Edward C. Johnson 3D
08-Donald J. Kirk,
09-Marie L. knowles,
10-Ned C. Lautenbach,
11 Marvin L. Mann,
12-William O. McCoy,
13- Robert L. Reynolds,
14-William S. Stravropoulos
To Amend the Declaration of
trust to allow the board of
trustees, if permitted by
permitted by applicable law,
to authorize fund mergers
without shareholder approval Management Yes Against Against
To Amend the fund's fundamental
investment limitation
concerning lending. Management Yes Against Against
Walt Disney Company DIS 254657106 3/3/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withhold Against
01-John E. Bryson,
02-John S. Chen,
03-Michael D. Eisner,
04- Judith L. Estrin,
05-Robert A Iger,
06- Aylwin B. Lewis,
07- Monica C. Lozano
08-Robert W. Matschullat,
09-George J. Mitchell,
10-Leo J. O'Donovan, S.J.
11-Gary L. Wilson
To Ratify the appointment of
Pricewaterhousecoopers LLP
as the Company's Independent
auditors for 2004 Management Yes For For
To Approve the Harrington
Investments Shareholder
Proposal relating to Labor
Standards for China Shareholder Yes Against For
To Approve the New York City
retirement systems and
pension funds proposal
relating to labor standards
in China Shareholder Yes Against For
To Approve the Shareholder
proposal relating to theme
park safety reporting Shareholder Yes Against For
Analog Devices Inc ADI 32654105 3/9/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jerald G. Fishman,
02-Grant Saviers
To approve an amendment to the
company's restated articles
of organization to increase
the number of authorized
shares of common stock from
600,000,000 share to
1,200,000,000 shares. Management Yes For For
To ratify the selection of
Ernst & Young LLP as the
company's independent Management Yes For For
Page 3
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auditors for the fiscal year
ending October 30, 2004
Bank of America
Corporation BAC 60505104 3/17/2004 Adoption of the Merger
Agreement Management Yes For For
Adoption of Bank of America's
Amended Stock Plan Management Yes For For
Adoption of an Amendment to
increase the number of
authorized shares of Bank of
America common Stock Management Yes For For
Approval of proposal to adjourn
the bank of america speical
meeting, if necessary to
solicit additional proxies Management Yes For For
Hewlett-Packard Company HPQ 428236103 3/17/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-L.T. Babbio,
02-P.C. Dunn,
03-C.S. Fiorina,
04-R.A. Hackborn,
04- R.A. Hackborn,
05-G.A. Keyworth,
06-R.E. Knowling,Jr.
07- S.M. Litvack
08- R. L. Ryan,
09-L.S. Salhany
Proposal to Ratify Ernst &
Young LLP as Hewlett-Packard
Company's Independent
Auditors for the fiscal year
ending October 31, 2004 Management Yes For For
Approval of the Hewlett-Packard
Company 2004 Stock Incentive
Plan Management Yes Against Against
Shareowner proposal entitled
"stock option expensing
proposal" Shareholder Yes Against For
FleetBoston Financial
Corporation FBF 339030108 3/17/2004 Approval of the merger
agreement Management Yes For For
Approval of proposal to adjourn
the FleetBoston special
meeting, if necessary to
solicit additional proxies Management Yes For For
Investment Grade Bond FBNDX 316146109 3/24/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withhold Against
01-J. Michael Cook,
02-Ralph F. Cox,
03-Laura B. Cronin,
04-Robert M. Gates,
05-George H. Heilmeier,
06- Abigail P. Johnson,
07-Edward C. Johnson,
08- Donald J. Kirk,
09- Marie L. Knowles
10- Ned C. Lautenbach
11-Marvin L. Mann,
12-William O. Mccoy,
13-Robert L Reynolds,
14-William S. Stavropoulos
To Amend the ddeclaration of
trust to allow the board of
trustees, if permitted by
applicable law, to authorize
fund mergers without
shareholder approval Management Yes Against Against
Caterpillar Inc. CAT 149123101 4/14/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John T. Dillon,
02-Juan Gallardo,
03-William A. Osborn,
04-Gordon R. Parker,
05-Edward B. Rust, Jr.
Amend Option Plan Management Yes For For
Ratify Auditors Management Yes For For
Stockholder Proposal -
Rights Plan Shareholder Yes Against For
Stockholder Proposal - Sale of
Equipment to Israel Shareholder Yes Against For
Stockholder Proposal - HIV/AIDS Shareholder Yes Against For
The Coca-Cola Company KO 191216100 4/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Herbert A. Allen,
02-Ronald W. Allen,
03-Cathleen P. Black,
04-Warren E. Buffett,
05- Douglas N. Daft,
06-Barry Diller,
07-Donald R. Keough,
08- Susan Bennett King,
09-Maria Elena Lagomasino,
10-Donald F. McHenry,
11-Robert L. Nardelli,
12-Sam Nunn,
13- J.Pedro Reinhard
14- James D. Robinson III,
15- Peter V. Ueberroth,
16-James B. Williams
Ratification of the appointment
of Ernst & Young LLP as
Independent Auditors Management Yes For For
Share-owner proposal regarding
report related to global
HIV/AIDS pandemic Shareholder Yes For For
Share-owner proposal regarding
stock option glass ceiling
report Shareholder Yes For Against
Share-owner proposal regarding
executive compensation Shareholder Yes For Against
Share-owner proposal regarding
restricted stock Shareholder Yes For Against
Share-owner proposal regarding
senior executive
participation in company's
compensation and deferral
investment program Shareholder Yes For Against
Share-owner proposal on china
business principles Shareholder Yes For Against
Share-owner proposal regarding
separate positions of Ceo
and Chairman Shareholder Yes For Against
Gencorp Inc. GY 368682100 3/31/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Robert Anderson,
02-Terry L. Hall,
03-Robert A. Wolfe
To ratify the audit committee's
selection of Ernst & Young
LLP as the independent
auditors of the company. Management Yes For For
The Bank of New York
Company, Inc BK 64057102 4/13/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Mr. Biondi,
02-Mr. Donofrio,
03-Mr. Griffith,
04-Mr. Hassell,
05- Mr. Kogan,
06-Mr. Kowalski,
07-Mr. Luke,
08-Mr. Malone,
09-Mr. Myners
10-Mr. Pozen,
11-Ms Rein,
12-Mr. Renyl,
13-Mr.Richardson,
14-Mr. Roberts,
15 - Mr. Scott
Ratification of Auditors Management Yes For For
Approval of an amendment to the
2004 Management incentive
compensation plan Management Yes Against Against
Shareholder proposal with
respect to political
contributions Shareholder Yes Against Against
Shareholder proposal with
respect to executive
compensation Shareholder Yes Against Against
Shareholder proposal with
respect to the composition
of the risk committee Shareholder Yes Against Against
Shareholder proposal with
respect to the company's
rights plan. Shareholder Yes Against Against
Cendant Corporation CD 151313103 4/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-R. Hon. Brian Mulroney,
02-Ronald L. Nelson,
03- Robert W. Pittman
04- Myra J. Biblowit,
05- Sheli Z. Rosenberg
To approve amendments to the
articles of incorporation
and by-laws of the company
to eliminate classification
of the board of directors of
the company Management Yes For For
To ratify and approve the
appointment of Deloitte &
Touche LLP as the companys'
independent auditors for the
year ending
December 31, 2004 Management Yes For For
Stockholder proposal regarding
the separation of the
offices of chief executive
officer and chairman Shareholder Yes For Against
Stockholder proposal regarding
chief executive officer
compensation Shareholder Yes For Against
Merck & Co. MRK 589331107 4/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Peter C. Wendell,
02-William G. Bowen,
03-William M. Daley,
04-Thomas E. Shenk,
05-Wendell P. Weeks
Ratification of the appointment
of the company's independent
auditors for 2004 Management Yes For For
Proposal to amend the restated
certificate of inforporation
to declassify the board of
directors Management Yes For For
Stockholder proposal concerning
management compensation Shareholder Yes For Against
Stockholder proposal concerning
extension of perscription Shareholder Yes Against For
Stockholder proposal concerning
ethical and social
performance of the company Shareholder Yes Against For
Stockholder proposal concerning
use of shareholder resources
for polical purposes Shareholder Yes For Against
Stockholder proposal concerning
a report related to the
global HIV/AIDS pandemic Shareholder Yes Against For
GE GE 369604103 4/28/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James I. Cash, Jr.
02-Dennis D. Dammerman,
03-Ann M. Fudge,
04-Claudio X. Gonzalez,
05-Jeffrey R. Immelt,
06-Andrea Jong,
07-Alan G. Lafley,
08-Kenneth G. Langone,
09-Ralph S. Penske,
10-Rochelle B. Lazarus,
11-Sam Nunn,
12-Roger S. Penske,
13-Robert J. Swieringa
Page 4
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
14-Douglas A. Warner III,
15-Robert C. Wright.
Indpendent Auditor Management Yes For For
Revenue Measurement added to
Executive Officer
Performance Goals Management Yes For For
Shareholder proposal -
Cumulative Voting Shareholder Yes Against For
Shareholder proposal -
Animal Testing Shareholder Yes Against For
Shareholder proposal -
Nuclear Risk Shareholder Yes Against For
Shareholder proposal -
Report on PCB Cleanup Costs Shareholder Yes Against For
Shareholder proposal -
Offshore sourcing Shareholder Yes Against For
Shareholder proposal -
Sustainablility index Shareholder Yes Against For
Shareholder proposal -
compensation committee
independence Shareholder Yes For Against
Shareholder proposal -
pay disparity Shareholder Yes Against For
Shareholder proposal -
End stock options and
bonuses Shareholder Yes Against For
Shareholder proposal -
Limit outside
directorships Shareholder Yes Against For
Shareholder proposal -
Independent board chairman Shareholder Yes For Against
Shareholder proposal -
Explore sale of company Shareholder Yes Against For
Shareholder proposal -
holding stock from stock
options Shareholder Yes Against For
Shareholder proposal -
Board independence Shareholder Yes Against For
Shareholder proposal -
political contributions Shareholder Yes For Against
Chattem, Inc. CHTT 162456107 4/14/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Bill W. Stacy,
02-Zan Guerry
Ratification of Independent
Auditors Management Yes For For
Union Pacific
Corporation UNP 907818108 4/16/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-P.F. Anschutz.
02-R.K. Davidson,
03-T.J. Donohue,
04-A.W. Dunham,
05-S.F. Eccles,
06-I.J. Evans,
07-J.R. Hope,
08-M.W. McConnell,
09-S.R. Rogel,
10-E. Zedillo
Adopt the Union Pacific
Corporation 2004 Stock
Incentive Plan Management Yes For For
Ratify appointment f Deloitte &
Touche as Independent
Auditors Management Yes For For
Shareholder proposal regarding
senior executive equity
plans Shareholder Yes Against For
Shareholder proposal regarding
political contributions Shareholder Yes Against For
Citigroup Inc. C 172967101 4/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-C. Michael Armstrong,
02-Alain J.P. Belda,
03-George David
04-Kenneth T. Derr,
05-John M. Deutch,
05-R. Hernandez Ramirez
06-R. Hernandez Ramirez,
07-Ann Dibble Jordan,
08-Dudley C. Mecum,
09-Richard D. Parsons,
10-Andrall E. Pearson,
11-Charles Prince,
12-Robert E. Rubin,
13-Franklin A. Thomas,
14-Sanford I Weill,
15-Robert B. Willumstad
Proposal to ratify the
selection of KPMG LLP as
Citigroups Independent
auditors for 2004. Management Yes For For
Stockholder proposal requesting
a curb on executive
compensation, no future
stock option grants and no
renewals or extensions of
option plans Shareholder Yes For Against
Stockholder proposal requesting
a report on political
contributions Shareholder Yes For Against
Stockholder proposal requesting
a discontinuation of all
rights, options, sar's and
possible severance payments
to the top 5 of management Shareholder Yes For Against
Stockholder proposal requesting
that the chairman of the
board have no management
duties, titles or
responsibilities. Shareholder Yes For Against
Northern Trust
Corporation NTRS 665859104 4/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Duane L. Burnham,
02-Dolores E. Cross,
03-Susan Crown,
04-Robert S. Hamada,
05-Robert A. Helman,
06-Dipak C. Jain,
07- Arthur L. Kelly
08-Robert C. McCormack,
09-Edward J. Mooney,
10-William A. Osborn
11-John W. Rowe,
12-Harold B. Smith,
13-William D. Smithburg
Ratification of the appointment
of KPMG LLP as the
corporations independent
public accountants Management Yes For For
Pfizer Inc. PFE 717081103 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Michael S. Brown,
02-M. Anthony Burns,
03-Robert N. Burt,
04- W. Don Cornwell,
05-William H. Gray III,
06- Constance J. Horner,
07-William R. Howell,
08-Stanley O Ikenberry,
09-George A. Lorch,
10-Henry A. McKinnell,
11-Dana G. Mead,
12-Franklin D. Raines,
13-Ruth J. Simmons
14- William C. Steere,
15-Jean Paul Valles
A Proposal to approve the
appointment of KPMG LLP as
independent auditors for 2004 Management Yes For For
A Proposal to approve the
Pfizer Inc. 2004 Stock Plan. Management Yes For For
Shareholder proposal requesting
review of the economic
effects of the HIV/AIDS,
TB and Malaria Pandemics on
the Company's business
strategy Shareholder Yes Against For
Shareholder proposal relating
to poliitical contributions Shareholder Yes For Against
Shareholder proposal relating
to an annual report on
corporate resources devoted
to supporting political
entities or candidates Shareholder Yes For Against
Shareholder proposal seeking to
impose term limits on
directors Shareholder Yes Against For
Shareholder proposal requesting
a report on increasing
access to Pfizer products Shareholder Yes Against For
Shareholder proposal on stock
options Shareholder Yes Against For
Shareholder proposal on in
vitro testing Shareholder Yes Against For
Abbott Laboratories ABT 2824100 4/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-R.S. Austin,
02-H.L. Fuller,
03-R.A. Gonzalez,
04-J.M. Greenberg
05-J.M. Leiden,
06-D.A.L. Owen,
07-B.Powell Jr.,
08-A.B. Rand,
09- W.A Reynolds,
10-R.S. Roberts,
11-W.D. Smithburg,
12-J.R. Walter,
13-M.D. White
Ratification of Deloitte &
Touche LLP as auditors Management Yes For For
Shareholder Proposal -
Prescription Drugs Shareholder Yes Against For
Shareholder Proposal -
Political Contributions Shareholder Yes For Against
Shareholder Proposal -
Option Grants for Senior
Executives Shareholder Yes For Against
Shareholder Proposal -
Global Infectious Diseases Shareholder Yes Against For
Progress Software
Corporation PRGS 743312100 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Joseph W. Alsop,
02-Larry R. Harris,
03-Roger J. Heinen, Jr.
04-Michael L. Mark,
05-Scott A. McGregor,
06-Amran Rasiel
To fix the number of directors
constituting the full board
of directors of the company
at six Management Yes For For
To approve an amendment to the
company's 1991 Employee
Stock Purchase Plan as
amended, to increase the
maximum number of shares
that may be issued under
such plan from 2,300,000
shares to 3,200,000 shares. Management Yes For For
Corning Incorporated GLW 219350105 4/29/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jermey R. Knowles,
02-Eugene C. Sit,
03-William D. Smithburg
04-Hansel E. Tookes II,
05-Wendell P. Weeks
Proposal to ratify the
appointment of
PricewaterhouseCoopers LLP
as Corning's Management Yes For For
Page 5
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
independent auditors for
fiscal year ending December 31,
2004
Shareholder proposal relating
to severance agreements with
senior executives Shareholder Yes For Against
Kimberly-Clark
Corporation KMB 494368103 4/29/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Patora S.J. Cafferty,
02-Claudio X. Gonzalez,
03-Linda Johnson Rice,
04- Marc J. Shapiro
Approval of the amendments to
2001 Equity Participation
Plan Management Yes For For
Approval of auditors Management Yes For For
Stockholder proposal regarding
the corporations amended and
restated rights agreement Shareholder Yes Against For
Gehl Company GEHL 368483103 4/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-William D. Gehl,
02-John W. Splude
Approval of the Gehl Company
2004 Equity Incentive Plan Management Yes For For
A.M. Castle & Co. CAS 148411101 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Edward F. Culliton,
02-William K. Hall,
03-Robert S. Hamada, 04-
Patrick J. Herbert, III
05-John W. McCarter, 06-John
McCartney, 07- G. Thomas
McKane, 08-John W. Puth,
09-Michael Simpson
Approval of the 2004 restricted
stock, stock option, and
equity comensation plan Management Yes For For
Ratification of the appointment
of Deloitte & Touche LLP as
Independent Management Yes For For
Accountants for the
year 2004
BP P.L.C. BP 55622104 4/15/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Lord Browne, 02-Dr. BE
Grote, 03- Mr. H M P Miles,
04- Sir Robin
Nicholson, 05-Mr. R L Olver,
06- Sir Ian Prosser
To elect Mr. A Burgmans as a
director Management Yes For For
To reappoint Ernst & Young LLP
as Auditors Management Yes For For
To amend the articles of
association of the company Management Yes For For
To give authority to allot
shares up to a specified
amount Management Yes Against Against
Special resolution: To give
authority to allot a limited
number of shares for cash
without making an offer to
shareholders Management Yes Against Against
Special resolution: To give
limited authority for the
purchase of its own shares by
the company Management Yes Against Against
To authorise the use of
treasury shares for employee
share schemes Management Yes Against Against
To approve the directors'
remuneration report Management Yes Against Against
To determine the limit for the
aggregate remuneration of the
non-executive directors Management Yes Against Against
To receive the directors'
annual report and the
accounts Management Yes For For
Special shareholder resolution:
to instruct the company to
prepare a report making
certain disclosures on
matters of control and risk
in protected and sensitive
areas Shareholder Yes Against For
The Progressive
Corporation PGR 743315103 4/16/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Peter B. Lewis, 02-Glenn
M. Renwick, 03-Donald B.
Shackelford
Proposal to approve an amendment
to the company's code of
regulations to allow
the board of directors to
authorize the company to
issue shares without
issuing physical
certificates Management Yes For For
Proposal to approve the
progressive corporation 2004
executive bonus plan Management Yes For For
Proposal to ratify the
appointment of
PricewaterhouseCoopers LLP
as the company's independent
auditor for 2004 Management Yes For For
Mellon Financial
Corporation MEL 58551A108 4/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jared L. Cohon,
02- Ira J. Gumberg,
03 Martin G. McGuinn
04- David S. Shapira,
05- John P. Surma,
06- Edward J. Mcaniff
Proposal to amend the
corporation's long term
profit incentive plan Management Yes For For
Ratification of appointment of
KPMG LLP as independent
public accountants Management Yes For For
Medco Health Solutions MHS 58405U102 4/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-David B. Snow, Jr.
02-Howard W. Barker, Jr.
03-Brian L. Strom, MD, MPH
To ratify the appointment of
PricewaterhouseCoopers LLP
as independent auditors of
the company for the fiscal
year ending December
25, 2004 Management Yes For For
Agco Corporation AG 1084102 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-W. Wayne Booker,
02- Gerald B. Johanneson,
03-Curtis E. Moll,
04-Robert J. Ratliff
Stockholder Proposal regarding
environmental sustainability
reporting Shareholder Yes For Against
John H. Harland Company JH 412693103 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John J. McMahon,Jr.
02-Larry L. Prince,
03-Jesse J. Spikes
State Street
Corporation STT 857477103 4/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-K.Burnes,
02-D.Gruber,
03-L.Hill,
04-C. Lamantia,
05-R.Weissman
To vote on a stockholder
proposal to exempt the board
of directors from MA
General Laws, Chapter 156B
Section 50A(A) Shareholder Yes Against For
Russell Corporation RML 782352108 4/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-C.V. Nalley III,
02- John R. Thomas,
03-John A. White
To approve the agreement and
plan of merger, dated
January 30, 2004 by and Management Yes For For
between the company and
Russell Corporation, a
Delaware Corporation
and a wholly owned
subsidiary of the company
("Russell Delaware"),
pursuant to which the
company will reincorporate
in the state of Delaware
by merging with and into
Russell Delaware, with
Russell Delaware surviving
the merger.
Wyeth WYE 983024100 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-C.L. Alexander, Jr.
02-F.A. Bennack, Jr.,
03-R.L. Carrion,
04-R. Essner
05-J.D. Ferrick,
06-R. Langer,
07-J.P. Mascotte,
08-M.L. Polan 09-I.G.
Seidenberg, 10-W.V. Shipley,
11-J.R. Torell III
Ratification of Principal
independent public
accountants Management Yes For For
Adoption of the stockholder
proposal on access to and
affordability of
prescription drugs Shareholder Yes Against For
Adoption of stockholder proposal
on animal testing Shareholder Yes Against For
Wausau-Mosinee
Paper Corp. WMO 943315101 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Dennis J. Kuester,
02-Andrew N. Baur
Approval of the 2000 Stock
Incentive Plan, as amended Management Yes For For
Stanley Works SWK 854616109 4/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John G. Breen,
02-Virgis W. Colbert,
03-John F. Lundgren
To approve Ernst & Young LLP as
Indpendent Auditors For the
year 2004 Management Yes For For
Page 7
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
To vote on a shareholder
proposal urging that the
board of directors take the Shareholder Yes For Against
necessary steps to require
that all members of the
board of directors be
elected annually
Kellogg Company K 487836108 4/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Benjamin S. Carson, Sr.,
02-Gordon Gund,
03-Dorothy A. Johnson,
04-A. McLaughlin Korologos
Ratification of independent
auditor for 2004 Management Yes For For
Report on impacts of
genetically engineered food Management Yes Against For
Commonwealth Industries CMIN 203004106 4/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Paul E. Lego,
02-John E. Merow
Proposal to ratify the
appointment by the audit
committee of PriceWaterhouse
Coopers LLP as the company's
independent auditors for
2004 Management Yes For For
Bellsouth Corporation BLS 79860102 4/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James H. Blanchard,
02-Armando M. Codina,
03-Leo F. Mullin
Ratify the Independent Auditors Management Yes For For
Approve amendment to elect
directors annually Management Yes For For
Approve the stock and
incentive compensation plan Management Yes Against Against
Shareholder proposal re:
executive compensation Shareholder Yes For Against
Shareholder proposal re:
ceo compensation Shareholder Yes For Against
Shareholder proposal re:
disclosure of political
contributions Shareholder Yes For Against
Crompton Corporation CK 227116100 4/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Leo I. Higdon, JR.,
02-C.A.(Lance) Piccolo,
03-Bruce F. Wesson
Approval of the selection by
the board of KPMG LLP as
Independent Auditors for
2004 Management Yes For For
Brooks Automation BRKS 114340102 4/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Robert J. Therrien,
02-Roger D. Emerick,
03-Amin J. Khoury,
04-Joseph R. Martin,
05-Edward C. Grady,
06-A. Clinton Allen,
07-John K. McGillicuddy
To amend the company's 2000
combination stock option
plan as specified in the Management Yes Against Against
proxy statement
To amend the company's 1995
employee stock purchase plan
as specified in the proxy
statement Management Yes Against Against
International Business
Machines Corp. IBM 459200101 4/24/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-C.Black,
02-K.I. Chenault,
03-C.Ghosn, 04-N.O. Keohane,
05-C.F. Knight,
06- L.A. Noto,
07-S.J. Palmisano,
08-J.B. Slaughter,
09-J.E. Spero, 10-S. Taurel,
11- C.M. Vest,
12-L.H. Zambrano
Ratification of Appointement of
independent accountants Management Yes For For
Ratification of Appointement of
independent accountants for
the business consulting
services Management Yes For For
Approval of long-term incentive
performance terms for
certain executives Management Yes Against Against
Stockholder Proposal on:
cumulative voting Shareholder Yes Against For
Stockholder Proposal on:
pension and retirement
medical Shareholder Yes Against For
Stockholder Proposal on:
executive compensation Shareholder Yes For Against
Stockholder Proposal on:
expensing stock options Shareholder Yes Against For
Stockholder Proposal on:
disclosure of executive
compensation Shareholder Yes For Against
Stockholder Proposal on:
china business principles Shareholder Yes Against For
Stockholder Proposal on:
political contributions Shareholder Yes For Against
Stockholder Proposal on:
review of executive
compensation policies Shareholder Yes For Against
Wells Fargo & Company WFC 949746101 4/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-J.A. Blanchard III,
02-Susan E. Engel,
03-Enrique Hernandez, Jr.,
04-Robert L. Joss,
05-Reatha Clark King,
06-Richard M. Kovacevich,
07-Richard D. Mccormick,
08-Cynthia H. Milligan,
09-Phillip J. Quigley,
10-Donald B Rice,
11-Judith M. Runstad,
12-Stpehen W. Sanger,
13-Susan G. Swenson,
14-Michael W. Wright
Proposal to approve the
company's supplemental
401(k) plan Management Yes For For
Proposal to ratify appointment
of KPMG LLP as Indpendent
auditors for 2004 Management Yes For For
Stockholder Proposal
regarding expensing stock
options Shareholder Yes Against For
Stockholder Proposal regarding
restricted stock Shareholder Yes Against For
Stockholder Proposal regarding
executive compensation and
predatory lending Shareholder Yes Against For
Stockholder Proposal regarding
political contributions Shareholder Yes Against For
Chittenden Corp. CHZ 170228100 4/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Charles W. Smith,
02-Pall D. Spera,
03-Owen W. Wells
Johnson & Johnson JNJ 478160104 4/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Gerard N. Burrow,
02-Mary s. Coleman,
03-James G. Cullen,
04-Robert J. Darretta,
05-Judah Folkman,
06-Ann D. Jordan,
07-Arnold G. Langbo,
08-Susan L. Lindquist,
09-Leo F. Mullin,
10-Steven S. Reinemund
11-David Satcher,
12-Henry B. Schacht
Ratification of appointment of
PriceWaterHouseCoopers as
Independent Auditors Management Yes For For
Proposal on Charitable
Donations Management Yes Against For
Sypris Solutions, Inc. SYPR 871655106 4/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-R. Scott Gill,
02-Roger W. Johnson,
03-Robert Sroka
Approval of the 2004 Sypris
Equity Plan Management Yes Against Against
Vectren Corporation VVC 92240G101 4/28/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John D. Engelbrecht,
02-William G. Mays,
03-Timothy McGinley
04-Richard P. Rechter
Ratify the appointment of
Deloitte & Touche, LLP as
Independent Auditors for
2004 Management Yes For For
Adoption of a shareholder
proposal concerning option
expensing Shareholder Yes Against For
ChevronTexaco
Corporation VZ 166764100 4/28/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-S.H. Armacost,
02-R.E. Denham,
03-R.J. Eaton,
04-S.Ginn,
05-C.A. Hills,
06- F.G. Jenifer,
07-J.B. Johnston,
08-S. Nunn,
09-D.J. O'Reilly
10-P.J. Robertston,
11-C.R. Shoemate,
12 - C.Ware
Ratification of Indpendent
auditors Management Yes For For
Show support for the
stockholder rights plan
policy Management Yes For For
Approval of the long-term
incentive plan Management Yes Against Against
HIV/AIDS, Tuberculosis,
and malaria Shareholder Yes For Against
Political disclosure Shareholder Yes For Against
Director election vote
threshold Shareholder Yes For Against
Report on Ecuador Shareholder Yes For Against
Renewable Energy Shareholder Yes For Against
Page 8
PROXY LOG - VOTES FOR AND AGAINST
- ---------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
Verizon Communications
Inc. VZ 92343V104 4/2/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-J.R. Barker,
02- R.L Carrion,
03-R.W. Lane, 04-S.O. Moose,
05-J. Neubauer,
06-T.H. O'Brien,
07-H.B. Price,
08-I.G. Seidenberg,
09-W.V. Shipley,
10-J.R. Stafford,
11 - R.D. Storey
Ratification of Independent
auditor Management Yes For For
Cumulative Voting Shareholder Yes Against For
Board Composition Shareholder Yes Against For
Separate Chairman and CEO Shareholder Yes For Against
Future Poison Pill Shareholder Yes For Against
Supplemental Executive
Retirement Plans Shareholder Yes For Against
Options or Stock grants based
on tracking stock Shareholder Yes For Against
Diversity report on option
grants to employees Shareholder Yes Against For
Report on Political
contributions Shareholder Yes For Against
Collection of universal service
and number portability fees Shareholder Yes Against For
AES Corporation AES 00130H105 4/28/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Richard Darman,
02-Alice F. Emerson,
03-Paul T. Hanrahan,
04- Kristina M. Johnson,
05- John A. Koskinen,
06-Philip Lader, 07- John H.
Mcarthur, 08-Sandra O.
Moose, 09-Philip A. Odeen,
10-Charles O. Rossotti,
11-Sven Sandstrom,
12-Roger W. Sant
Ratification of the Independent
Auditor Management Yes For For
Paxar Corporation PXR 704227107 4/29/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Arthur Hershaft,
02-Joyce F. Brown,
03-David L. Kolb,
04-Thomas R. Loemker,
05-James c.McGroddy,
06-Harvey L. Ganis,
07-Roger M. Widmann
Olin Corporation OLN 680665205 4/29/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Michael Coleman,
02-Donald W. Griffin,
03- Randall W. Larrimore
04-Anthony W. Ruggiero,
05-Philip J. Schulz
Ratification of appointment of
independent auditors Management Yes For For
SBC Communications SBC 78387G103 4/30/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James E. Barnes,
02- James A. Henderson,
03-John B. McCoy,
04- S. Donley Ritchey,
05-Joyce M. Roche,
06-Patricia P. Upton
Appointment of the Independent
Auditors Management Yes For For
Approve an amendment to
SBC's bylaws Management Yes For For
Stockholder Proposal A Shareholder Yes Against For
Stockholder Proposal B Shareholder Yes Against For
Lamson & Sessions Co. LMS 513696104 4/30/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James T. Bartlett,
02-Francis H. Beam,
03- Martin J. Cleary,
04- D. Van Skilling
Approve the Lamson & Sessions
Co. 1998 Incentive Equity
Plan Management Yes Against Against
RTI International
Metals, Inc. RTI 74973W107 4/30/2004 Directors Recommend:
A vote for the election of
the following nominees: Management Yes For For
01-Craig R. Andersson,
02-Neil A. Armstrong,
03-Daniel I. Booker
04-Donald P. Fusilli,
05-Ronald L. Gallatin,
06-Charles C. Gedeon,
07-Robert M. Hernandez,
08-Edith E. Holiday,
09-John H. Olde,
10-Timothy G. Rupert
Ratification of appointment of
Pricewaterhousecoopers LLP
as Independent Auditors for
2004 Management Yes For For
Approval of the 2004 employee
stock plan Management Yes Abstain
Motorola, Inc. MOT 620076109 5/3/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-E. Zander,
02-H.L. Fuller, 03-J.Lewent,
04-W.Massey, 05-N.Negroponte
06-I.Nooyi, 07-J.Pepper,
08-S.Scott III, 09-D.Warner,
10-J.White, 11-M Zafirovski
Shareholder proposal Re:
commonsense executive
compensation Shareholder Yes For Against
Shareholder proposal Re:
performance and time-based
restricted shares Shareholder Yes For Against
Encore Wire WIRE 292562105 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Vincent A. Rego,
02-Donald E. Courtney,
03-Daniel L. Jones,
04-Thomas L. Cunningham,
05-William R. Thomas,
06-John H. Wilson,
07-Joseph M Brito,
08-Scott D. Weaver
Proposal to ratify the
appointment of Ernst & Young
LLP as Independent auditors
of the company for the
fiscal year ending December
31, 2004 Management Yes For For
Puget Energy, Inc. PSD 745310102 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Phyllis J. Campbell,
02-Stephen E. Frank,
03-Dr. Kenneth P. Mortimer
04-Stephen P. Reynolds
Strategic
Diagnostics Inc. SDIX 862700101 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Richard J. Defieux,
02-Herbert Lotman,
03-Timothy S. Ramey,
04-Stephen L. Waechter
Authorization of amendment to
increase number of shares
available for award under
the 2000 stock incentive
plan by 800,000 from
3,200,000 to 4000000 Mangement Yes For For
revoted
4/30/04
Infousa Inc. IUSA 456818301 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Harold W. Anderson,
02-Elliot S. Kaplan
Proposal to ratify the
appointment of KPMG LLP as
the Company's indep.
Auditors Management Yes For For
Hanger Orthopedic
Group, Inc. HGR 41043F208 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Edmond E. Charrette, MD
02-Thomas p. Cooper, MD
03-Eric Green
04-Thomas F. Kirk,
05-C. Raymond Larkin,
06-Cynthia L. Feldmann
07-Ivan R. Sabel,
08- H.E. Thranhardt, CPO
Pepsico Inc. PEP 713448108 5/5/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-J.F. Akers,
02-R.E. Allen, 03-R.L. Hunt,
04-A.C. Martinez, 05-I.K.
Nooyi, 06-F.D. Raines,
07-S.S. Reinemund,
08-S.P. Rockefeller,
09- J.J. Schiro,
10-F.A. Thomas,
11-C.M. Trudell,
12-S.D Trujillo, 13-Vasella
Approval of auditors Management Yes For For
Approval of the 2004 executive
incentive compensation plan Management Yes For For
Shareholder proposal Shareholder Yes Against For
Shareholder proposal Shareholder Yes Against For
Raytheon Company RTN 755111507 5/5/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John M. Deutch,
02-Michael C. Ruettgers,
03-William R. Spivey,
04-William H. Swanson,
05-Linda G. Stuntz
Ratification of independent
auditors Management Yes For For
Page 8
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
Ethical criteria for military
contracts Management Yes Against For
Shareholder plan Management Yes For Against
Annual election of directors Management Yes For Against
Macbride principles Management Yes For Against
Expensing Stock options Management Yes For Against
Serp benefits Management Yes For Against
Executive Compensation system Management Yes For Against
EMC Corporation EMC 268648102 5/5/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John R. Egan
02-Michael C. Ruettgers,
03-David N. Strohm
Proposal 2 Management Yes Against Against
Proposal 3 Management Yes Against Against
Proposal 4 Management Yes For For
Proposal 5 Management Yes For Against
Imation Corp. IMN 45245A107 5/5/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Glen A. Taylor,
02-Daryl J. White
Ratification of appointment of
PricewaterhouseCoopers LLP
as independent auditors Management Yes For For
Delphi Corporation DPH 247126105 5/6/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Oscar Bernardes,
02-Dr.Bernd Gottschalk,
03-John D. Opie
Ratify selection of Deloitte &
Touche LLP as Independent
accountants Management Yes For For
Approve the Delphi corporation
annual incentive plan Management Yes Against Against
Approve the Delphi Corporation
long-term incentive plan Management Yes Against Against
Stockholder proposal relating
to the redemption of
Delphi's stockholder rights
plan Shareholder Yes For Against
Stockholder proposal relating
to the annual election of
directors Shareholder Yes For Against
Stockholder proposal relating
to the adoption of code for
Delphi's international
operations. Shareholder Yes For Against
Rouse Company RSE 779273101 5/6/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jeremiah E. Casey,
02-Roger W. Schipke
Consideration of a proposal by
Board of Directors to amend
the charter of the Rouse
company to increase the
total number of authorized
shares of common stock to
the Rouse Company Management Yes For For
Enpro Industries, Inc. NPO 29355X107 5/6/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-William R. Holland,
02- Ernest F. Schaub,
03- J.P. Bolduc, 04-Peter C.
Browning, 05-Joe T. Ford,
06-James H. Hance, Jr.,
07-Gordon D. Harnett
Approval of Company's senior
executive annual performance
plan Management Yes For For
Approval of Company's long-term
incentive plan Management Yes For For
Neose Technologies NTEC 640522108 5/6/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-C. Boyd Clarke,
02-Brian H. Dovey,
03-L. Patrick Gage,
04-William F. Hamilton,
05-Douglas J. Macmaster Jr.,
06-Mark H. Rachesky,
07-Stephen A. Roth,
08-Lowell E. Sears,
09-Elizabeth H.S. Wyatt
Proposal to ratify the
appointment of KPMG LLP as
our Independent Accounts for
2004 Management Yes For For
Proposal to approve an
amendment of our certificate
of incorporation to increase
the number of shares of
common stock authorized
for issuance by the company
from 30 million shares to 50
million shares Management Yes Against Against
Proposal to approve the
adoption of our 2004 equity
incentive plan Management Yes Against Against
Allmerica Financial
Corporation AFC 19754100 5/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Michael P. Angelini,
02- Edward J. Parry III,
03-Herbert M. Varnum
Ratification of the appointment
of PricewaterhouseCoopers
LLP as the independent
public accountants Management Yes For For
Approval of short-term
incentive compensation plan
described in proxy statement Management Yes Against Against
Illinois Tool Works,
Inc. ITW 452308109 5/7/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-William F. Aldinger,
02-Michael J. Birck,
03-Marvin D. Brailsford,
04-James R. Cantalupo,
05-Susan Crown,
06-Don H. Davis, 07-W. James
Ferrell, 08-Robert C.
Mccormack, 09-Robert S.
Morrison, 10-Harold B. Smith
Ratification of the appointment
of Deloitte & Touche LLP Management Yes For For
Temple-Inland Inc. TIN 879868107 5/7/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Donald M. Carlton,
02-E. Linn Draper,
03-Jeffrey M. Heller,
04-Kenneth M. Jastrow,II
05-James A. Johnson
Proposal to ratify the
selection of Ernst & Young
LLP as Independent auditors
of Temple-Inland Inc. for
the fiscal year ending
Jan. 1, 2005 Management Yes For For
Trinity Industries,
Inc. TRN 896522109 5/10/2004 Directors Recommend:
A vote for the election of
the following nominees: Management Yes For For
01-David W. Biegler,
02-Craig J. Duchossois,
03-Ronald J. Gafford,
04-Barry J. Galt,
05-Clifford J. Grum,
06-Jess T. Hay,
07-Diana S. Natalicio
08-Timothy R. Wallace
To approve the company's 2004
stock option and incentive
plan Management Yes For For
To approve ratification of
Ernst & Young as Independent
auditors for fiscal year
ending December 31,2004 Management Yes For For
Cross Country
Healthcare, Inc. CCRN 227483104 5/11/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Joseph A. Boshart,
02-Emil Hensel,
03-Larry Cash,
04-C. Taylor Cole Jr.,
05-Thomas C. Dircks,
06-Eric T. Fry, 07-M. Fazle
Husain, 08-Joseph Swedish,
09-Joseph Trunfio
Proposal to approve and ratify
the appointment of Ernst &
Young LLP as independent
auditors for Fiscal Year
ending December 31, 2004 Management Yes For For
Theragenics Corporation TGX 883375107 5/11/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Orwin L. Carter,
02-Philip A. Incarnati,
03-Christine Jacobs
Transpro Inc. TPR 893885103 5/6/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Barry R. Banducci,
02-William J. Abraham, Jr.
03-Philip WM Colburn
04-Charles E. Johnson,
05-Paul R. Lederer,
06-Sharon M. Oster,
07-F.Alan Smith
Approval of appointment of
PricewaterhouseCoopers
LLP as the Company's
Independent auditors Management Yes For For
3M Company MMM 88579Y101 5/11/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Edward A. Brennan,
02-Michael L. Eskew,
03-W. James McNerney, Jr.
04-Kevin W. Sharer
Ratification of Independent
Auditors Management Yes For For
Approval of an amendment to the
certificate of incorporation
to increase the Management Yes For For
Page 9
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
authorized common stock
Stockholder proposal relating to Shareholder Yes For Against
separation of the roles of CEO and
Chairman of the Board
Eastman Kodak
Company EK 277461109 5/12/2004 Directors Recommend: Management Yes Against Against
A vote for the election of the following
nominees:
01-William H. Hernandez, 02-Hector De
J. Ruiz, 03- Laura D'Andrea Tyson
Ratification of Election of Management Yes For For
Independent Accountants
Re-approval of material terms of the Management Yes Against Against
performance goals of the 2000 omnibus
long term compensation plan
Shareholder proposal requesting adoption Shareholder Yes For Against
of a chemicals policy
Shareholder proposal requesting limits Shareholder Yes For Against
on compensation of certain executives
Ceridian Corporation CEN 156779100 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-William J. Cadogan, 02-Nicholas D.
Chabraja, 03-Robert H. Ewald, 04-
Ronald T. Lemay, 05-George R. Lewis,
06-Ronald L. Turner, 07- Carold J.
Uhrich, 08-Alan F. White
Proposal to approve the Ceridian Management Yes For For
Corporation 2004 long-term stock
incentive plan
Proposal to approve the Ceridian Management Yes For For
Corporation amended & reinstated
employee stock purchase plan
Whiting Petroleum Directors Recommend: Management Yes For For
Corporation WLL 966387102 5/4/2004 A vote for the election of the following
nominees:
01-Thomas L. Aller, 02-J.B. Ladd
Ratification of appointment of Deloitte Management Yes For For
& Touche LLP as independent auditors
Hilb, Rogal, &
Hamilton
Company HRH 431294107 5/4/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-J.S.M. French, 02-Robert B.
Lockhart, 03- Anthony F. Market, 04-
Robert S. Ukrop
Approval of an amendment to articles of Management Yes For For
incorporation
Approval of outside directors deferral Management Yes For For
plan
Approval of employee stock purchase plan Management Yes For For
Approval of purchase for adjournment, if Management Yes For For
necessary
Engelhard Corporation EC 292845104 5/6/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-David L. Burner, 02-James V.
Napier
Southwestern Energy
Company SWN 845467109 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-L.Epley, 02-J.Hammerschmidt, 03-
R. Howard, 04-H. Korell, 05-V.
Kuuskraa, 06-K.Mourton, 07-C.Scharlau
Proposal to adopt the 2004 stock Management Yes For For
incentive plan for the compensation
of officers, directors, and key
employees of the company and its
subsidiaries
Progress Energy, Inc. PGN 743263105 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-C. Coker, 02-R. McGehee, 03-E.
Mckee, 04-P. Rummell, 05 J.Wittner
Shareholder proposal relating to stock Shareholder Yes Against For
options for directors and certain
executive officers as set forth in
the proxy statement
Commerical Federal Directors Recommend: Management Yes For For
Corporation CFB 201647104 5/11/2004 A vote for the election of the following
nominees:
01-Talton k. Anderson, 02-James P.
O'Donnell, 03-Robert J. Hutchinson
04- Jane E. Miller
Ratification of the appointment of Management Yes For For
Deloitte & touche LLP as the
corporation's independent auditors
for the year ending December 31, 2004
Tesoro Petroleum Directors Recommend: Management Yes For For
Corporation TSO 881609101 5/11/2004 A vote for the election of the following
nominees:
01-Robert W. Goldman, 02-Steven H.
Grapstein, 03-William J. Johnson,
04-A. Maurice Myers, 05-Donald H.
Schmude, 06-Bruce A. Smith 07-Patrick
J. Ward
Proposal to amend the 1995 non-employee Management Yes For For
director stock option plan to extend
the expiration date for the grant of
awards and to increase the number of
shares available for issuance optiosn
Proposal to amend the amended and Management Yes For For
restated executive long-term
incentive plan as more fully
described in the proxy statement
Ratification of the appointment of Management Yes For For
Deloitte & Touche LLP as the
company's independent auditors for
fiscal year 2004
Nacco Industries, Inc. NC 629579103 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Owsley Brown II, 02-Dennis W.
Labarre, 03-Michael E. Shannon, 04-
Robert M. Gates, 05-Richard De J.
Osborne, 06-Britton T. Taplin,
07-Leon J. Hendrix, 08-Alfred M.
Rankin, 09- David F. Taplin, 10-David
H. Hoag, 11- Ian M. Ross, 12-John F.
Turben
Proposal to confirm the appointment of Management Yes For For
Ernst & Young LLP as independent
auditors
PMA Capital
Corporation PMACA 693419202 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Thomas J. Gallen, 02-Richard
Lutenski, 03-John W. Miller,
04-Edward H. Owlett, 05-Newl C.
Schneider
Approval of PMA Capital Corporation Management Yes For For
directors stock compensation plan
Ratification of Deloitte & Touche LLP
as independent auditors for 2004 Management Yes For For
Visteon Corporation VC 92839U107 5/12/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Steven K. Hamp, 02-Michael F.
Johnston, 03-Karl J. Kpapek, 04-
Robert M. Teeter
Ratify the appointment of Management Yes Against Against
PricewaterhouseCoopers LLP as the
company's independent auditors for
fiscal year 2004
Approve the Visteon Corporation 2004 Management Yes Against Against
incentive plan, as amended and
restated
Approve the Visteon Corporation non- Management Yes Against Against
employee director stock unit plan
Shareholder proposal relating to the Shareholder Yes Against For
adoption of a stockholder rights plan
Shareholder proposal relating to the Shareholder Yes Against For
adoption of a code for the company's
international operations
Shareholder proposal relating to voting Shareholder Yes Against For
leverage
WPS Resources Directors Recommend: Management Yes For For
Corporation WPS 92931B106 5/13/2004 A vote for the election of the following
nominees:
01-Richard A. Bemis, 02-Ellen
Carnahan, 03-Robert C. Gallagher
Ratify the appointment of Deloitte & Management Yes For For
Touche LLP
Ford Motor Directors Recommend: Management Yes For For
Company F 345370860 5/13/2004 A vote for the election of the following
nominees:
01-John R. H. Bond, 02-Stephen G.
Butler, 03-Kimberly A. Casiano, 04-
Edsel B. Ford II, 05-William Clay
Ford, 06-William Clay Ford, 07-
Irvine Hockaday, Jr. 08- Marie Josee
Kravis, 09-Richard A. Manoogian
10-Ellen R. Marram, 11-Homer A. Neal,
12-Jorma Ollila, 13- Carle E.
Reichardt 14-Robert E. Rubin,
15-Nicholas V. Scheele, 16-John L.
Thornton
Ratification of selection of independent Management Yes For For
public accountants
Relating to disclosure of officers' Management Yes For Against
compensation
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
Relating to establishing a committee of Management Yes For Against
the board of directors to evaluate
any conflict of interest
Relating to terminating certain forms of Management Yes Against For
compensation for named executives
Relating to limiting the number of Management Yes For Against
employees appointed as directors
Relating to the company reporting on Management Yes For Against
greenhouse gas emissions
EMS Technologies, Directors Recommend: Management Yes For For
Inc. ELMG 26873N108 5/10/2004 A vote for the election of the following
nominees:
01-Hermann Buerger, 02-Robert P.
Crozer, 03-John P. Frazee, Jr., 04-
Alfred G. Hansen, 05-John R. Kreick,
06-John B. Mowell, 07-Norman E.
Thagard, 08-John L. Woodward, Jr.
Proposal to approve amendments to the Management Yes Against Against
EMS Technologies, Inc. 1997 Stock
incentive plan, all as more fully
described in the proxy statement
Denbury Resources,
Directors Recommend: Management Yes For For
Inc. DNR 247916208 5/12/2004 A vote for the election of the following
nominees:
01-Ronald G. Greene, 02- David I.
Heather, 03-William S. Price,
04-Gareth Roberts, 05-Wieland F.
Wettstein, 06- Carrie A. Wheeler
Proposal to approve a new omnibus stock Management Yes For For
and incentive plan
Praecis
Pharmaceuticals, Directors Recommend: Management Yes For For
Inc. PRCS 739421105 5/13/2004 A vote for the election of the following
nominees:
01-Malcolm L. Gefter, PHD, 02-G.
Leonard Baker,Jr. 03-Garen G. Bohlin,
4-Henry F. McCance, 05-Leonard E.
Post, Ph.d, 06-William R. Ringo 07-
David B. Sharrock, 08-Patrick J.
Zenner
Proposal to approve the company's third Management Yes Against Against
amended and restated 1995 stock plan Management Yes For For
to increase by 1,500,000 the number
of shares of common stock authorized
for issuance under the plan and
extend the term of the plan through
January 5, 2015
Proposal to ratify the appointment of Management Yes For For
Ernst & Young LLP as independent
auditors for fiscal year 2004
Office Depot, Inc. ODP 676220106 5/14/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Lee A. Ault III, 02-Neil R.
Austrian, 03-David W. Bernauer,
04-Abelardo E. Bru, 05-David I.
Fuente, 06-Brenda J. Gaines, 07-Myra
M. Hart, 08-W. Scott Hedrick,
09-James L. Heskett, 10- Patricia H.
McKay, 11-Michael J. Myers, 12-Bruce
Nelson
Amendment of Company's long-term equity Management Yes For For
incentive plan to increase the number
of shares authorized for issuance
under plan by 15,000,000 shares
Ratification of appointment of Deloitte Management Yes For For
& Touche LLP as the company's
independent public accountants
Pactiv Corp. PTV 695257105 5/14/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Larry D. Brady, 02-K.Dane
Brooksher, 03-Robert J. Darnall, 04-
Mary R. Henderson, 05-Roger B.
Porter, 06-Richard L. Wambold, 07-
Norman H. Wesley
Ratify the selection of Ernst & Young Management Yes For For
LLP as independent public accountants
Limited Brands, Inc. LTD 532716107 5/17/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Eugene M. Freedman, 02-V. Ann
Hailey, 03- David T. Kollat, 04-
Leslie H. Wexner
To adopt the 2004 restatement of the Management Yes Against Against
1993 stock option and performance
incentive plan to increase the number
of shares of common stock issuable
under the predecessor to the stock
plan
Charles Schwab
Corporation SCH 808513105 5/17/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Donald G. Fisher, 02-Paula A.
Sneed, 03-David B. Yoffie
Approval of the 2004 Stock incentive Management Yes Against Against
plan
Kadant, Inc. KAI 48282T104 5/18/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-William A. Rainville
Viacom Inc. VIA 925524100 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-George S. Abrams, 02-David R.
Andelman, 03-Joseph A. Califano, 04-
William S. Cohen, 05-Philippe P.
Dauman, 06-Alan C.Greenberg, 07-Mel
Karmazin, 08-Jan Leschly, 09-David t.
McLaughlin, 10-Shari Redstone, 11-
Sumner M. Redstone, 12-Frederic V.
Salerno, 13- William Schwartz,
14-Patty Stonesifer, 15-Robert D.
Walter
Ratification of the apopintment of Management Yes For For
Pricewaterhouse Coopers LLP to serve
as independent autidor for Viacom
Inc. for fiscal year 2004
Approval of the Viacom 2004 long-term Management Yes For For
management incentive plan
Approval of the amended and restated Management Yes For For
Viacom Inc. 2000 Stock option plan
for outside directors
Intel Corporation INTC 458140100 5/19/2004 Directors Recommend:
A vote for the election of the following Management Yes For For
nominees:
01-Craig R. Barrett, 02-Charlene
Barshefsky, 03- E. John Browne, 04-
Andrew S. Grove, 05-D. James Guzy,
06-Reed E. Hundt, 07-Paul S.
Otellini, 08-David S. Pottruck,
09-Jane E. Shaw, 10-John L. Thornton
11-David B. Yoffie
Ratification of selection of independent Management Yes For For
auditors
Approval of the 2004 equity incentive Management Yes For For
plan
Stockholder proposal requesting the Shareholder Yes Against For
expensing of stock options
Stockholder proposal requesting the use Shareholder Yes Against For
of performance vesting stock
Stockholder proposal requesting the use Shareholder Yes Against For
of performance based stock options
Fidelity Aggressive
Growth Fund FDEGX 316200203 5/19/2004 Directors Recommend: Management Yes Withold Against
A vote for the election of the following
nominees:
01-Michael Cook, 02- Ralph F. Cox,
03- Laura B. Cronin, 04-Robert M.
Gates, 05-George H. Heilmeier,
06-Abigail P. Johnson, 07-Edward C.
ohnson 3D, 08- Donald J. Kirk,
09-Marie L. Knowles, 10-Ned C.
Lautenbach 11-Marvin L. Mann,
12-William O. McCoy, 13-Robert L.
Reynolds, 14-William S. Stavropoulos
To amend the declaration of trust to Management Yes Against Against
allow the board of trustees, if
permitted by appliciable law, to
authorize fund mergers without
shareholder approval
AT&T Wireless
Services, Inc. AWE 00209A106 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Nobuharu Ono, 02-Carolyn M.
Ticknor, 03-John D. Zeglis
Approve and adopt the agreement and plan Management Yes For For
of merger, dated as of February 17
2004 by and among AT&T Wireless
Services, Inc., Cingular Wireless
Corp, Cingular Wireless LLC, and
solely with respect to Section 5.3,
6.1(B) and article IX of the
agreement and plan of merger, SBC
Communications Inc. and Bellsouth
Corp.
Ratify the appointment of Management Yes For For
PricewaterhouseCoopers LLP as our
Independent auditors
Vote on Shareholder proposal on Shareholder Yes Against For
executive compensation program
Vote on Shareholder proposal on Shareholder Yes Against For
discontinuing certain executive
compensation
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
Vote on Shareholder proposal on vote Shareholder Yes Against For
requirement for director elections
Technitrol, Inc. TNL 878555101 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-David H. Hofmann, 02-Edward M.
Mazze
Westaff, Inc. WSTF 957070105 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Dwight S. Pedersen
Navigant International FLYR 63935R108 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Edward S. Adams, 02-Vassilios
Sirpolaidis
Mentor Graphics Corp. MENT 587200106 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Peter L. Bonfield, 02-Marsha B.
Congdon, 03-James R. Fiebiger, 04-
Gregory K. Hinckley, 05-Kevin C.
McDonough, 06-Patrick B. McManus
07-Walden C. Rhines, 08-Fontane K.
Richardson
Proposal to amend the company's 1989 Management Yes Against Against
employee stock purchase plan
Proposal to approve the company's Management Yes For For
foreign subsidiary employee stock
purchase plan
Proposal to amend the company's 1982 Management Yes Against Against
stock option plan
Proposal to amend article III of the Management Yes Against Against
company's 1987 restated articles of
incorporation as amended
American International
Group, Inc. AIG 26874107 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-M.Audubiffm, 02-P.Chia, 03-
M.Cohen, 04-W.Cohen, 05-M. Felstein,
06-E. Futter, 07-M.Greenberg, 08-
C.Hills, 09-F. Hoenemeyer, 10-R.
Holbrooke, 11-D.Kanak, 12-H.Smith,
13-M. Sullivan, 14-E. Tse, 15-F. Zarb
Adopt chief executive officer annual Management Yes For For
compensation plan
Adopt a director stock plan Management Yes For For
Ratification of independent auditors Management Yes For For
Shareholder proposal I described in the Shareholder Yes Against For
proxy statement
Shareholder proposal II described in the Shareholder Yes Against For
proxy statement
Shareholder proposal III described in Shareholder Yes Against For
the proxy statement
Hypercom Corporation HYC 44913M105 5/16/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Norman Stout, 02-Daniel D.
Diethelm
Duraswitch
Industries, Inc. DSWT 266905207 5/19/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Michael Van Zeeland
Proposal to ratify the appointment of Management Yes For For
Deloitte & Touche LLP as the
Company's Independent auditor for the
fiscal year ending December 31, 2004
Abercrombie & Fitch
Co ANF 002896207 5/20/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-John A. Golden, 02-Seth R.
Johnson, 03-Edward F. Limato
Beverly Enterprises, Directors Recommend: Management Yes For For
Inc. BEV 87851309 5/20/2004 A vote for the election of the following
nominees:
01-William R. Floyd, 02-John D.
Fowler, 03-John P. Howe, III MD,
04-James W. McClane, 05-Ivan R.
Sabel, 06-Donald L. Seeley,
07-Marilyn R. Seymann, PHd
Appointment of Ernst & Young LLP as Management Yes For For
Independent auditors for 2004
Amend the 1997 Long-Term Incentive Plan Management Yes Against Against
and approve the performance goals
under that plan
Amend and restate the non-employee Management Yes Against Against
directors' stock option plan
Xerox Corporation XRX 984121103 5/20/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Glenn A. Britt, 02-Richard J.
Harrington, 03-William Curt Hunter,
04-Vernon E. Jordon, 05-Hilmar
Kopper, 06-Ralph S. Larsen, 07-Anne
M. Mulcahy, 08-N.J. Nicholas, 09-John
E. Pepper, 10-Ann N. Reese, 11-
Stephen Robert
Ratification of auditors Management Yes For For
Adopt the 2004 performance incentive Management Yes For For
plan
Adopt the 2004 equity compensation plan Management Yes For For
for non-employee directors.
The Gillette Company G 375766102 5/20/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Edward F. Degrann, 02-Wilbur H.
Gantz, 03-James M. Kilts, 04-Jorge
Paulo Lemann
Ratification of the appointment of Management Yes For For
auditor
Approval of the 2004 long-term incentive Management Yes Against Against
plan
Shareholder proposal to declassify the Shareholder Yes For Against
board of directors
Shareholder proposal to limit services Shareholder Yes For Against
provided by the auditor
Shareholder proposal to expense stock Shareholder Yes For Against
options
Constellation Energy Directors Recommend: Management Yes For For
Group CEG 210371100 5/21/2004 A vote for the election of the following
nominees:
01-James T. Brady, 02-James R.
Curtiss, 03-Edward J. Kelly III, 04-
Robert J. Lawless
Ratification of PricewaterhouseCoopers Management Yes For For
LLP as independent auditors for 2004
Teletech Holdings,
Inc. TTEC 879939106 5/20/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Kenneth D. Tuchman, 02-James
E.Barlett, 03-George H. Heilmeier 04-
W.A. Linnenbringer, 05-Ruth C.
Lipper, 06-Mark C. Thompson,
07-Shirley Young
Amendment to Teletch Holdings, Inc. Management Yes Against Against
Employee Stock purchase plan
Ratification of the appointment of Ernst Management Yes For For
& Young LLP as the Company's
Independent auditor
Shareholder Proposal Shareholder Yes Against For
GSI Lumonics Inc. GSLI 36229U102 5/20/2004 Directors Recommend:
A vote for the election of the following Management Yes For For
nominees:
01-Richard B. Black, 02-Paul F.
Ferrari, 03-P.A. Griffiths,PHD,
04-Byron O. Pond, 05-Benjamin J.
Virgilio, 06-Charles D. Winston
The resolution if proposed at meetings, Management Yes For For
permitting two or more director
nominees to be elected by a single
resolution and vote as opposed to
electing each director nominee by way
of separate resolution and vote
Ratification of selection of Ernst & Management Yes For For
Young LLP as auditors
Approval of the second restatement of Management Yes For For
the company's 1995 stock option plan
to allow for the grant of incentive
stock options, non-qualified stock
options, restricted common shares and
stock appreciation rights and an
increase of 2,000,000 in the number
of common shares for which awards may
be granted under the restated plan
from 4,906,000 to 6,906,000
Swift Transporation
Co. SWFT 870756103 5/20/2004 Directors Recommend: Management Yes For For
A vote for the election of the following
nominees:
01-Jerry Moyes, 02-Alphonse E. Frei,
03-Jock Patton, 04-Karl Eller, 05-
Paul M. Mecray III
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- ----- ----
Approval of the amendment to
1994 employee stock purchase
plan Management Yes Abstain Against
Adoption of 2004 executive
management incentive plan Management Yes Abstain Against
Stockholder proposal- Director
nominee diversity Shareholder Yes Abstain Against
Stockholder proposal-
Stockholder ratification of
independent accountants Shareholder Yes Abstain Against
United Rentals, Inc. URI 911363109 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Howard L. Clark, JR.
02-Bradley S. Jacobs,
03-John N. Milne
Approval of annual incentive
compensation plan Management Yes For For
Approval of long-term incentive
plan Management Yes For For
Ratification of appointment of
independent auditors Management Yes For For
Stockholder proposal concerning
board indpendence Shareholder Yes Against For
Stockholder proposal concerning
future severance agreements Shareholder Yes Against For
Safeway Inc. SWY 786514208 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Witholde Against
01-Steven A. Burd,
02-Robert I. MacDonnell,
03-William Y. Tauscher
Appointment of Deloitte &
Touche, LLP as Independent
auditors for fiscal year '04 Management Yes For For
Approval of and amendment to
the restated certificate of
incorporation to eliminate
the classification of the
board of directors Management Yes Against Against
Approval of the stock option
exchange program for
employees Management Yes Against Against
Stockholder proposal regarding
independent director as
chairman of the board Shareholder Yes For Against
Stockholder proposal regarding
cumulative voting Shareholder Yes For Against
Stockholder proposal regarding
report on impact as
genetically engineered food Shareholder Yes For Against
Stockholder proposal regarding
sustainablility report Shareholder Yes For Against
Stockholder proposal regarding
political contribution and
participation report Shareholder Yes For Against
Stockholder proposal regarding
expensing stock options Shareholder Yes For Against
Idacorp, Inc. IDA 451107106 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Rotchford, L. Barker,
02-Jon H. Miller,
03-Robert A. Tinstman
To ratify the selection of
Deloitte & touche LLP as
independent auditor for the
fiscal year ending
December 31, 2004 Management Yes For For
To act upon a shareholder
propoal requesting Idacorp
to publish annually in the
proxy statement an
explanation of board
procedures governing
donations to and a list of
board approved private
foundations Shareholder Yes Against For
Graphic Packaging
Corporation GPK 388688103 5/18/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jeffrey H. Coors,
02-Kevin J. Conway,
03-Robert W. Tieken
Approval of the Graphic
Packaging Corp. 2004 Stock
and Incentive compensation
plan Management Yes Against Against
York International YRK 986670107 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-W.Michael Clevy,
02-Roderick Heller, III,
03-Robert F.B. Logan
04-Gerald C. McDonough,
05-David Myers,
06-Paul J. Powers,
07-Donald M. Roberts,
08-James A. Urry
Act on an amendment to the
company's employee stock
purchase plan Management Yes Against Against
Act on an amendment to the
company's incentive
compensation plan Management Yes Against Against
Act on an amendment to the
company's omnibus stock plan Management Yes Against Against
Ratify the appointment of KPMG
LLP as the Company's
independent auditors Management Yes Against Against
PolyOne Corporation POL 73179P106 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Carol A. Cartwright,
02-Gale Duff Bloom,
03-J.Douglas Campbell
04-Wayne R. Embry,
05-Robert A. Garda,
06-Gordon D. Harnett,
07-David H. Hoag,
08-William F. Patient,
09-Thomas A. Walterminre,
10-Farah M. Walters
Proposal to approve the Polyone
Corporation deferred
compensation plan for
non-employee directors Management Yes For For
Harvest Natural
Resources HNR 41754V103 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Stephen D. Chesebro,
02-John U. Clarke,
03-Byron A. Dunn,
04-H.H. Hardee,
05-Peter J. Hill,
06-Patrick M. Murray
To ratify the appointment of
PricewaterhouseCoopers LLP
as the independent
Accountants for the year
ended December 31, 2004 Management Yes For For
To approve the Harvest Natural
Resources 2004 long term
incentive plan Management Yes For For
Quanta Services, Inc. QNTA 74762E102 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James R. Ball,
02-John R. Colson,
03-Bernard Fried,
04-Jarrell Gibbs,
05-Louis C. Golm,
06-Ben A. Guill,
07-Thomas J. Sikorski,
08-Gary A. Tucci,
09-John R. Wilson
Willbros Group, Inc. WG 969199108 5/20/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Rodney B. Mitchell,
02-S. Miller Williams
Approval of amendment number 4
to Willbros Group, Inc. 1996
stock plan, which increases
the total number of shares
of the common stock of the
company authorized for
issuance thereunder from
3,125,000 to 4,075,000
shares Management Yes For For
Ratification of KPMG LLP as
independent auditors for the
company for 2004 Management Yes For For
Prospect Street High
Income Port PHY 743586406 5/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Mr. R.J. Dougherty
Rewards Network, Inc. IRN 761557107 5/25/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Samuel Zell,
02- George S. Wiedemann,
03-Adam M. Aron,
04-Peter C.B. Bynoe,
05-Herbert M. Gardner,
06-Raymond A. Gross,
07-F.Philip Handy,
08-Harold I. Shain,
09-John A. Ward III,
10-Lester Wunderman
To approve the Company's 2004
Long-Term incentive plan Management Yes Against Against
U.S. Physical Therapy
Inc. USPH 90337L108 5/25/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Roy W. Spradlin,
02-Mark J. Brookner,
03-Daniel C. Arnold,
04-Bruce D. Broussard,
05-James B. Hoover,
06-Marlin W. Johnston,
07-Albert L. Rosen,
08-Jerald L. Pullins
To approve the company's 2003
stock incentive plan which
reserves for issuance
900,000 shares of the
company common stock to be
granted to employees
consultants and non-employee
directors of the company Management Yes For For
Celsion Corporation CLN 15117N107 5/25/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Dr. Augustine Y. Cheung,
02-Dr. Max E. Link,
03-Dr. Kris Venkat
To approve an amendment to the
certificate of incorporation
of the company, as amended
to increase the number of
authorized shares of common
stock by 50,000,000 from
200,000,000 to 250,000,000 Management Yes Against Against
To approve the Celsion Corp.
2004 stock incentive plan Management Yes Against Against
To ratify the appointment of
Stegman & Company as
independent public
accountants of the company
for the fiscal year ending
Dec. 31, 2004 Management Yes For For
Page 13
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- -------- ----
Superior Energy
Services SPN 868157108 5/25/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Terence E. Hall,
02-Joseph R. Edwards,
03-Justin L. Sullivan,
04 Ben A. Guill,
05-Richard A. Bachmann,
06-Richard A. Pattarozzi,
07-Enoch L. Dawkins
2004 Directors restricted stock
units plan Management Yes For For
Appointment of KPMG LLP as
independent auditors for the
fiscal year ending
December 31, 2004 Management Yes For For
Prime Medical
Services, Inc. PMSI 4156D108 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-R. Steven Hicks,
02-Brad A. Hummel,
03-Carl S. Luikart, M.D.,
04-Michael R. Nicolais,
05-William A. Searles,
06-Kenneth S. Shifrin,
07-Michael J. Spalding,MD.
08-Perry M. Waughtal
Exxon Mobil
Corporation XOM 30231G102 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-M.J. Boskin,
02-R. Houghton,
03-W.R. Howell,
04-R.C. King,
05-P.E. Lippincott,
06-H.J. Longwell,
07-H.A. McKinnell,Jr.,
08-M.C. Nelson,
09-L.R. Raymond,
10-W.V. Shipley,
11-R.W. Tillerson
Ratification of
independent auditors Management Yes For For
Approval of 2004 non-employee
director restricted stock
plan Management Yes For For
Political contributions Management Yes Against For
Political contributions report Management Yes Against For
Media response on equatorial
Guinea Management Yes Against For
Board Chairman and Ceo Management Yes Against For
Executive compensation plan Management Yes Against For
Equity compensation report Management Yes Against For
Amendment of EEO Policy Management Yes Against For
Climate Science Report Management Yes Against For
Steven Madden, Ltd. SHOO 556269108 5/21/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jamieson A. Karson,
02-Jeffrey Birnbaum,
03-Marc Cooper,
04-John L. Madden,
05-Peter Migliorini,
06-Thomas H. Schwartz,
07-Awadhesh Sinha
Amendment of the 1999 Stock plan Management Yes Against Against
Ratification of the appointment
of Eisner LLP as the
Company's independent
auditors for the fiscal
year ending December 31,
2004 Management Yes For For
The Southern Company SO 842587107 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-D.P. Amos,
02-D.J.Bern,
03-F.S. Blake,
04-T.F. Chapman,
05-H.A. Franklin,
06-B.S.Gordon,
07-D.M. James,
08-Z.T. Pate,
09-J.N. Purcell,
10-D.M. Ratcliffe,
11-G.J.St.Pe
Ratification of the appointment
of Deloitte & Touche as
independent auditors for '04 Management Yes For For
Approval of outside directors
stock plan Management Yes For For
Oneida Ltd. ONFC 682505102 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withhold Against
01-W. Allyn,
02-A. Conseur,
03-G.Harden,
04-C.Suttmeier
To ratify the appointment of
PricewaterhouseCoopers LLP as
independent auditors Management Yes For For
Chiquita Brands
International CQB 170032809 5/25/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Fernando Aquirre,
02-Morten Arntzen,
03-Jeffrey D. Benjamin,
04-Robert W. Fisher,
05-Roderick M. Hills,
06-Durk I. Jager,
07-Jaime Serra
08-Steven P. Stanbrook
Epix Medical, Inc. EPIX 26881Q101 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Stanley T. Crooke MD PHD
Proposal to amend the Company's
amended and restated 1992
equity incentive plan to
increase the aggregate number
of shares of the company's
common stock as to which
awards may be granted under
such plan by 500,000 shares Management Yes For For
Proposal to amend the Company's
certificate of incorporation
to change the name
of the company from Epix
Medical, Inc. to Epix
Pharmaceuticals, Inc. Management Yes For For
Proposal to ratify the
appointment of Ernst & Young
LLP as the Company's
Independent public
accountants for the fiscal
year ending December 31 2004 Management Yes For For
Bank of America
Corporation BAC 60505104 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-William Barnet, III,
02-Charles W. Coker,
03-John T. Collins,
04-Gary L. Countryman,
05-Paul Fulton,
06-Charles K. Gifford,
07-Donald E. Guinn,
08-James H. Hance,
09-Kenneth D. Lewis,
10-Walter E. Massey,
11-Thomas J. May,
12-C. Steven McMillan,
13-Eugene M. McQuade,
14-Patricia E. Mitchell,
15-Edward L. Romero,
16-Thomas M. Ryan,
17-O. Temple Sloan,
18-Meredith R. Spangler,
19-Jackie M. Ward
Ratification of independent
public accountants Management Yes For For
Stockholder proposal - annual
meeting date Shareholder Yes Against For
Stockholder proposal -
nomination of directors Shareholder Yes Against For
Stockholder proposal -
charitable contributions Shareholder Yes Against For
Stockholder proposal - Mutual
fund trading policies Shareholder Yes Against For
Stockholder proposal - Privacy
and information security Shareholder Yes Against For
Iron Mountain Inc. IRM 462846106 5/24/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Clarke H. Bailey,
02-Constantin R. Boden,
03-Kent P. Dauten,
04- B. Thomas Golisano,
05-John F. Kenny,
06-Arthur D. Little,
07-C.Richard Reese,
08-Vincent J. Ryan
Approve the adoption of the
amendment to the company's
amended and restated articles
of incorporation Management Yes For For
Approve the adoption of the
amendment to the Iron
Mountain Inc. 2002 stock
incentive plan Management Yes For For
I-Many Inc. IMNY 44973Q103 5/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-William F. Doyle,
02-Murray B. Low,
03-A. Leigh Powell,
04-Karl. E. Newkirk
To ratify the selection of BDO
Seidman, LLP as the company's
independent auditors for the
current fiscal year Management Yes For For
To approve the Shareholder
proposal related to executive
compensation described in the
accompanying proxy statement Shareholder Yes For Against
Physiometrix, Inc. PHYX 718928104 5/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James A. Saalfield
Proposal to ratify the selection
of Ernst & Young LLP as
independent auditors of the
company for the year ending
December 31, 2004 Management Yes For For
First Community
Bancorp FCBP 31983B101 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- -------- ----
01-Stephen M. Dunn,
02-Susan E. Lester,
03-Robert A. Stine,
04-John M Eggemeyer,
05-Timothy B. Matz,
06-Matthew P. Wagner,
07-Barry C. Fitzpatrick,
08-Arnold W. Messer,
09-David S. Williams,
10-Charles H. Green,
11-Daniel B. Platt
To approve the amendment and
restatement of the 2003 stock
incentive plan Management Yes For For
To transact any other business
as may properly come before
meeting and at any
postponements and
adjournments thereof Management Yes For For
Foot Locker, Inc. FL 344849104 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James E. Preston,
02-Matthew D. Serra,
03-Christopher A. Sinclair,
04-Dona D. Young
Ratification of appointment of
independent accountants Management Yes For For
Global Power
Equipment Group
Inc. GEG 37941P108 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Larry Edwards,
02-Stephen Eisenstein
The approval of the adoption of
the company's 2004 stock
incentive plan Management Yes Against Against
Ratification of
PricewaterhouseCoopers LLP as
independent auditor for the
company for fiscal 2004 Management Yes For For
The Wet Seal, Inc. WTSLA 961840105 5/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withold Against
01-George H. Benter,
02-Barry J. Entous,
03-Stephen Gross,
04-Walter F. Loeb,
05-Wilfred Posluns,
06-Alan Siegel,
07-Irving Teitelbaun
4Kids Entertainment,
Inc. KDE 350865101 5/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Richard Block,
02-Jay Emmett,
03-Joseph P. Garrity,
04-Michael Goldstein,
05-Steven M. Grossman,
06-Alfred R. Kahn
Proposal to approve the 4Kids
2004 stock option plan Management Yes For For
Proposal to approve the
ratification of the
appointment of Deloitte &
Touche LLP as 4Kids
Independent auditors for the
fiscal year ending December
31, 2004 Management Yes For For
Duquesne Light
Holdings, Inc. DQE 266233105 5/27/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Doreen E. Boyce,
02- Charles C. Cohen,
03-Morgan K. O'Brien
Approval of amendments to the
2002 long-term incentive plan Management Yes For For
Ratification of auditors -
Deloitte & Touche LLP Management Yes For For
Avigen, Inc. AVGN 53690103 5/26/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-K.G. Chahine, Phd, Jd,
02-Daniel Vapnek, PHD
To approve Avigen's 1996
non-employee directors' stock
option plan, as amended
to increase the aggregate
number of shares of common
stock authorized for issuance
under the plan by 250,000
shares from 300,000 to
550,000 shares. Management Yes For For
To ratify the selection by the
audit committee of the board
of directors of Ernst & Young
LLP as Avigen's independent
auditors for its fiscal year
ending December 31, 2004 Management Yes For For
First Consulting
Group FCGI 31986R103 6/1/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Michael P. Downey,
02-Robert G. Funari,
03-Fatima Reep
To ratify the selection of Grant
Thornton LLP as our
independent auditors for the
fiscal year ending December
31, 2004 Management Yes For For
General Motors
Corporation GM 370442105 6/2/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-P.N. Barnevik,
02-J.H.Bryan,
03-A.M. Codina,
04-G.M.C. Fisher,
05- K.Katen,
06-Kresa,
07-Lafley,
08-P.A. Laskawy,
09-E.S. O'Neal,
10-E. Pfeiffer,
11-G.R. Wagoner, Jr.
Ratify selection of idependent
accountants Management Yes For For
Eliminate awarding, repricing,
or renewing stock options Shareholder Yes Against For
Eliminate options, sars and
severance payments Shareholder Yes Against For
Require an independent chairman
separate from the chief
executive officer Shareholder Yes Against For
Appoint independent directors to
key board committees Shareholder Yes Against For
Report on greenhouse gas
emissions Shareholder Yes Against For
Approve "golden parachutes" Shareholder Yes Against For
Require senior executives and
directors to retain stock
obstained by exercising
options Shareholder Yes Against For
Lightbridge, Inc. LTBG 532226107 6/2/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Rachelle B. Chong,
02- Andrew G. Mills,
03-David G. Turner
Approval of 200,000 share
increase in the number of
shares that may be issued
under the company's 1996
employee stock purchase plan,
as amended (the "1996 ESPP") Management Yes Against Against
Approval of the 2004 stock
incentive plan (the "2004
Plan") Management Yes Against Against
E.Piphany, Inc. EPNY 26881V100 6/2/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Mohan Gyani,
02-Douglas J. Mackenzie,
03-Karen A. Richardson
To ratify the appointment of
Ernst & Young LLP as our
independent auditor for the
year ending December 31, 2004 Management Yes For For
Durect Corporation DRRX 266605104 6/3/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Felix Theeuwes,
02-Albert L. Zesiger
The appointment of Ernst & Young
LLP as Independent auditors Management Yes For For
Pegasystems, Inc. PEGA 705573103 6/3/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Henry Ancona,
02-Alexander V. D'Arbeloff,
03-William H. Keough,
04-Edward A. Maybury
To approve an amendment to our
restated articles of
organization to increase the
number of authorized shares
of common stock from
45,000,000 to 70,000,000 Management Yes Against Against
To approve the Pegasystems Inc.
2004 long-term incentive plan Management Yes For For
To ratify the selection of
Deloitte & Touche LLP as
independent auditors of
Pegasystems Inc. for the
fiscal year ending December
31, 2004 Management Yes For For
Chesapeake Energy
Corp. CHK 165167107 6/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Frank A. Keating,
02-Tom L. Ward,
03-Frederick B. Whittemore
To approve an amendment to our
certificate of incorporation
to increase the number of
authorized shares of common
stock Management Yes For For
To approve an amendment to our
certificate of incorporation
of increase the number of
authorized shares of
preferred stock Management Yes For For
Wal-Mart Stores WMT 931142103 6/4/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-James W. Breyer,
02-M.Michele Burns,
03-Thomas M. Coughlin,
04-David D. Glass,
05-Roland A. Hernandez,
06-Dawn G. Lepore,
07-John D.Opie,
08-Paul Reason,
09-H.Lee Scott,
10-Jack C. Shewmaker,
11-Jose H.Villarreal,
12-John T. Walton,
13-S.Robson Walton,
14-Christopher J.
PROXY LOG - VOTES FOR AND AGAINST
- ------------------------------------------------------------------------------------------------------------------------------------
DID FOR/
MATTER PROPOSED FUND HOW AGAINST
SECURITY TICKER CUSIP MTG DATE VOTED ON BY VOTE VOTED MGMT
- -------- ------ ----- -------- -------- -- ---- -------- ----
Williams
Approval of the ASDA Colleague
Share ownership plan 1999 Management Yes Against Against
Approval of the ASDA Sharesave
Plan 2000 Management Yes Against Against
Approval of the Wal-Mart Stores,
Inc. 2004 Associate Stock
Purchase plan Management Yes Against Against
Ratification of the appointment
of independent accountants Management Yes Against Against
A shareholder proposal regarding
an independent chairman Shareholder Yes Against Against
A shareholder proposal regarding
a "sustainability" report Shareholder Yes Against Against
A shareholder proposal regarding
equity compensation Shareholder Yes Against Against
A shareholder proposal regarding
genetically engineered food
products Shareholder Yes Against Against
A shareholder proposal regarding
an equal employment
opportunity report Shareholder Yes Against Against
A shareholder proposal regarding
shareholder approval of
participation on the officer
deferred compensation plan Shareholder Yes Against Against
Segue Software, Inc. SEGU 815807102 6/7/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Joseph K. Krivickas,
02-John R. Levine,
03-Howard L. Morgan,
04-Robert W. Powers,
05-Jyoti Prakash,
06-James H. Simons
To approve an amendment to the
stock purchase plan Management Yes For For
To ratify the appointment of
Grant Thornton LLP as the
company's Independent public
accountants for the fiscal
year ending December 31,2004 Management Yes For For
Newpark Resources,
Inc. NR 651718504 6/9/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Jerry W. Box,
02-W. Thomas Ballantine,
03-James D. Cole,
04-David P. Hunt,
05-Alan J. Kaufman,
06-James H. Stone,
07-Roger C. Stull,
08-F. Walker Tucei, Jr.
Proposal to adopt the 2004
non-employee directors stock
option plan Management Yes For For
Proposal to ratify the selection
of auditors Management Yes For For
Isolagen, Inc. ILE 46488N103 6/10/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Steven Morrell,
02-Marshall G. Webb
To ratify the appointment of BDO
Seidman LLP as the company's
auditors for the year ending
December 31, 2004 Management Yes For For
Vivus, Inc. VVUS 928551100 6/14/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Virgil A. Place,
02-Leland F. Wilson,
03-Mark B. Logan,
04-Mario M. Rosati,
05-LM Dairiki Shortlife,
06-Graham Strachan
Proposal to ratify the
appointment of KPMG LLP as
the independent auditors of
VIVUS Inc. for fiscal 2004 Management Yes For For
To transact such other business
in their discretion, as may
properly come before the
meeting or any adjourments
thereof Management Yes Abstain Against
Vicor Corporation VICR 925815102 6/17/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-M.Michael Ansour,
02-Estia J. Eichten,
03-Barry Kelleher,
04-Jay M. Prager,
05-David T. Riddiford,
06-Patrizio Vinciarelli,
07-Samuel Anderson
Neopharm, Inc. NEOL 640919106 6/17/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-John N. Kapoor,
02-James M. Hussey,
03-Matthew P. Rogan,
04-Kaveh T. Safavi,
05-Sander A. Flaum,
06-Erick E. Hanson
Proposal to approve the
ratification of KPMG LLP as
the company's independent
public accountants Management Yes For For
Hollis-Eden
Pharmaceuticals HEPH 435902101 6/18/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-J. Paul Bagley,
02-Marc R. Sarni,
03-Jerome M. Hauer
To approve the Company's 1997
incentive stock option plan,
as amended Management Yes Against Against
To ratify the selection of BDO
Seidman LLP as independent
auditors of the company for
its fiscal year ending
December 31,2004 Management Yes For For
MS Emerging Markets MSF 61744G107 6/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes Withhold Against
01-Wayne E. Hedien,
02-Dr. Manuel H. Johnson,
03-James F. Higgins
The Thai Fund TTF 882904105 6/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Wayne E. Hedien,
02-Dr. Manuel H. Johnson,
03-James F. Higgins
Maxygen, Inc. MAXY 577776107 6/22/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-M.R.C. Greenwood,
02-Russell J. Howard,
03-Ernest Mario,
04-Gordon Ringold,
05-Isaac Stein,
06-James R. Sulat
To ratify the selection of Ernst
& Young LLP as the
independent auditors of the
company for the fiscal year
ending December 31, 2004 Management Yes For For
Ariad
Pharmaceuticals,
Inc. ARIA 04033A100 6/23/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Mary C. Tanner,
02-Athanase Lvidas, Ph.D
To approve an amendment to our
2001 stock plan to increase
the number of shares of our
common stock reserved under
the plan from 2,030,000 to
5,930,000, an increase of
3,000,000 shares. Management Yes Against Against
To approve an amendment to our
certifcate of incorporation
to increase the number of
authorized shares of our
common stock from 60,000,000
to 145,000,000 an increase of
85,000,000 shares Management Yes Against Against
To ratify the selection of
Deloitte & Touche LLP as the
company's independent public
accountants for the year
ending December 31,2004 Management Yes For For
Intercept, Inc. ICPT 45845L107 6/24/2004 Proposal to elect Kevin J. Lynch
and Marc Weisman as Class III
Directors to serve until the
2007 Annual Meeting of
Shareholders Jana Partners Yes For For
Proposal to give holders of a
majority of shares power to
remove directors with or
without cause. Jana Partners Yes For For
Proposal to let shareholders
fill vacancies on the board
of Directors Jana Partners Yes For For
Proposal to lower the
requirement to call special
meetings to 10% of shares Jana Partners Yes For For
Sunterra
Corporation SNRR 86787D208 6/15/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-Nicholas J. Benson,
02-Olof S. Nelson,
03-James A Weissenborn,
04- David Gubbay,
05-James H. Dickerson,
06-Charles F. Willes
Ratification of the appointment
of Grant Thornton LLP to
serve as the independent
public accountants of
Sunterra Corporation for the
fistcal year ending December
31, 2004 Management Yes For For
Amendment of the company's
charter to increase the
number of authorized shares
of common stock from
30,000,000 to 75,000,000 Management Yes Against Against
Amendment of the Sunterra
Corporation 2002 stock
option plan to increase the
number of shares reserved
for issuance under the plan
from 2,012,821 to 3,000,000 Management Yes Against Against
Air Methods
Corporation AIRM 009128307 6/17/2004 Directors Recommend:
A vote for the election of the
following nominees: Management Yes For For
01-George W. Belsey,
02-Maj Gen C H McNair Jr.
03-David Kikumoto
Approval of 2004 Stock Option Plan Management Yes For For
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.
ICM SERIES TRUST
By: /s/ Warren J. Isabelle
___________________________
Warren J. Isabelle, President
Date: August 24, 2004
__________________________