SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Brown Capital Management Mutual Funds · N-PX · For 6/30/04

Filed On 8/31/04, 4:35pm ET   ·   Accession Number 869351-4-11   ·   SEC File 811-06199

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size

 8/31/04  Brown Capital Mgmt Mutual Funds   N-PX        6/30/04    1:381K

Proxy Voting Record Annual Report by a Management Investment Company   —   Form N-PX
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-PX        The Nottingham Investment Trust Ii                   127±   893K 

N-PX1st "Page" of 25TOCTopPreviousNextBottomJust 1st
 

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: 811-06199 --------- The Nottingham Investment Trust II ---------------------------------- (Exact name of registrant as specified in charter) 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) C. Frank Watson III 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802 -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 252-972-9922 ------------ Date of fiscal year end: March 31 -------- Date of reporting period: July 1, 2003 - June 30, 2004 ----------------------------
N-PX2nd "Page" of 25TOC1stPreviousNextBottomJust 2nd
PROXY VOTING RECORDS EARNEST PARTNERS FIXED INCOME TRUST ----------------------------------- There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the registrant was entitled to vote.
N-PX3rd "Page" of 25TOC1stPreviousNextBottomJust 3rd
CAPITAL VALUE FUND ------------------ The investment advisor for the Capital Value Fund, a series of the registrant (the "Fund"), has advised the registrant that the investment advisor did not vote on behalf of the Fund on any matters relating to portfolio securities considered at any shareholder meeting held during the period covered by this report with respect to which the Fund was entitled to vote.
N-PX4th "Page" of 25TOC1stPreviousNextBottomJust 4th
THE BROWN CAPITAL MANAGEMENT EQUITY FUND ---------------------------------------- [Enlarge/Download Table] Vote Summary Report Jul 01, 2003 - Sep 30, 2003 Brown Capital Equity Fund - a217 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------------- -------------------------------------- ------------ ------------ ----------- ------------ --------------- 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 4,900 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For 09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 4,700 1 Elect Directors For For 2 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 3,700 1 Elect Directors For For 1.1 Elect Director Michael A. Miles --- For We recommend a vote FOR the directors. 1.2 Elect Director Alex J. Mandl --- For 1.3 Elect Director Morton L. Topfer --- For 2 Declassify the Board of Directors For For ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Change Company Name For For 4 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 2,900 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 4,300 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 2,452 1 Issue Shares in Connection with an For For Acquisition CONCLUSION: Based on the fairness opinion and the potential strategic synergies, we believe the merger agreement warrants shareholder support.
N-PX5th "Page" of 25TOC1stPreviousNextBottomJust 5th
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 Brown Capital Equity Fund Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 1,100 1 Increase Authorized Common Stock For For 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 21,200 1 Elect Directors For For 1.1 Elect Director Carol A. Bartz --- For We recommend a vote FOR the directors. 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director John T. Chambers --- For 1.4 Elect Director Dr. James F. Gibbons --- For 1.5 Elect Director Dr. John L. Hennessy --- For 1.6 Elect Director Roderick C. McGeary --- For 1.7 Elect Director James C. Morgan --- For 1.8 Elect Director John P. Morgridge --- For 1.9 Elect Director Donald T. Valentine --- For 1.10 Elect Director Steven M. West --- For 1.11 Elect Director Jerry Yang --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by the Against Against Government to Monitor the Internet ISS generally supports proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment. In this case, we believe that generating such a report could be time consuming and costly to the company without providing significant value to shareholders. The products provided by the company are similar to those provided by peers and competitors in the technology industry. As such, requiring disclosure that may cause the company to break contractual obligations or require burdensome research on behalf of third party resellers could place the company at a competitive disadvantage and may negatively affect shareholder value. Since the proposed resolution may result in substantial costs and time expenditures to the company and may not provide useful information to shareholders, we do not support this proposal. 5 Report on Pay Disparity Against Against When reviewing requests for reports on executive compensation, ISS takes into consideration the scope of the requested report, the company's internal procedures for determining compensation, and the company's historical compensation practices. As with all report requests, ISS carefully weighs the potential usefulness of the requested report against the costs of preparation and whether the report would be duplicative of existing disclosure. In the case of this proposal, we note that the proponents are specifically asking for a comparison of the compensation of the company's top executives with that of its lowest compensated workers on a worldwide basis and a report on any recommendations regarding changing the current level of executive pay. Though the disparity between the pay levels of entry-level and executive employees has undoubtedly grown at many U.S. companies over the past few decades, we note that it is unlikely that the requested report would produce a meaningful gauge for shareholders of whether the company's compensation policies and pay levels are appropriate and effective for employees at the senior executive level. While we understand the proponents' concerns with escalating CEO pay, we note that the Compensation and Management Development Committee is composed entirely of independent directors. Based on our concerns regarding the scope of the proposal, the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 3,700 1 Elect Directors For For 1.1 Elect Director Stephen M. Bennett --- For We recommend a vote FOR the directors. 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Stratton D. Sclavos --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 6,200 1 Elect Directors For For 2 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 19,600 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For Please see the section below entitled 'Multiple Plan Notes' for a further discussion of this and other plans. Vote Recommendation The total cost of the company's plans of 9.34 percent is within the allowable cap for this company of 10.50 percent. Additionally, this plan expressly forbids repricing. In conjunction with the change in compensation practices discussed under the proposed amendments to this plan, Microsoft recently announced a transaction with JP Morgan to transfer underwater employee stock options for cash. This proposed transaction has not yet received SEC approval and is not being submitted for shareholder approval at the annual meeting. Under the potentially trend setting transaction, Microsoft employees can elect to transfer options with an exercise price of $33 or above for a cash payment. The stock option transfer program allows up to 624 million common shares to be offered and sold by JP Morgan, and the terms for most of the transferred options would be reduced to 36 months. Microsoft will pay the proceeds received on the purchase price of the options from JP Morgan to employees. ISS would like to see the stock option transfer program put to shareholder vote. The options subject to the transfer would represent approximately 40 percent of current options outstanding and approximately six percent of total shares outstanding as of Sept. 12, 2003. ISS believes that the stock option transfer program represents an alternative to repricing underwater stock options, and constitutes a significant amendment to the company's stock compensation program. The option transfer program changes the initial intent and design of stock option awards and the payout realizable by employees. The program modifies the risk characteristics of the option awards post-issuance, which has an economic impact on shareholder value. By exchanging underwater stock options for cash, the program would ensure protection of income to employees that is not available to shareholders at large. In view of these factors, it is important that shareholders evaluate the option transfer program and its merits. While ISS commends Microsoft for proposing to decrease the maximum number of shares issuable under the stock plan by 100 million shares, ISS will continue to include the transferred options in the overhang as part of the compensation plan analysis assuming that the transaction with JP Morgan is approved by the SEC. Even though the transferred options would no longer be available for future grant under the program, ISS still considers the transferred options as part of the economic costs and dilutive impact to shareholders in our analysis of the stock plan proposals. ISS will follow further developments on the option transfer program. Moreover, ISS will consider recommending withholding votes from the directors at the next annual meeting if the stock option transfer program is not submitted for shareholder approval. 3 Amend Non-Employee Director Stock Option Plan For For Multiple Plan Notes: The combined shareholder value transfer for all plans considered is 9.34 percent. The aggregate value of all the proposals does not exceed the company's allowable shareholder value transfer cap of 10.50 percent. However, ISS supports only those plans that provide, in aggregate, the greatest shareholder value transfer without exceeding the allowable cap and that do not violate repricing guidelines. Vote Recommendation The total cost of the company's plans of 9.34 percent is within the allowable cap for this company of 10.50 percent. Microsoft recently announced some significant changes to its stock compensation practices. Specifically, Microsoft will grant restricted stock units instead of stock options, provide cash for eligible outstanding underwater stock options and expense stock options under FAS 123 retroactively. Microsoft announced a transaction with JP Morgan to transfer underwater employee stock options for cash. This proposed transaction has not yet received SEC approval and is not being submitted for shareholder approval at the annual meeting. Under the potentially trend setting transaction, Microsoft employees can elect to transfer options with an exercise price of $33 or above for a cash payment. The stock option transfer program allows up to 624 million common shares to be offered and sold by JP Morgan, and the terms for most of the transferred options would be reduced to 36 months. Microsoft will pay the proceeds received on the purchase price of the options from JP Morgan to employees. ISS would like to see the stock option transfer program put to shareholder vote. The options subject to the transfer would represent approximately 40 percent of current options outstanding and approximately six percent of total shares outstanding as of Sept. 12, 2003. ISS believes that the stock option transfer program represents an alternative to repricing underwater stock options, and constitutes a significant amendment to the company's stock compensation program. The option transfer program changes the initial intent and design of stock option awards and the payout realizable by employees. The program modifies the risk characteristics of the option awards post-issuance, which has an economic impact on shareholder value. By exchanging underwater stock options for cash, the program would ensure protection of income to employees that is not available to shareholders at large. In view of these factors, it is important that shareholders evaluate the option transfer program and its merits. While ISS commends Microsoft for proposing to decrease the maximum number of shares issuable under the stock plan by 100 million shares, ISS will continue to include the transferred options in the overhang as part of the compensation plan analysis assuming that the transaction with JP Morgan is approved by the SEC. Even though the transferred options would no longer be available for future grant under the program, ISS still considers the transferred options as part of the economic costs and dilutive impact to shareholders in our analysis of the stock plan proposals. ISS also commends Microsoft for implementing a performance based stock award program for its executives. Actual stock awards will be based on the growth in the number and satisfaction of their customers over a three-year period. However, additional information on the quantitative measures and the hurdle rates should be provided so that shareholders can evaluate the effectiveness of the new program. ISS will follow further developments on the option transfer program. Moreover, ISS will consider recommending withholding votes from the directors at the next annual meeting if the stock option transfer program is not submitted for shareholder approval. Shareholder Proposal 4 Refrain from Giving Charitable Contributions Against Against As the company complies with current laws and regulations regarding charitable contributions, and the refraining from making contributions runs counter to the company's goals of being a good corporate citizen, we recommend shareholders oppose this request.
N-PX6th "Page" of 25TOC1stPreviousNextBottomJust 6th
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 Brown Capital Equity Fund - a217 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 4,200 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 5,500 1 Elect Directors For For 1.1 Elect Director Michael H. Armacost --- For We recommend a vote FOR the directors. 1.2 Elect Director Deborah A. Coleman --- For 1.3 Elect Director Herbert M. Dwight, Jr. --- For 1.4 Elect Director Philip V. Gerdine --- For 1.5 Elect Director Paul R. Low --- For 1.6 Elect Director Dan Maydan --- For 1.7 Elect Director Steven L. Miller --- For 1.8 Elect Director James C. Morgan --- For 1.9 Elect Director Gerhard H. Parker --- For 1.10 Elect Director Michael R. Splinter --- For 2 Amend Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 11.08 percent is within the allowable cap for this company of 12.63 percent. Additionally, this plan expressly forbids repricing. 01/29/04 - A Costco Wholesale Corporation *COST* 22160K105 12/05/03 3,400 1 Elect Directors For For 1.1 Elect Director Benjamin S. Carson, Sr., M.D. as Class II Director --- For We recommend a vote FOR the directors. 1.2 Elect Director Hamilton E. James as Class II Director --- For 1.3 Elect Director Jill S. Ruckelshaus as Class II Director --- For 1.4 Elect Director William H. Gates, II as Class II Director --- For 1.5 Elect Director Daniel J. Evans as Class I Director --- For Shareholder Proposals 2 Declassify the Board of Directors Against For 3 Develop Land Procurement Policy Against Against As the company is in compliance with applicable laws related to land acquisition, and considering that implementation of the proposal could be overly restrictive to the future growth of the company through such acquisition, we do not recommend support for the request at this time. Management Proposal 4 Ratify Auditors For For 03/23/04 - A Fifth Third Bancorp *FITB* 316773100 01/30/04 3,000 1 Elect Directors For For 1.1 Elect Director Darryl F. Allen --- For We recommend a vote FOR the directors. 1.2 Elect Director Allen M. Hill --- For 1.3 Elect Director Dr Mitchel D Livingston --- For 1.4 Elect Director Hendrik G. Meijer --- For 1.5 Elect Director James E. Rogers --- For 2 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 4.04 percent is within the allowable cap for this company of 5.23 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For 4 Adopt Sexual Orientation Non-Discrimination None For Policy We recommend a Vote FOR Item 4. 02/17/04 - A Health Management Associates, Inc. 421933102 12/19/03 13,500 *HMA* 1 Elect Directors For For 03/31/04 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/02/04 2,500 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against For 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 6,700 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against Thus, adopting and implementing the China Principles could prove both costly and difficult. As such, while ISS encourages Walt Disney to continue to evaluate its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles would significantly improve upon the current International Labor Standards implemented by the company. 4 Report on Supplier Labor Standards in China Against For While we commend Walt Disney for its code of conduct and International Labor Standards, we note that manufacturing operations in China as a whole, and Walt Disney in specific, have been the subject of ongoing controversy and increased scrutiny on issues related to labor standards. Furthermore, we note that Walt Disney does retain the services of external compliance monitors; however, information on the outcome of these compliance reviews does not appear to be readily available. The format of this resolution does not specifically challenge Walt Disney's policies regarding supplier standards; instead, it requests disclosure on the outcome of audits or reviews on supplier compliance to company policies. Since the information requested by the proponents is already gathered by Walt Disney, the report should not be difficult to assemble or prohibitively expensive. Further, several companies that operate in similar markets have adopted policies that include disclosure on vendor compliance with company standards, local laws, and/or international guidelines. Finally, a report addressing the issue of supplier compliance with company policies, local laws, and international guidelines on labor rights issues may serve to improve Walt Disney's public image and limit the exposure to reputational risk associated with its operations in China. 5 Report on Amusement Park Safety Against Against Therefore, considering the combination of the company's commitment to amusement park safety, the report published by the company on park safety in 2002, and state regulations in place regarding safety and accident reporting, ISS does not believe that an additional report to shareholders would be warranted or an efficient use of company assets.
N-PX7th "Page" of 25TOC1stPreviousNextBottomJust 7th
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 Brown Capital Equity Fund - a217 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ --------------- ----------- ----------------- 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 7,100 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.23 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 4,000 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, Inc. 026874107 03/26/04 5,400 *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Non-Employee Director Stock Option For For Mgmt Plan V. Vote Recommendation The total cost of the company's plans of 2.17 percent is within the allowable cap for this company of 8.00 percent. 4 Ratify Auditors For For Mgmt 5 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of AIG, we note that the company complies with state and local laws regarding contributions to political candidates or organizations. Further, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Divest from Tobacco Equities Against Against ShrHoldr Therefore, because of the restrictive format and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 7 Link Executive Compensation to Predatory Against Against ShrHoldr Lending While AIG does not explicitly address the issue of predatory lending as a function of executive compensation, ISS notes that the company has an independent compensation committee and a charter that discusses the factors used in determining executive compensation. Additionally, although some lending institutions may have adopted policies that generally link executive compensation to responsible business practices, it does not appear that the company's main competitors specifically tie any portion of executive compensation to predatory lending. Moreover, the company's current compensation levels have not been the subject of recent, significant controversy. ISS also notes that the company has policies and processes aimed at eliminating instances of predatory lending within the company's operations, including compliance review by the legal and compliance departments. Based on these policies to ensure compliance with laws aimed at preventing predatory lending, the independence of the compensation committee, and the absence of controversy surrounding current executive compensation we do not believe that this review and a subsequent report are necessary at this time. 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 2,800 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Against ShrHoldr 4 Expense Stock Options Against For ShrHoldr 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 3,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 1,400 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.96 percent is within the allowable cap for this company of 12.32 percent. 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 10,320 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Micky Arison --- For ISS prefers that boards contain a majority of non-executives who are considered to be independent. In addition, we prefer that key committee membership is limited to independent non-executives only. Despite these shortcomings, director elections are standard proposals at annual meetings, and these concerns would not be enough to lead us to oppose these candidates. 1.2 Elect Director Amb Richard G. Capen Jr --- For 1.3 Elect Director Robert H. Dickinson --- For 1.4 Elect Director Arnold W. Donald --- For 1.5 Elect Director Pier Luigi Foschi --- For 1.6 Elect Director Howard S. Frank --- For 1.7 Elect Director Baroness Hogg --- For 1.8 Elect Director A. Kirk Lanterman --- For 1.9 Elect Director Modesto A. Maidique --- For 1.10 Elect Director John P. Mcnulty --- For 1.11 Elect Director Peter Ratcliffe --- For 1.12 Elect Director Sir John Parker --- For 1.13 Elect Director Stuart Subotnick --- For 1.14 Elect Director Uzi Zucker --- For 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Mgmt CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT For For Mgmt SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES. 05/05/04 - A Celestica Inc. *CLS.* 15101Q108 03/12/04 5,700 Meeting For Subordinate Voting and Multiple Voting Shareholders 1 Elect Robert Crandall, William Etherington, For For Mgmt Richard Love, Anthony Melman, Gerald Schwartz, Charles Szuluk, Don Tapscott as Directors 2 Approve Auditors and Authorize Board to Fix For For Mgmt Remuneration of Auditors 05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 2,700 1 Elect Directors For For Mgmt 1.1 Elect Director Vaughn D. Bryson --- For We recommend a vote FOR the directors. 1.2 Elect Director Pierre E. Douaze --- For 1.3 Elect Director Edward E. Penhoet --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. ISS approves the stock purchase program component because the plan complies with Section 423 of the Internal Revenue Code, the number of shares reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. However, the total cost of the company's plans of 17.46 percent is above the allowable cap for this company of 10.28 percent. Therefore, we recommend AGAINST this bundled plan. 3 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 9,000 1 Elect Directors For For Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors. 1.2 Elect Director Alain J.P. Belda --- For 1.3 Elect Director George David --- For 1.4 Elect Director Kenneth T. Derr --- For 1.5 Elect Director John M. Deutch --- For 1.6 Elect Director Roberto Hernandez Ramirez --- For 1.7 Elect Director Ann Dibble Jordan --- For 1.8 Elect Director Dudley C. Mecum --- For 1.9 Elect Director Richard D. Parsons --- For 1.10 Elect Director Andrall E. Pearson --- For 1.11 Elect Director Charles Prince --- For 1.12 Elect Director Robert E. Rubin --- For 1.13 Elect Director Franklin A. Thomas --- For 1.14 Elect Director Sanford I. Weill --- For 1.15 Elect Director Robert B. Willumstad --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr ISS feels that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, this item does not warrant shareholder approval. 4 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Citigroup, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr ISS supports the concept of separating the positions of chairman and CEO when a company does not have the countervailing governance structure as described above. In the case of Citigroup, the company has independent key committees, established governance guidelines, and a lead director with clearly defined duties. Additionally, the company has committed to creating and maintaining a 2/3 independent board by its next annual election. As such, ISS does not believe that this proposal warrants shareholder support. 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.92 percent is within the allowable cap for this company of 12.74 percent. Additionally, this plan expressly forbids repricing. 3 Amend Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 11.73 percent is within the allowable cap for this company of 12.74 percent. Additionally, this plan expressly forbids repricing. 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, ISS recommends voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr ISS Analysis ISS supports the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. As such, ISS recommends voting FOR the proposal. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 2,300 1 Elect Directors For For Mgmt 1.1 Elect Director Steven C. Beering --- For We recommend a vote FOR the directors. 1.2 Elect Director Winfried Bischoff --- For 1.3 Elect Director Franklyn G. Prendergast --- For 1.4 Elect Director Kathi P. Seifert --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 9,500 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.30 percent is within the allowable cap for this company of 12.60 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Fastenal Co. *FAST* 311900104 02/23/04 3,414 1 Elect Directors For For Mgmt 1.1 Elect Director Robert A. Kierlin --- For We recommend a vote FOR the directors with the exceptions of insiders Reyne K. Wisecup and Willard D. Oberton, and affiliated outsiders Stephen M. Slaggie and Robert A. Kierlin. We recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M. Slaggie, and Robert A. Kierlin for failure to establish an independent nominating and compensation committees. 1.2 Elect Director Stephen M. Slaggie --- For 1.3 Elect Director Michael M. Gostomski --- For 1.4 Elect Director John D. Remick --- For 1.5 Elect Director Henry K. McConnon --- For 1.6 Elect Director Robert A. Hansen --- For 1.7 Elect Director Willard D. Oberton --- For 1.8 Elect Director Michael J. Dolan --- For 1.9 Elect Director Reyne K. Wisecup --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 5,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 6,650 1 Elect Directors For For Mgmt 1.1 Elect Director K.R. Jensen --- For We recommend a vote FOR the directors. 1.2 Elect Director K.M. Robak --- For 1.3 Elect Director T.C. Wertheimer --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.72 percent is within the allowable cap for this company of 12.47 percent. Additionally, this plan expressly forbids repricing. 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director Barry K. Allen --- For We recommend a vote FOR the directors. 1.2 Elect Director Richard I. Beattie --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.93 percent is within the allowable cap for this company of 12.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/27/04 - A HCA, Inc. *HCA* 404119109 04/01/04 5,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Management Stock Purchase Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 10.23 percent. 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 11,000 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory D. Brenneman --- For ISS Conclusion: We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- For 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr ISS Conclusion: Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote ISS Conclusion: Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr ISS Conclusion: Because ISS supports pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Against ShrHoldr ISS Conclusion: Given that the company already has a policy in place that addresses some of the principles outlined in the ILO principles and uses independent firms for monitoring factories, we do not believe that support of this proposal is warranted at this time. 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote ISS Conclusion: We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Majority of Against Against ShrHoldr the Shares to Elect Directors ISS Conclusion: Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 4,100 1 Elect Directors For For Mgmt 1.1 Elect Director William F. Aldinger --- For At this time, ISS recommends a vote FOR all director nominees, but advocates for a more transparent disclosure on executive compensation. 1.2 Elect Director Michael J. Birck --- For 1.3 Elect Director Marvin D. Brailsford --- For 1.4 Elect Director James R. Cantalupo --- For 1.5 Elect Director Susan Crown --- For 1.6 Elect Director Don H. Davis, Jr. --- For 1.7 Elect Director W. James Farrell --- For 1.8 Elect Director Robert C. McCormack --- For 1.9 Elect Director Robert S. Morrison --- For 1.10 Elect Director Harold B. Smith --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 12,300 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.39 percent is within the allowable cap for this company of 12.68 percent. Additionally, this plan expressly forbids repricing. 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, ISS believes that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr 04/27/04 - A International Business Machines Corp. 459200101 02/27/04 3,000 *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's Business For For Mgmt Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Mgmt ISS recognizes that incentive bonus plans such as this one can be an important part of an executive's overall pay package. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. The plan is administered by a committee of independent outsiders, who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Additionally, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Provide for Cumulative Voting Against For ShrHoldr ISS believes that cumulative voting is an important tool in the protection of shareholders' rights, but recognizes that the need for cumulative voting can be offset if a company has other safeguards in place to protect shareholders' rights and to promote management accountability. Therefore, proposals to provide for cumulative voting are evaluated based on an assessment of a company's other corporate governance provisions. ISS will recommend a vote against a proposal to restore or provide for cumulative voting only if a company has the following corporate governance provisions in place: an annually-elected board comprising a majority of independent directors; a nominating committee composed solely of independent directors; confidential voting; a shareholder right to call special meetings or to act by written consent with 90 days' notice; the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover, the board may not have the sole right to alter the size of the board beyond a range established by shareholders. While not required, ISS would prefer that a company also have a published statement of board governance guidelines, including a description of the process by which a shareholder may submit a director nominee. In addition to the governance requirements, ISS considers a company's performance when evaluating a shareholder proposal to restore or implement cumulative voting. For ISS to recommend a vote against such a proposal, the company's performance must be comparable to or better than that of its peers, or the board must have demonstrated its focus on increasing shareholder value by taking action to improve performance. In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, the shareholders do not have the ability to act by written consent unless it is unanimous or to call special meetings. 6 Amend Pension and Retirement Medical Against Against ShrHoldr Insurance Plans ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Vote Against For ShrHoldr Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr ISS agrees with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr ISS reviews proposals to adopt the US Business Principles for Human Rights of Workers in China, giving consideration to a number of factors including: the company's current workplace code of conduct or adherence to other global standards and their similarity to the Principles; agreements with foreign suppliers to meet certain workplace standards; how company and vendor facilities are monitored; peer company adherence to the Principles; costs and feasibility/legality of implementing the Principles; and whether the company has been recently involved in labor and human rights controversies or violations. We recognize that the adoption and/or enforcement of principles relating to internationally accepted human rights standards can benefit corporations operating in markets with documented abuses. While the China Principles are specifically defined to address issues in that country, we note that other international labor and human rights standards can also help the company satisfy this goal while providing a broader framework for multinational companies. In the case of IBM, we note that there is one allegation of questionable human rights performance at some of the company's overseas operations, including locations in China; however, the scope and severity of these claims did not appear significant or could not be confirmed at the time of this analysis. Additionally, the company has already established a code of conduct for company operations worldwide, and applies some aspects of this code to its vendors, suppliers, and contractors. Of note, this policy addresses many of the issues brought forth by the China Principles. Moreover, we are concerned that some of the aspects of the China Principles may be beyond the company's control, such as prohibiting police or military presence at the company's operations. Thus, while we will continue to monitor the allegations of human rights violations at IBM facilities in China, we believe that committing to adopt and implement the China Principles could prove both costly and difficult. As such, while ISS encourages IBM to evaluate and enhance its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles per se would significantly improve upon the current policies implemented by the company. 11 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of IBM, we note that the company has a strict policy prohibiting the use of company funds, assets, time, or equipment in a manner that could be construed as supporting a political campaign or candidate. Additionally, employees at IBM are prohibited from making contributions as a representative of the company. Since company policies expressly prohibit political contributions, we do not believe this proposal is supportable. 12 Report on Executive Compensation Against Against ShrHoldr While ISS supports policies that link executive compensation to appropriate performance metrics, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 4,600 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Options Against For ShrHoldr Despite the fact that certain features of the proposal may be more rigorous than others, ISS supports the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above structure, Kohl's Corporation did not meet most of the criteria and therefore ISS recommends voting FOR this proposal. 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 4,400 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Government Against Against ShrHoldr ISS recognizes that companies can benefit from the knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. When appointing high profile hires from the government, we note that the company has generally issued a press release at the time of hire. In addition, according to the company, the government issues statements from agency ethics officials on conflicts of interest or restrictions. Moreover, the production of such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no reason to support this request. 4 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In response to proponent's argument, the board states in the proxy that it would seek shareholder ratification within 12 months if it were to adopt a pill. The company has indicated that it will also include this view as a formal provision in its Corporate Governance Guidelines at the next meeting of its board later this month. In view of the company's commitment to put any future pill to a shareholder vote within 12 months, ISS believes that the objectives of this proposals have already been achieved. Therefore, we recommend a vote AGAINST this proposal. 5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit and Ethics Committee pre-approves and monitors all services by Ernst & Young LLP, the company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 6 Develop Ethical Criteria for Military Against Against ShrHoldr Contracts Generally, ISS believes that it may be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data could give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. Moreover, Lockheed Martin already discloses substantial information on these matters both through public filings and the company web site. Topics addressed in these forums include a formal code of ethics, information on community and philanthropic initiatives, diversity programs, an environment, health and safety (EHS) report, disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. As such, we believe that the combination of federal regulation, the current level of disclosure by Lockheed Martin, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/28/04 - A Lowe *LOW* 548661107 04/01/04 6,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 04/23/04 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/24/04 7,000 1 Elect Directors For For Mgmt 1.1 Elect Director David K. Newbigging --- For We recommend a vote FOR the directors. 1.2 Elect Director Joseph W. Prueher --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet some of the aforementioned corporate governance criteria. Specifically, the board is not annually-elected and shareholders do not have the ability to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 4 Separate Chairman and CEO Positions Against For ShrHoldr Merrill Lynch has more than 2/3 independent outsiders on its board and all-independent key committees, has established governance guidelines. However, the company has not designated a lead director with clearly delineated duties. Instead, the company states that the executive sessions are chaired by the independent committee chairs on a rotating basis at least four times a year. From ISS's viewpoint, the duties of the chairs do not meet all of our minimum requirements for a lead/rotating director. Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO president. 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 1,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.73 percent is within the allowable cap for this company of 12.68 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 12,200 1 Elect Directors For For Mgmt 1.1 Elect Director Michael S. Brown --- For We recommend a vote FOR the directors. 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- For 1.10 Elect Director Henry A. Mckinnell --- For 1.11 Elect Director Dana G. Mead --- For 1.12 Elect Director Franklin D. Raines --- For 1.13 Elect Director Ruth J. Simmons --- For 1.14 Elect Director William C. Steere, Jr. --- For 1.15 Elect Director Jean-Paul Valles --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.88 percent is within the allowable cap for this company of 6.79 percent. Additionally, this plan expressly forbids repricing. 4 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic In this case, we believe that the company has taken certain actions to help address the affects of this healthcare crisis in emerging markets. These actions are similar in nature and scope to those taken by industry peers and competitors, and represent an acknowledgement of the effect that the HIV/AIDS, TB, and malaria pandemic could have on company strategy and operations. As such, when considering the scope of Pfizer's initiatives to address this crisis and current level of disclosure, we do not believe that the report requested in this proposal will provide information to shareholders commensurate with the potential difficulties and expenses of preparing the report. Therefore, we do not recommend shareholder support for the resolution at this time. 5 Cease Political Contributions/Activities Against Against ShrHoldr Interaction between corporate America and the political process has been a topic of debate for several years. Increasing scrutiny during and election year and in the wake of corporate scandals has led to a surge in shareholder activism on issues of political contributions. Opponents of corporate political contributions argue that companies spending scarce resources on expensive lobbying efforts and donating to PACs would be better off investing that money on new procedures that will better position the company to deal with the coming regulations or improve its operations. Conversely, corporate responses tend to suggest that company involvement in the political process can be beneficial to the business interests of the company and, ultimately, shareholder value. When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the proponent has requested that the company completely refrain from political contributions without providing a business case for the resolution. Moreover, we note that the company complies with all appropriate state and federal laws regarding campaign contributions. Therefore, based on the level of government oversight on political contributions and lack of supporting information for this proposal, ISS recommends that shareholders vote against this item. 6 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Pfizer, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can view information on the company's political contributions and donations on a report published at the end of each election cycle. Finally, the scope and nature of the information requested in this proposal may not be substantially different from data currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 8 Report on Drug Pricing Against Against ShrHoldr When evaluating drug-pricing proposals, ISS considers the economic benefits of providing subsidized drugs (e.g., public goodwill) against the potential costs in terms of reduced profits, lower R&D spending, and harm to competitiveness. Additionally, the company's current policies are taken into account, including any existing subsidy or donor programs that make life-saving pharmaceuticals more accessible to financially needy patients. Finally, we consider the degree to which peer companies have implemented price restraints. Specifically, this proposal calls for the company to limit price increases to a level below that of the annual inflation rate, and report to shareholders on these initiatives. While ISS generally supports increased disclosure that may help shareholders better evaluate their investment, the cost and difficulty in generating this information should be offset by benefits gained from the report. In this case, we also note that the structure of the proposal includes commitment to a pricing policy along with the report. Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees with the company that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr In this case, Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. Additionally, in some cases alternative methods of testing may be not feasible or meet criteria established by the government. Moreover, the level of live animal testing at Pfizer appears to be consistent with industry standards on the topic. As such, ISS does not recommend shareholder support for the resolution at this time. 05/13/04 - A Pioneer Natural Resources Co. *PXD* 723787107 03/17/04 4,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 3,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.03 percent is within the allowable cap for this company of 10.97 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. *SII* 832110100 02/27/04 2,900 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 5,000 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur M. Blank --- For 1.2 Elect Director Gary L. Crittenden --- For 1.3 Elect Director Martin Trust --- For 1.4 Elect Director Paul F. Walsh --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.87 percent is within the allowable cap for this company of 9.92 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr Pill) to Shareholder Vote Conclusion Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote Conclusion Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Conclusion ISS policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services Conclusion In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 1,600 1 Elect Directors For Split Mgmt 1.1 Elect Director John W. Brown --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Ronda E. Stryker and Donald M. Engelman, Ph.D. We recommend that shareholders WITHHOLD votes from Ronda E. Stryker for standing as an affiliated outsider on the compensation and nominating committees and from Donald M. Engelman, Ph.D. for standing as affiliated outsiders on the nominating committee. 1.2 Elect Director Howard E. Cox, Jr. --- For 1.3 Elect Director Donald M. Engelman, Ph.D. --- Withhold 1.4 Elect Director Jerome H. Grossman, M.D. --- For 1.5 Elect Director John S. Lillard --- For 1.6 Elect Director William U. Parfet --- For 1.7 Elect Director Ronda E. Stryker --- Withhold 2 Increase Authorized Common Stock For For Mgmt 04/08/04 - A T. Rowe Price Group, Inc. *TROW* 74144T108 02/06/04 3,000 1 Elect Directors For For Mgmt 1.1 Elect Director Edward C. Bernard --- For We recommend a vote FOR the directors. 1.2 Elect Director James T. Brady --- For 1.3 Elect Director D. William J. Garrett --- For 1.4 Elect Director Donald B. Hebb, Jr. --- For 1.5 Elect Director James A.C. Kennedy --- For 1.6 Elect Director James S. Riepe --- For 1.7 Elect Director George A. Roche --- For 1.8 Elect Director Brian C. Rogers --- For 1.9 Elect Director Dr. Alfred Sommer --- For 1.10 Elect Director Dwight S. Taylor --- For 1.11 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation ISS met with T. Rowe Price management to discuss T. Rowe Price's stock compensation plan. Management representatives included George Roche, James Riepe and William Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T. Rowe Price views the stock option program as an important part of its ability to attract and retain its professional staff. T. Rowe Price management believes strongly that stock options best directly align the interests of employees and shareholders. The maintenance of a consistent option program permits the company to invest in its employees and tie them in to the long term success of the firm. The company has, therefore, placed a greater emphasis on this incentive program than on cash or other forms of long-term incentives used by many of its competitors. Furthermore, the company provides longer than normal option term vesting at 20% annually over five years. The stock option program has incentivized and retained employees. According to the company, the average tenure of portfolio managers and analysts is 12 years. As such, the company has built up a considerable amount of outstanding stock options. The company views the outcome favorably due to the firm's success and long tenured staff. T. Rowe Price also emphasized that equity awards to the top five executives have been modest with an average of about 4 percent of total shares awarded in the past three years. Some of the executive awards were reload options too. Moreover, the company does not offer Supplemental Executive Retirement Plans (SERPs) or defined pension plans. Therefore, the company does not have any hidden liabilities. Beneficial ownership of executives and directors is about 14 percent as of the record date. The total direct compensation of the top five named executives does not appear to be excessive in light of the company's stock price performance. While ISS recognizes T. Rowe Price's compensation methodology for retaining employees, ISS primarily evaluates stock-based incentive proposals by analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a higher level of equity in its compensation to employees to offset the lower cash compensation and other forms of long-term incentives, there are higher levels of economic costs and dilution associated with it. Therefore, the cost for the 2004 Stock Incentive Plan is 13.30 percent and has exceeded the allowable cap of 6.20 percent. As such, ISS considers the cost of the proposed plan to be high and we recommend voting AGAINST it. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 8,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 2,200 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR the directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director David H. Hoag --- For 1.8 Elect Director Klaus J. Mangold --- For 1.9 Elect Director Sir David G. Scholey, CBE --- For 1.10 Elect Director Raymond G. H. Seitz --- For 1.11 Elect Director Lawrence M. Small --- For 1.12 Elect Director Daniel E. Somers --- For 1.13 Elect Director Karen Hastie Williams --- For 1.14 Elect Director James M. Zimmerman --- For 1.15 Elect Director Alfred W. Zollar --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 4.36 percent is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chubb, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Furthermore, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly or difficult to gather and publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 13,800 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.62 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 3 Implement ILO Based Code of Conduct Against Against ShrHoldr Conclusion In the case of TJX, the company already has a vendor code that is publicly available on the Internet. While this code does not reference the right to bargain collectively, it does expressly forbid forced labor, child labor, and discrimination; addresses fair wages and safety of the workplace and environment; and provides for freedom of association. We do note that some of the company's vendors have been involved in some recent controversies. However, the company already uses third-party firms to monitor the compliance by vendors with the company's standards and therefore complies with the independent monitoring request of this proposal. Given that the company already has a policy in place that addresses many of the key principles outlined in the ILO principles and uses independent firms for monitoring factories, we do not believe that support of this proposal is warranted at this time. 4 Report on Vendor Standards Against Against ShrHoldr Conclusion Generally, ISS supports requests for increased disclosure on matters that may help shareholders better evaluate the risks and opportunities associated with their investment. However, such the value of such information must be weighed against the time and cost required to prepare the report, the impact that increased disclosure may have on the company's operations, and existing information that may be similar to that requested by the proposal. In this case, ISS notes that the company already publicly discloses it policies for import suppliers and vendors, a vendors' code of conduct, and information on compliance review and audit procedures. Additionally, the company utilizes a third party monitor to assist in evaluating compliance. Therefore, considering the steps that the company has taken to address vendor compliance issues, ISS believes that TJX substantially addresses the issues set forth by this proposal, and believes that further reporting and related actions may be duplicative of current initiatives. As such, we do not recommend shareholder support for this resolution. 5 Declassify the Board of Directors Against For ShrHoldr Conclusion The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 3,300 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Kowalski --- For We recommend a vote FOR the directors. 1.2 Elect Director Rose Marie Bravo --- For 1.3 Elect Director William R. Chaney --- For 1.4 Elect Director Samuel L. Hayes III --- For 1.5 Elect Director Abby F. Kohnstamm --- For 1.6 Elect Director Charles K. Marquis --- For 1.7 Elect Director J. Thomas Presby --- For 1.8 Elect Director James E. Quinn --- For 1.9 Elect Director William A. Shutzer --- For 2 Ratify Auditors For For Mgmt 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 4,100 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For We recommend a vote FOR the directors. 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.98 percent is within the allowable cap for this company of 5.69 percent. 3 Approve Stock Option Plan For For Mgmt Sharesave plans enable employees to become shareholders, which gives them a stake in the company's growth. However, such plans are beneficial only when they are well balanced and in the best interests of all shareholders. ISS approves of this plan because the number of shares being allowed under the plan is reasonable and the plan is broad based. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because: (1) the number of shares being added is relatively conservative, (2) the company's matching contribution is reasonable, and (3) there is no voting power dilution associated with the plan. 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman. 7 Prepare Sustainability Report Against For ShrHoldr 8 Report on Stock Option Distribution by Race Against For ShrHoldr and Gender 9 Report on Genetically Modified Organisms Against Against ShrHoldr (GMO) 10 Prepare Diversity Report Against For ShrHoldr As employment diversity issues can impact corporate reputation, we believe that such information should be made available to shareholders of the company. 11 Submit Executive Compensation to Vote Against For ShrHoldr We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 3,200 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt This proposal would allow employees receive a reasonable matching contribution in stock on compensation that would have not been eligible for a match under the regular 401(k) because of Code limitations or deferrals. Furthermore, the dilution arising from stock issuance under this plan is minimal. As such, we recommend a vote for this benefit plan. 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, we believe the proposal is restrictive given the fact that the proponent asks for a complete substitution of options with restricted stock. 6 Link Executive Compensation to Social Issues Against Against ShrHoldr In view of the company's controversies regarding predatory lending practices, we believe that this shareholder proposal warrants careful consideration, but should be considered alongside the company's current policies regarding the issue. Based on the company's disclosure of policies to address concerns of predatory lending, the independence of the compensation committee, and the absence of controversy surrounding current executive compensation we do not believe that this review and a subsequent report are necessary at this time. 7 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Wells Fargo, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Additionally, the company has instituted and published a policy that does not authorize corporate contributions to political candidates or related entities. While ISS notes that the company amended its reply to this proposal based on information received after the distribution of the proxy statement showing corporate campaign contributions from a subsidiary of the company, we believe that the updated policy for 2004 as stated on the company website clearly and publicly addresses the issue. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 2,452 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold ISS Conclusion: We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote ISS Conclusion: In this case, the company's pill was not approved by shareholders, nor does it embody the features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr ISS Conclusion: We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee.
N-PX8th "Page" of 25TOC1stPreviousNextBottomJust 8th
Page 1 Mgmt Rec - Company Management Recommended Vote [Enlarge/Download Table] THE BROWN CAPITAL MANAGEMENT BALANCED FUND ------------------------------------------ Vote Summary Report Jul 01, 2003 - Sep 30, 2003 Brown Capital Balanced Fund - a218 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------------- -------------------------------------- ------------ ------------ ----------- ------------ --------------- 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 3,380 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For 09/27/03 - A Biomet, Inc. *BMET* 090613100 08/07/03 2,930 1 Elect Directors For For 2 Ratify Auditors For For 07/18/03 - A Dell Inc. *DELL* 247025109 05/23/03 2,400 1 Elect Directors For For 1.1 Elect Director Michael A. Miles --- For We recommend a vote FOR the directors. 1.2 Elect Director Alex J. Mandl --- For 1.3 Elect Director Morton L. Topfer --- For 2 Declassify the Board of Directors For For ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Change Company Name For For 4 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 1,900 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 3,400 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 1,682 1 Issue Shares in Connection with an For For Acquisition CONCLUSION: Based on the fairness opinion and the potential strategic synergies, we believe the merger agreement warrants shareholder support.
N-PX9th "Page" of 25TOC1stPreviousNextBottomJust 9th
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 Brown Capital Balanced Fund Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 10/06/03 - S Boston Scientific Corp. *BSX* 101137107 08/27/03 710 1 Increase Authorized Common Stock For For 11/11/03 - A Cisco Systems, Inc. *CSCO* 17275R102 09/12/03 14,640 1 Elect Directors For For 1.1 Elect Director Carol A. Bartz --- For We recommend a vote FOR the directors. 1.2 Elect Director Larry R. Carter --- For 1.3 Elect Director John T. Chambers --- For 1.4 Elect Director Dr. James F. Gibbons --- For 1.5 Elect Director Dr. John L. Hennessy --- For 1.6 Elect Director Roderick C. McGeary --- For 1.7 Elect Director James C. Morgan --- For 1.8 Elect Director John P. Morgridge --- For 1.9 Elect Director Donald T. Valentine --- For 1.10 Elect Director Steven M. West --- For 1.11 Elect Director Jerry Yang --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For Shareholder Proposals 4 Report on Company Products Used by the Against Against Government to Monitor the Internet ISS generally supports proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment. In this case, we believe that generating such a report could be time consuming and costly to the company without providing significant value to shareholders. The products provided by the company are similar to those provided by peers and competitors in the technology industry. As such, requiring disclosure that may cause the company to break contractual obligations or require burdensome research on behalf of third party resellers could place the company at a competitive disadvantage and may negatively affect shareholder value. Since the proposed resolution may result in substantial costs and time expenditures to the company and may not provide useful information to shareholders, we do not support this proposal. 5 Report on Pay Disparity Against Against When reviewing requests for reports on executive compensation, ISS takes into consideration the scope of the requested report, the company's internal procedures for determining compensation, and the company's historical compensation practices. As with all report requests, ISS carefully weighs the potential usefulness of the requested report against the costs of preparation and whether the report would be duplicative of existing disclosure. In the case of this proposal, we note that the proponents are specifically asking for a comparison of the compensation of the company's top executives with that of its lowest compensated workers on a worldwide basis and a report on any recommendations regarding changing the current level of executive pay. Though the disparity between the pay levels of entry-level and executive employees has undoubtedly grown at many U.S. companies over the past few decades, we note that it is unlikely that the requested report would produce a meaningful gauge for shareholders of whether the company's compensation policies and pay levels are appropriate and effective for employees at the senior executive level. While we understand the proponents' concerns with escalating CEO pay, we note that the Compensation and Management Development Committee is composed entirely of independent directors. Based on our concerns regarding the scope of the proposal, the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 3,730 1 Elect Directors For For 1.1 Elect Director Stephen M. Bennett --- For We recommend a vote FOR the directors. 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Stratton D. Sclavos --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 4,350 1 Elect Directors For For 2 Ratify Auditors For For 11/11/03 - A Microsoft Corp. *MSFT* 594918104 09/12/03 12,420 1 Elect Directors For Split 1.1 Elect Director William H. Gates, III --- For We recommend a vote FOR the directors with the exception of Jon A. Shirley. We recommend that shareholders WITHHOLD votes from Jon A. Shirley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Steven A. Ballmer --- For 1.3 Elect Director James I. Cash, Jr., Ph.D. --- For 1.4 Elect Director Raymond V. Gilmartin --- For 1.5 Elect Director Ann McLaughlin Korologos --- For 1.6 Elect Director David F. Marquardt --- For 1.7 Elect Director Charles H. Noski --- For 1.8 Elect Director Dr. Helmut Panke --- For 1.9 Elect Director Wm. G. Reed, Jr. --- For 1.10 Elect Director Jon A. Shirley --- Withhold 2 Amend Omnibus Stock Plan For For Please see the section below entitled 'Multiple Plan Notes' for a further discussion of this and other plans. Vote Recommendation The total cost of the company's plans of 9.34 percent is within the allowable cap for this company of 10.50 percent. Additionally, this plan expressly forbids repricing. In conjunction with the change in compensation practices discussed under the proposed amendments to this plan, Microsoft recently announced a transaction with JP Morgan to transfer underwater employee stock options for cash. This proposed transaction has not yet received SEC approval and is not being submitted for shareholder approval at the annual meeting. Under the potentially trend setting transaction, Microsoft employees can elect to transfer options with an exercise price of $33 or above for a cash payment. The stock option transfer program allows up to 624 million common shares to be offered and sold by JP Morgan, and the terms for most of the transferred options would be reduced to 36 months. Microsoft will pay the proceeds received on the purchase price of the options from JP Morgan to employees. ISS would like to see the stock option transfer program put to shareholder vote. The options subject to the transfer would represent approximately 40 percent of current options outstanding and approximately six percent of total shares outstanding as of Sept. 12, 2003. ISS believes that the stock option transfer program represents an alternative to repricing underwater stock options, and constitutes a significant amendment to the company's stock compensation program. The option transfer program changes the initial intent and design of stock option awards and the payout realizable by employees. The program modifies the risk characteristics of the option awards post-issuance, which has an economic impact on shareholder value. By exchanging underwater stock options for cash, the program would ensure protection of income to employees that is not available to shareholders at large. In view of these factors, it is important that shareholders evaluate the option transfer program and its merits. While ISS commends Microsoft for proposing to decrease the maximum number of shares issuable under the stock plan by 100 million shares, ISS will continue to include the transferred options in the overhang as part of the compensation plan analysis assuming that the transaction with JP Morgan is approved by the SEC. Even though the transferred options would no longer be available for future grant under the program, ISS still considers the transferred options as part of the economic costs and dilutive impact to shareholders in our analysis of the stock plan proposals. ISS will follow further developments on the option transfer program. Moreover, ISS will consider recommending withholding votes from the directors at the next annual meeting if the stock option transfer program is not submitted for shareholder approval. 3 Amend Non-Employee Director Stock For For Option Plan Multiple Plan Notes: The combined shareholder value transfer for all plans considered is 9.34 percent. The aggregate value of all the proposals does not exceed the company's allowable shareholder value transfer cap of 10.50 percent. However, ISS supports only those plans that provide, in aggregate, the greatest shareholder value transfer without exceeding the allowable cap and that do not violate repricing guidelines. Vote Recommendation The total cost of the company's plans of 9.34 percent is within the allowable cap for this company of 10.50 percent. Microsoft recently announced some significant changes to its stock compensation practices. Specifically, Microsoft will grant restricted stock units instead of stock options, provide cash for eligible outstanding underwater stock options and expense stock options under FAS 123 retroactively. Microsoft announced a transaction with JP Morgan to transfer underwater employee stock options for cash. This proposed transaction has not yet received SEC approval and is not being submitted for shareholder approval at the annual meeting. Under the potentially trend setting transaction, Microsoft employees can elect to transfer options with an exercise price of $33 or above for a cash payment. The stock option transfer program allows up to 624 million common shares to be offered and sold by JP Morgan, and the terms for most of the transferred options would be reduced to 36 months. Microsoft will pay the proceeds received on the purchase price of the options from JP Morgan to employees. ISS would like to see the stock option transfer program put to shareholder vote. The options subject to the transfer would represent approximately 40 percent of current options outstanding and approximately six percent of total shares outstanding as of Sept. 12, 2003. ISS believes that the stock option transfer program represents an alternative to repricing underwater stock options, and constitutes a significant amendment to the company's stock compensation program. The option transfer program changes the initial intent and design of stock option awards and the payout realizable by employees. The program modifies the risk characteristics of the option awards post-issuance, which has an economic impact on shareholder value. By exchanging underwater stock options for cash, the program would ensure protection of income to employees that is not available to shareholders at large. In view of these factors, it is important that shareholders evaluate the option transfer program and its merits. While ISS commends Microsoft for proposing to decrease the maximum number of shares issuable under the stock plan by 100 million shares, ISS will continue to include the transferred options in the overhang as part of the compensation plan analysis assuming that the transaction with JP Morgan is approved by the SEC. Even though the transferred options would no longer be available for future grant under the program, ISS still considers the transferred options as part of the economic costs and dilutive impact to shareholders in our analysis of the stock plan proposals. ISS also commends Microsoft for implementing a performance based stock award program for its executives. Actual stock awards will be based on the growth in the number and satisfaction of their customers over a three-year period. However, additional information on the quantitative measures and the hurdle rates should be provided so that shareholders can evaluate the effectiveness of the new program. ISS will follow further developments on the option transfer program. Moreover, ISS will consider recommending withholding votes from the directors at the next annual meeting if the stock option transfer program is not submitted for shareholder approval. Shareholder Proposal 4 Refrain from Giving Charitable Against Contributions Against As the company complies with current laws and regulations regarding charitable contributions, and the refraining from making contributions runs counter to the company's goals of being a good corporate citizen, we recommend shareholders oppose this request.
N-PX10th "Page" of 25TOC1stPreviousNextBottomJust 10th
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 Brown Capital Balanced Fund - a218 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 4,110 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/24/04 - A Applied Materials, Inc. *AMAT* 038222105 01/30/04 4,110 1 Elect Directors For For 1.1 Elect Director Michael H. Armacost --- For We recommend a vote FOR the directors. 1.2 Elect Director Deborah A. Coleman --- For 1.3 Elect Director Herbert M. Dwight, Jr. --- For 1.4 Elect Director Philip V. Gerdine --- For 1.5 Elect Director Paul R. Low --- For 1.6 Elect Director Dan Maydan --- For 1.7 Elect Director Steven L. Miller --- For 1.8 Elect Director James C. Morgan --- For 1.9 Elect Director Gerhard H. Parker --- For 1.10 Elect Director Michael R. Splinter --- For 2 Amend Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 11.08 percent is within the allowable cap for this company of 12.63 percent. Additionally, this plan expressly forbids repricing. 01/29/04 - A Costco Wholesale Corporation *COST* 22160K105 12/05/03 2,050 1 Elect Directors For For 1.1 Elect Director Benjamin S. Carson, Sr., M.D. as Class II Director --- For We recommend a vote FOR the directors. 1.2 Elect Director Hamilton E. James as Class II Director --- For 1.3 Elect Director Jill S. Ruckelshaus as Class II Director --- For 1.4 Elect Director William H. Gates, II as Class II Director --- For 1.5 Elect Director Daniel J. Evans as Class I Director --- For Shareholder Proposals 2 Declassify the Board of Directors Against For 3 Develop Land Procurement Policy Against Against As the company is in compliance with applicable laws related to land acquisition, and considering that implementation of the proposal could be overly restrictive to the future growth of the company through such acquisition, we do not recommend support for the request at this time. Management Proposal 4 Ratify Auditors For For 03/24/04 - WC Enron Corp. *ENRNQ* 293561AR7 01/06/04 200,000 1 FIFTH AMENDED JOINT PLAN OF AFFILIATED For For DEBTORS PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE. Please note that ISS does not provide vote recommendations for any agendas representing preferred stockholders, warrant holders or debt holders. Therefore no analysis will be provided. 03/23/04 - A Fifth Third Bancorp *FITB* 316773100 01/30/04 2,590 1 Elect Directors For For 1.1 Elect Director Darryl F. Allen --- For We recommend a vote FOR the directors. 1.2 Elect Director Allen M. Hill --- For 1.3 Elect Director Dr Mitchel D Livingston --- For 1.4 Elect Director Hendrik G. Meijer --- For 1.5 Elect Director James E. Rogers --- For 2 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 4.04 percent is within the allowable cap for this company of 5.23 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For 4 Adopt Sexual Orientation Non-Discrimination None For Policy We recommend a Vote FOR Item 4. 02/17/04 - A Health Management Associates, Inc. 421933102 12/19/03 8,250 *HMA* 1 Elect Directors For For 03/31/04 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/02/04 1,700 1 Elect Directors For For 2 Ratify Auditors For For 3 Declassify the Board of Directors Against For 03/03/04 - A The Walt Disney Company *DIS* 254687106 01/16/04 4,910 1 Elect Directors For Split 1.1 Elect Director John E. Bryson --- For ISS recommends a vote FOR the directors with the exception of Mr. Eisner for whom we recommend a WITHHOLD vote. 1.2 Elect Director John S. Chen --- For 1.3 Elect Director Michael D. Eisner --- Withhold 1.4 Elect Director Judith L. Estrin --- For 1.5 Elect Director Robert A. Iger --- For 1.6 Elect Director Aylwin B. Lewis --- For 1.7 Elect Director Monica C. Lozano --- For 1.8 Elect Director Robert W. Matschullat --- For 1.9 Elect Director George J. Mitchell --- For 1.10 Elect Director Leo J. O'Donovan, S.J. --- For 1.11 Elect Director Gary L. Wilson --- For 2 Ratify Auditors For For 3 China Principles Against Against Thus, adopting and implementing the China Principles could prove both costly and difficult. As such, while ISS encourages Walt Disney to continue to evaluate its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles would significantly improve upon the current International Labor Standards implemented by the company. 4 Report on Supplier Labor Standards in China Against For While we commend Walt Disney for its code of conduct and International Labor Standards, we note that manufacturing operations in China as a whole, and Walt Disney in specific, have been the subject of ongoing controversy and increased scrutiny on issues related to labor standards. Furthermore, we note that Walt Disney does retain the services of external compliance monitors; however, information on the outcome of these compliance reviews does not appear to be readily available. The format of this resolution does not specifically challenge Walt Disney's policies regarding supplier standards; instead, it requests disclosure on the outcome of audits or reviews on supplier compliance to company policies. Since the information requested by the proponents is already gathered by Walt Disney, the report should not be difficult to assemble or prohibitively expensive. Further, several companies that operate in similar markets have adopted policies that include disclosure on vendor compliance with company standards, local laws, and/or international guidelines. Finally, a report addressing the issue of supplier compliance with company policies, local laws, and international guidelines on labor rights issues may serve to improve Walt Disney's public image and limit the exposure to reputational risk associated with its operations in China. 5 Report on Amusement Park Safety Against Against Therefore, considering the combination of the company's commitment to amusement park safety, the report published by the company on park safety in 2002, and state regulations in place regarding safety and accident reporting, ISS does not believe that an additional report to shareholders would be warranted or an efficient use of company assets.
N-PX11th "Page" of 25TOC1stPreviousNextBottomJust 11th
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 Brown Capital Balanced Fund - a218 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- -------- 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 5,080 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.23 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 3,300 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/19/04 - A American International Group, Inc. 026874107 03/26/04 4,210 *AIG* 1 Elect Directors For For Mgmt 2 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Non-Employee Director Stock Option For For Mgmt Plan V. Vote Recommendation The total cost of the company's plans of 2.17 percent is within the allowable cap for this company of 8.00 percent. 4 Ratify Auditors For For Mgmt 5 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of AIG, we note that the company complies with state and local laws regarding contributions to political candidates or organizations. Further, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Divest from Tobacco Equities Against Against ShrHoldr Therefore, because of the restrictive format and potential financial impact of this proposal, we do not recommend shareholder support for this resolution. 7 Link Executive Compensation to Predatory Against Against ShrHoldr Lending While AIG does not explicitly address the issue of predatory lending as a function of executive compensation, ISS notes that the company has an independent compensation committee and a charter that discusses the factors used in determining executive compensation. Additionally, although some lending institutions may have adopted policies that generally link executive compensation to responsible business practices, it does not appear that the company's main competitors specifically tie any portion of executive compensation to predatory lending. Moreover, the company's current compensation levels have not been the subject of recent, significant controversy. ISS also notes that the company has policies and processes aimed at eliminating instances of predatory lending within the company's operations, including compliance review by the legal and compliance departments. Based on these policies to ensure compliance with laws aimed at preventing predatory lending, the independence of the compensation committee, and the absence of controversy surrounding current executive compensation we do not believe that this review and a subsequent report are necessary at this time. 05/13/04 - A Amgen, Inc. *AMGN* 031162100 03/19/04 2,260 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank J. Biondi, Jr. --- For We recommend a vote FOR the directors with the exception of affiliated outsider Jerry D. Choate. We recommend that shareholders WITHHOLD votes from Jerry D. Choate for standing as an affiliated outsider on the Audit and Compensation committees. 1.2 Elect Director Jerry D. Choate --- Withhold 1.3 Elect Director Frank C. Herringer --- For 1.4 Elect Director Gilbert S. Omenn --- For 2 Ratify Auditors For For Mgmt 3 Prepare Glass Ceiling Report Against Against ShrHoldr 4 Expense Stock Options Against For ShrHoldr 05/11/04 - A Boston Scientific Corp. *BSX* 101137107 03/19/04 2,320 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 1,000 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.96 percent is within the allowable cap for this company of 12.32 percent. 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 04/22/04 - A Carnival Corp. *CCL* 143658300 02/23/04 7,400 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Micky Arison --- For ISS prefers that boards contain a majority of non-executives who are considered to be independent. In addition, we prefer that key committee membership is limited to independent non-executives only. Despite these shortcomings, director elections are standard proposals at annual meetings, and these concerns would not be enough to lead us to oppose these candidates. 1.2 Elect Director Amb Richard G. Capen Jr --- For 1.3 Elect Director Robert H. Dickinson --- For 1.4 Elect Director Arnold W. Donald --- For 1.5 Elect Director Pier Luigi Foschi --- For 1.6 Elect Director Howard S. Frank --- For 1.7 Elect Director Baroness Hogg --- For 1.8 Elect Director A. Kirk Lanterman --- For 1.9 Elect Director Modesto A. Maidique --- For 1.10 Elect Director John P. Mcnulty --- For 1.11 Elect Director Peter Ratcliffe --- For 1.12 Elect Director Sir John Parker --- For 1.13 Elect Director Stuart Subotnick --- For 1.14 Elect Director Uzi Zucker --- For 2 Ratify Auditors For For Mgmt 3 TO AUTHORIZE THE AUDIT COMMITTEE OF For For Mgmt CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS. 4 TO RECEIVE THE ACCOUNTS AND REPORTS FOR For For Mgmt CARNIVAL PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30, 2003. 5 TO APPROVE THE DIRECTORS REMUNERATION For For Mgmt REPORT OF CARNIVAL PLC. 6 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT For For Mgmt SHARES BY CARNIVAL PLC. 7 TO APPROVE THE DISAPPLICATION OF For For Mgmt PRE-EMPTION RIGHTS FOR CARNIVAL PLC SHARES. 05/05/04 - A Celestica Inc. *CLS.* 15101Q108 03/12/04 4,020 Meeting For Subordinate Voting and Multiple Voting Shareholders 1 Elect Robert Crandall, William Etherington, For For Mgmt Richard Love, Anthony Melman, Gerald Schwartz, Charles Szuluk, Don Tapscott as Directors 2 Approve Auditors and Authorize Board to Fix For For Mgmt Remuneration of Auditors 05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 1,970 1 Elect Directors For For Mgmt 1.1 Elect Director Vaughn D. Bryson --- For We recommend a vote FOR the directors. 1.2 Elect Director Pierre E. Douaze --- For 1.3 Elect Director Edward E. Penhoet --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. ISS approves the stock purchase program component because the plan complies with Section 423 of the Internal Revenue Code, the number of shares reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. However, the total cost of the company's plans of 17.46 percent is above the allowable cap for this company of 10.28 percent. Therefore, we recommend AGAINST this bundled plan. 3 Ratify Auditors For For Mgmt 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 6,396 1 Elect Directors For For Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors. 1.2 Elect Director Alain J.P. Belda --- For 1.3 Elect Director George David --- For 1.4 Elect Director Kenneth T. Derr --- For 1.5 Elect Director John M. Deutch --- For 1.6 Elect Director Roberto Hernandez Ramirez --- For 1.7 Elect Director Ann Dibble Jordan --- For 1.8 Elect Director Dudley C. Mecum --- For 1.9 Elect Director Richard D. Parsons --- For 1.10 Elect Director Andrall E. Pearson --- For 1.11 Elect Director Charles Prince --- For 1.12 Elect Director Robert E. Rubin --- For 1.13 Elect Director Franklin A. Thomas --- For 1.14 Elect Director Sanford I. Weill --- For 1.15 Elect Director Robert B. Willumstad --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr ISS feels that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, this item does not warrant shareholder approval. 4 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Citigroup, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr ISS supports the concept of separating the positions of chairman and CEO when a company does not have the countervailing governance structure as described above. In the case of Citigroup, the company has independent key committees, established governance guidelines, and a lead director with clearly defined duties. Additionally, the company has committed to creating and maintaining a 2/3 independent board by its next annual election. As such, ISS does not believe that this proposal warrants shareholder support. 06/24/04 - A eBay Inc. *EBAY* 278642103 04/26/04 1,500 1 Elect Directors For For Mgmt 1.1 Elect Director Philippe Bourguignon --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas J. Tierney --- For 1.3 Elect Director Margaret C. Whitman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.92 percent is within the allowable cap for this company of 12.74 percent. Additionally, this plan expressly forbids repricing. 3 Amend Stock Option Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 11.73 percent is within the allowable cap for this company of 12.74 percent. Additionally, this plan expressly forbids repricing. 4 Increase Authorized Common Stock For Against Mgmt The requested increase of 890,000,000 shares is below the allowable threshold of 1,395,000,000 shares. However, the company stated that it could use the additional shares of common stock to oppose a hostile takeover attempt or delay or prevent changes in control or management. For instance, without further shareholder approval, the company could adopt a "poison pill" that would, under certain circumstances related to an acquisition of shares that the company did not approve, give certain holders the right to acquire additional shares of common stock at a low price. The company could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board. Since the additional shares may be used for management entrenchment purposes, ISS recommends voting AGAINST this proposal. 5 Ratify Auditors For For Mgmt 6 Expense Stock Options Against For ShrHoldr ISS Analysis ISS supports the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. However, stock options have become an integral component of compensation and their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. As such, ISS recommends voting FOR the proposal. 04/19/04 - A Eli Lilly and Co. *LLY* 532457108 02/13/04 1,700 1 Elect Directors For For Mgmt 1.1 Elect Director Steven C. Beering --- For We recommend a vote FOR the directors. 1.2 Elect Director Winfried Bischoff --- For 1.3 Elect Director Franklyn G. Prendergast --- For 1.4 Elect Director Kathi P. Seifert --- For 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. We believe that the Compensation Committee should have the flexibility to determine an executive's pay based on a number of factors, rather then have an arbitrary cap to determine executive compensation. Although we agree with the proponent that the restricted share program should utilize justifiable performance criteria and challenging performance benchmarks, the proposed caps on restricted stock grants, severance payments, salary and bonus, would be unduly restrictive. Thus, we do not support this proposal. 5 Report on Drug Pricing Against Against ShrHoldr 05/05/04 - A EMC Corp. *EMC* 268648102 03/08/04 6,870 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.30 percent is within the allowable cap for this company of 12.60 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 5 Limit Executive Compensation Against Against ShrHoldr 04/20/04 - A Fastenal Co. *FAST* 311900104 02/23/04 2,458 1 Elect Directors For For Mgmt 1.1 Elect Director Robert A. Kierlin --- For We recommend a vote FOR the directors with the exceptions of insiders Reyne K. Wisecup and Willard D. Oberton, and affiliated outsiders Stephen M. Slaggie and Robert A. Kierlin. We recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M. Slaggie, and Robert A. Kierlin for failure to establish an independent nominating and compensation committees. 1.2 Elect Director Stephen M. Slaggie --- For 1.3 Elect Director Michael M. Gostomski --- For 1.4 Elect Director John D. Remick --- For 1.5 Elect Director Henry K. McConnon --- For 1.6 Elect Director Robert A. Hansen --- For 1.7 Elect Director Willard D. Oberton --- For 1.8 Elect Director Michael J. Dolan --- For 1.9 Elect Director Reyne K. Wisecup --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A First Data Corp. *FDC* 319963104 03/22/04 4,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 4,700 1 Elect Directors For For Mgmt 1.1 Elect Director K.R. Jensen --- For We recommend a vote FOR the directors. 1.2 Elect Director K.M. Robak --- For 1.3 Elect Director T.C. Wertheimer --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.72 percent is within the allowable cap for this company of 12.47 percent. Additionally, this plan expressly forbids repricing. 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 1,660 1 Elect Directors For For Mgmt 1.1 Elect Director Barry K. Allen --- For We recommend a vote FOR the directors. 1.2 Elect Director Richard I. Beattie --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.93 percent is within the allowable cap for this company of 12.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/27/04 - A HCA, Inc. *HCA* 404119109 04/01/04 3,580 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Management Stock Purchase Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.66 percent is within the allowable cap for this company of 10.23 percent. 05/27/04 - A Home Depot, Inc. (The) *HD* 437076102 03/29/04 8,210 1 Elect Directors For For Mgmt 1.1 Elect Director Gregory D. Brenneman --- For ISS Conclusion: We recommend a vote FOR the directors with the exception of independent outsider Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director John L. Clendenin --- For 1.4 Elect Director Berry R. Cox --- For 1.5 Elect Director Claudio X. Gonzalez --- For 1.6 Elect Director Milledge A. Hart, III --- For 1.7 Elect Director Bonnie G. Hill --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Robert L. Nardelli --- For 1.10 Elect Director Roger S. Penske --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr ISS Conclusion: Because a six-year term limit is arbitrary, and because the company's shareholders can express their dissatisfaction with directors on an annual basis, we believe that the proposal does not warrant shareholder support. 4 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote ISS Conclusion: Because the company does not have a policy that puts any future pill to a shareholder vote, we recommend that shareholders support this proposal. 5 Performance- Based/Indexed Options Against For ShrHoldr ISS Conclusion: Because ISS supports pay for performance, and because the grants of restricted stock (other than those granted under the LTIP) are not based on specific performance hurdles, we believe the proposal warrants shareholder support. 6 Adopt ILO Based Code of Conduct Against Against ShrHoldr ISS Conclusion: Given that the company already has a policy in place that addresses some of the principles outlined in the ILO principles and uses independent firms for monitoring factories, we do not believe that support of this proposal is warranted at this time. 7 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote ISS Conclusion: We support the shareholder proposal as it relates to ex post facto ratification of golden parachutes and severance plans, and therefore recommend that shareholders vote to approve this proposal. 8 Require Affirmative Vote of the Majority of Against Against ShrHoldr the Shares to Elect Directors ISS Conclusion: Given that: (i) the plurality voting threshold is the currently accepted standard for the election of directors of publicly traded companies, (ii) approval of this item could disrupt board operations and the company's financial performance in the event some or all of the director nominees do not receive majority support and do not get elected, (iii) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (iv) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not at this point in time believe the proposed amendment warrants shareholder support. 05/07/04 - A Illinois Tool Works Inc. *ITW* 452308109 03/09/04 2,075 1 Elect Directors For For Mgmt 1.1 Elect Director William F. Aldinger --- For At this time, ISS recommends a vote FOR all director nominees, but advocates for a more transparent disclosure on executive compensation. 1.2 Elect Director Michael J. Birck --- For 1.3 Elect Director Marvin D. Brailsford --- For 1.4 Elect Director James R. Cantalupo --- For 1.5 Elect Director Susan Crown --- For 1.6 Elect Director Don H. Davis, Jr. --- For 1.7 Elect Director W. James Farrell --- For 1.8 Elect Director Robert C. McCormack --- For 1.9 Elect Director Robert S. Morrison --- For 1.10 Elect Director Harold B. Smith --- For 2 Ratify Auditors For For Mgmt 05/19/04 - A Intel Corp. *INTC* 458140100 03/22/04 9,010 1 Elect Directors For Split Mgmt 1.1 Elect Director Craig R. Barrett --- For We recommend a vote FOR the directors with the exception of independent outsider D. James Guzy. We recommend that shareholders WITHHOLD votes from D. James Guzy for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director E. John P. Browne --- For 1.4 Elect Director Andrew S. Grove --- For 1.5 Elect Director D. James Guzy --- Withhold 1.6 Elect Director Reed E. Hundt --- For 1.7 Elect Director Paul S. Otellini --- For 1.8 Elect Director David S. Pottruck --- For 1.9 Elect Director Jane E. Shaw --- For 1.10 Elect Director John L. Thornton --- For 1.11 Elect Director David B. Yoffie --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.39 percent is within the allowable cap for this company of 12.68 percent. Additionally, this plan expressly forbids repricing. 4 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 5 Limit/Prohibit Awards to Executives Against For ShrHoldr The company currently does not use performance-vesting awards in its compensation plans for senior executives. Although the proponent in its supporting statement is critical of fixed-price options, it does not appear that the proposal advocates replacement of options with performance-based restricted stock. The proposal requests the the company use performance-vesting stock in development of future equity awards for senior executives. Although the company has recently adopted officer stockholding guidelines, a more rigorous requirement would be 7x to 10x for the CEO and scaled down for other executives. Therefore, ISS believes that this proposal warrants shareholder support. 6 Performance- Based/Indexed Options Against For ShrHoldr 04/27/04 - A International Business Machines Corp. 459200101 02/27/04 2,230 *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's Business For For Mgmt Consulting Services Unit 4 Approve Executive Incentive Bonus Plan For For Mgmt ISS recognizes that incentive bonus plans such as this one can be an important part of an executive's overall pay package. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. The plan is administered by a committee of independent outsiders, who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Additionally, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Provide for Cumulative Voting Against For ShrHoldr ISS believes that cumulative voting is an important tool in the protection of shareholders' rights, but recognizes that the need for cumulative voting can be offset if a company has other safeguards in place to protect shareholders' rights and to promote management accountability. Therefore, proposals to provide for cumulative voting are evaluated based on an assessment of a company's other corporate governance provisions. ISS will recommend a vote against a proposal to restore or provide for cumulative voting only if a company has the following corporate governance provisions in place: an annually-elected board comprising a majority of independent directors; a nominating committee composed solely of independent directors; confidential voting; a shareholder right to call special meetings or to act by written consent with 90 days' notice; the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover, the board may not have the sole right to alter the size of the board beyond a range established by shareholders. While not required, ISS would prefer that a company also have a published statement of board governance guidelines, including a description of the process by which a shareholder may submit a director nominee. In addition to the governance requirements, ISS considers a company's performance when evaluating a shareholder proposal to restore or implement cumulative voting. For ISS to recommend a vote against such a proposal, the company's performance must be comparable to or better than that of its peers, or the board must have demonstrated its focus on increasing shareholder value by taking action to improve performance. In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, the shareholders do not have the ability to act by written consent unless it is unanimous or to call special meetings. 6 Amend Pension and Retirement Medical Against Against ShrHoldr Insurance Plans ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Vote Against For ShrHoldr Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr ISS agrees with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr ISS reviews proposals to adopt the US Business Principles for Human Rights of Workers in China, giving consideration to a number of factors including: the company's current workplace code of conduct or adherence to other global standards and their similarity to the Principles; agreements with foreign suppliers to meet certain workplace standards; how company and vendor facilities are monitored; peer company adherence to the Principles; costs and feasibility/legality of implementing the Principles; and whether the company has been recently involved in labor and human rights controversies or violations. We recognize that the adoption and/or enforcement of principles relating to internationally accepted human rights standards can benefit corporations operating in markets with documented abuses. While the China Principles are specifically defined to address issues in that country, we note that other international labor and human rights standards can also help the company satisfy this goal while providing a broader framework for multinational companies. In the case of IBM, we note that there is one allegation of questionable human rights performance at some of the company's overseas operations, including locations in China; however, the scope and severity of these claims did not appear significant or could not be confirmed at the time of this analysis. Additionally, the company has already established a code of conduct for company operations worldwide, and applies some aspects of this code to its vendors, suppliers, and contractors. Of note, this policy addresses many of the issues brought forth by the China Principles. Moreover, we are concerned that some of the aspects of the China Principles may be beyond the company's control, such as prohibiting police or military presence at the company's operations. Thus, while we will continue to monitor the allegations of human rights violations at IBM facilities in China, we believe that committing to adopt and implement the China Principles could prove both costly and difficult. As such, while ISS encourages IBM to evaluate and enhance its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles per se would significantly improve upon the current policies implemented by the company. 11 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of IBM, we note that the company has a strict policy prohibiting the use of company funds, assets, time, or equipment in a manner that could be construed as supporting a political campaign or candidate. Additionally, employees at IBM are prohibited from making contributions as a representative of the company. Since company policies expressly prohibit political contributions, we do not believe this proposal is supportable. 12 Report on Executive Compensation Against Against ShrHoldr While ISS supports policies that link executive compensation to appropriate performance metrics, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 04/28/04 - A Kohl's Corp. *KSS* 500255104 03/03/04 3,420 1 Elect Directors For Split Mgmt 1.1 Elect Director Wayne Embry --- For ISS recommends that shareholders vote FOR Wayne Embry and Frank V. Sica, but WITHHOLD votes from the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider John F. Herma for standing as an affiliated outsider on the Audit and Nominating committees and for failure to establish a majority independent board and R. Lawrence Montgomery for failure to establish a majority independent board. 1.2 Elect Director John F. Herma --- Withhold 1.3 Elect Director R. Lawrence Montgomery --- Withhold 1.4 Elect Director Frank V. Sica --- For 2 Ratify Auditors For For Mgmt 3 Performance-Based Stock/Indexed Options Against For ShrHoldr Despite the fact that certain features of the proposal may be more rigorous than others, ISS supports the underlying principal of the proposal in this case. 4 Separate Chairman and CEO Positions Against For ShrHoldr Based on the above structure, Kohl's Corporation did not meet most of the criteria and therefore ISS recommends voting FOR this proposal. 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 3,120 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Government Against Against ShrHoldr ISS recognizes that companies can benefit from the knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. When appointing high profile hires from the government, we note that the company has generally issued a press release at the time of hire. In addition, according to the company, the government issues statements from agency ethics officials on conflicts of interest or restrictions. Moreover, the production of such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no reason to support this request. 4 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In response to proponent's argument, the board states in the proxy that it would seek shareholder ratification within 12 months if it were to adopt a pill. The company has indicated that it will also include this view as a formal provision in its Corporate Governance Guidelines at the next meeting of its board later this month. In view of the company's commitment to put any future pill to a shareholder vote within 12 months, ISS believes that the objectives of this proposals have already been achieved. Therefore, we recommend a vote AGAINST this proposal. 5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit and Ethics Committee pre-approves and monitors all services by Ernst & Young LLP, the company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 6 Develop Ethical Criteria for Military Against Against ShrHoldr Contracts Generally, ISS believes that it may be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data could give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. Moreover, Lockheed Martin already discloses substantial information on these matters both through public filings and the company web site. Topics addressed in these forums include a formal code of ethics, information on community and philanthropic initiatives, diversity programs, an environment, health and safety (EHS) report, disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. As such, we believe that the combination of federal regulation, the current level of disclosure by Lockheed Martin, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 05/28/04 - A Lowe *LOW* 548661107 04/01/04 4,370 1 Elect Directors For Split Mgmt 1.1 Elect Director Leonard L. Berry --- For We recommend a vote FOR the directors with the exception of Dawn E. Hudson. We recommend that shareholders WITHHOLD votes from Dawn E. Hudson for poor attendance. 1.2 Elect Director Paul Fulton --- For 1.3 Elect Director Dawn E. Hudson --- Withhold 1.4 Elect Director Marshall O. Larsen --- For 1.5 Elect Director Robert A. Niblock --- For 1.6 Elect Director Stephen F. Page --- For 1.7 Elect Director O. Temple Sloan, Jr. --- For 1.8 Elect Director Robert L. Tillman --- For 2 Ratify Auditors For For Mgmt 04/23/04 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/24/04 4,290 1 Elect Directors For For Mgmt 1.1 Elect Director David K. Newbigging --- For We recommend a vote FOR the directors. 1.2 Elect Director Joseph W. Prueher --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Voting Against For ShrHoldr In this case, the company fails to meet some of the aforementioned corporate governance criteria. Specifically, the board is not annually-elected and shareholders do not have the ability to call special meetings or act by written consent. Accordingly, the proposal warrants shareholder support. 4 Separate Chairman and CEO Positions Against For ShrHoldr Merrill Lynch has more than 2/3 independent outsiders on its board and all-independent key committees, has established governance guidelines. However, the company has not designated a lead director with clearly delineated duties. Instead, the company states that the executive sessions are chaired by the independent committee chairs on a rotating basis at least four times a year. From ISS's viewpoint, the duties of the chairs do not meet all of our minimum requirements for a lead/rotating director. Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO president. 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 1,100 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.73 percent is within the allowable cap for this company of 12.68 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 9,360 1 Elect Directors For For Mgmt 1.1 Elect Director Michael S. Brown --- For We recommend a vote FOR the directors. 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- For 1.10 Elect Director Henry A. Mckinnell --- For 1.11 Elect Director Dana G. Mead --- For 1.12 Elect Director Franklin D. Raines --- For 1.13 Elect Director Ruth J. Simmons --- For 1.14 Elect Director William C. Steere, Jr. --- For 1.15 Elect Director Jean-Paul Valles --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.88 percent is within the allowable cap for this company of 6.79 percent. Additionally, this plan expressly forbids repricing. 4 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr TB, and Malaria Pandemic In this case, we believe that the company has taken certain actions to help address the affects of this healthcare crisis in emerging markets. These actions are similar in nature and scope to those taken by industry peers and competitors, and represent an acknowledgement of the effect that the HIV/AIDS, TB, and malaria pandemic could have on company strategy and operations. As such, when considering the scope of Pfizer's initiatives to address this crisis and current level of disclosure, we do not believe that the report requested in this proposal will provide information to shareholders commensurate with the potential difficulties and expenses of preparing the report. Therefore, we do not recommend shareholder support for the resolution at this time. 5 Cease Political Contributions/Activities Against Against ShrHoldr Interaction between corporate America and the political process has been a topic of debate for several years. Increasing scrutiny during and election year and in the wake of corporate scandals has led to a surge in shareholder activism on issues of political contributions. Opponents of corporate political contributions argue that companies spending scarce resources on expensive lobbying efforts and donating to PACs would be better off investing that money on new procedures that will better position the company to deal with the coming regulations or improve its operations. Conversely, corporate responses tend to suggest that company involvement in the political process can be beneficial to the business interests of the company and, ultimately, shareholder value. When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the proponent has requested that the company completely refrain from political contributions without providing a business case for the resolution. Moreover, we note that the company complies with all appropriate state and federal laws regarding campaign contributions. Therefore, based on the level of government oversight on political contributions and lack of supporting information for this proposal, ISS recommends that shareholders vote against this item. 6 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Pfizer, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can view information on the company's political contributions and donations on a report published at the end of each election cycle. Finally, the scope and nature of the information requested in this proposal may not be substantially different from data currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 8 Report on Drug Pricing Against Against ShrHoldr When evaluating drug-pricing proposals, ISS considers the economic benefits of providing subsidized drugs (e.g., public goodwill) against the potential costs in terms of reduced profits, lower R&D spending, and harm to competitiveness. Additionally, the company's current policies are taken into account, including any existing subsidy or donor programs that make life-saving pharmaceuticals more accessible to financially needy patients. Finally, we consider the degree to which peer companies have implemented price restraints. Specifically, this proposal calls for the company to limit price increases to a level below that of the annual inflation rate, and report to shareholders on these initiatives. While ISS generally supports increased disclosure that may help shareholders better evaluate their investment, the cost and difficulty in generating this information should be offset by benefits gained from the report. In this case, we also note that the structure of the proposal includes commitment to a pricing policy along with the report. Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees with the company that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr In this case, Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. Additionally, in some cases alternative methods of testing may be not feasible or meet criteria established by the government. Moreover, the level of live animal testing at Pfizer appears to be consistent with industry standards on the topic. As such, ISS does not recommend shareholder support for the resolution at this time. 05/13/04 - A Pioneer Natural Resources Co. *PXD* 723787107 03/17/04 3,310 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Royal Caribbean Cruises Ltd. *RCL* V7780T103 03/26/04 1,600 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Tor B. Arneberg --- For Despite these shortcomings, director elections are standard proposals at annual meetings, and these concerns would not be enough to lead us to oppose these candidates. 1.2 Elect Director William L. Kimsey --- For 1.3 Elect Director Gert W. Munthe --- For 1.4 Elect Director Thomas J. Pritzker --- For 2 APPROVAL OF THE AMENDED AND RESTATED 2000 For For Mgmt STOCK AWARD PLAN. 3 RATIFICATION OF APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004. 05/13/04 - A SLM Corp. *SLM* 78442P106 03/15/04 2,695 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.03 percent is within the allowable cap for this company of 10.97 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 04/20/04 - A Smith International, Inc. *SII* 832110100 02/27/04 2,170 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 3,800 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur M. Blank --- For 1.2 Elect Director Gary L. Crittenden --- For 1.3 Elect Director Martin Trust --- For 1.4 Elect Director Paul F. Walsh --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.87 percent is within the allowable cap for this company of 9.92 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr Pill) to Shareholder Vote Conclusion Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote Conclusion Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Conclusion ISS policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services Conclusion In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 04/20/04 - A Stryker Corp. *SYK* 863667101 02/27/04 1,260 1 Elect Directors For Split Mgmt 1.1 Elect Director John W. Brown --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Ronda E. Stryker and Donald M. Engelman, Ph.D. We recommend that shareholders WITHHOLD votes from Ronda E. Stryker for standing as an affiliated outsider on the compensation and nominating committees and from Donald M. Engelman, Ph.D. for standing as affiliated outsiders on the nominating committee. 1.2 Elect Director Howard E. Cox, Jr. --- For 1.3 Elect Director Donald M. Engelman, Ph.D. --- Withhold 1.4 Elect Director Jerome H. Grossman, M.D. --- For 1.5 Elect Director John S. Lillard --- For 1.6 Elect Director William U. Parfet --- For 1.7 Elect Director Ronda E. Stryker --- Withhold 2 Increase Authorized Common Stock For For Mgmt 04/08/04 - A T. Rowe Price Group, Inc. *TROW* 74144T108 02/06/04 2,095 1 Elect Directors For For Mgmt 1.1 Elect Director Edward C. Bernard --- For We recommend a vote FOR the directors. 1.2 Elect Director James T. Brady --- For 1.3 Elect Director D. William J. Garrett --- For 1.4 Elect Director Donald B. Hebb, Jr. --- For 1.5 Elect Director James A.C. Kennedy --- For 1.6 Elect Director James S. Riepe --- For 1.7 Elect Director George A. Roche --- For 1.8 Elect Director Brian C. Rogers --- For 1.9 Elect Director Dr. Alfred Sommer --- For 1.10 Elect Director Dwight S. Taylor --- For 1.11 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation ISS met with T. Rowe Price management to discuss T. Rowe Price's stock compensation plan. Management representatives included George Roche, James Riepe and William Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T. Rowe Price views the stock option program as an important part of its ability to attract and retain its professional staff. T. Rowe Price management believes strongly that stock options best directly align the interests of employees and shareholders. The maintenance of a consistent option program permits the company to invest in its employees and tie them in to the long term success of the firm. The company has, therefore, placed a greater emphasis on this incentive program than on cash or other forms of long-term incentives used by many of its competitors. Furthermore, the company provides longer than normal option term vesting at 20% annually over five years. The stock option program has incentivized and retained employees. According to the company, the average tenure of portfolio managers and analysts is 12 years. As such, the company has built up a considerable amount of outstanding stock options. The company views the outcome favorably due to the firm's success and long tenured staff. T. Rowe Price also emphasized that equity awards to the top five executives have been modest with an average of about 4 percent of total shares awarded in the past three years. Some of the executive awards were reload options too. Moreover, the company does not offer Supplemental Executive Retirement Plans (SERPs) or defined pension plans. Therefore, the company does not have any hidden liabilities. Beneficial ownership of executives and directors is about 14 percent as of the record date. The total direct compensation of the top five named executives does not appear to be excessive in light of the company's stock price performance. While ISS recognizes T. Rowe Price's compensation methodology for retaining employees, ISS primarily evaluates stock-based incentive proposals by analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a higher level of equity in its compensation to employees to offset the lower cash compensation and other forms of long-term incentives, there are higher levels of economic costs and dilution associated with it. Therefore, the cost for the 2004 Stock Incentive Plan is 13.30 percent and has exceeded the allowable cap of 6.20 percent. As such, ISS considers the cost of the proposed plan to be high and we recommend voting AGAINST it. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 04/15/04 - A Texas Instruments Inc. *TXN* 882508104 02/17/04 5,980 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Expense Stock Options Against For ShrHoldr In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 1,610 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR the directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director David H. Hoag --- For 1.8 Elect Director Klaus J. Mangold --- For 1.9 Elect Director Sir David G. Scholey, CBE --- For 1.10 Elect Director Raymond G. H. Seitz --- For 1.11 Elect Director Lawrence M. Small --- For 1.12 Elect Director Daniel E. Somers --- For 1.13 Elect Director Karen Hastie Williams --- For 1.14 Elect Director James M. Zimmerman --- For 1.15 Elect Director Alfred W. Zollar --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 4.36 percent is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chubb, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Furthermore, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly or difficult to gather and publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 13,560 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.62 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 3 Implement ILO Based Code of Conduct Against Against ShrHoldr Conclusion In the case of TJX, the company already has a vendor code that is publicly available on the Internet. While this code does not reference the right to bargain collectively, it does expressly forbid forced labor, child labor, and discrimination; addresses fair wages and safety of the workplace and environment; and provides for freedom of association. We do note that some of the company's vendors have been involved in some recent controversies. However, the company already uses third-party firms to monitor the compliance by vendors with the company's standards and therefore complies with the independent monitoring request of this proposal. Given that the company already has a policy in place that addresses many of the key principles outlined in the ILO principles and uses independent firms for monitoring factories, we do not believe that support of this proposal is warranted at this time. 4 Report on Vendor Standards Against Against ShrHoldr Conclusion Generally, ISS supports requests for increased disclosure on matters that may help shareholders better evaluate the risks and opportunities associated with their investment. However, such the value of such information must be weighed against the time and cost required to prepare the report, the impact that increased disclosure may have on the company's operations, and existing information that may be similar to that requested by the proposal. In this case, ISS notes that the company already publicly discloses it policies for import suppliers and vendors, a vendors' code of conduct, and information on compliance review and audit procedures. Additionally, the company utilizes a third party monitor to assist in evaluating compliance. Therefore, considering the steps that the company has taken to address vendor compliance issues, ISS believes that TJX substantially addresses the issues set forth by this proposal, and believes that further reporting and related actions may be duplicative of current initiatives. As such, we do not recommend shareholder support for this resolution. 5 Declassify the Board of Directors Against For ShrHoldr Conclusion The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 2,370 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Kowalski --- For We recommend a vote FOR the directors. 1.2 Elect Director Rose Marie Bravo --- For 1.3 Elect Director William R. Chaney --- For 1.4 Elect Director Samuel L. Hayes III --- For 1.5 Elect Director Abby F. Kohnstamm --- For 1.6 Elect Director Charles K. Marquis --- For 1.7 Elect Director J. Thomas Presby --- For 1.8 Elect Director James E. Quinn --- For 1.9 Elect Director William A. Shutzer --- For 2 Ratify Auditors For For Mgmt 06/04/04 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/04 3,030 1 Elect Directors For For Mgmt 1.1 Elect Director James W. Breyer --- For We recommend a vote FOR the directors. 1.2 Elect Director M. Michele Burns --- For 1.3 Elect Director Thomas M. Coughlin --- For 1.4 Elect Director David D. Glass --- For 1.5 Elect Director Roland A. Hernandez --- For 1.6 Elect Director Dawn G. Lepore --- For 1.7 Elect Director John D. Opie --- For 1.8 Elect Director J. Paul Reason --- For 1.9 Elect Director H. Lee Scott, Jr. --- For 1.10 Elect Director Jack C. Shewmaker --- For 1.11 Elect Director Jose H. Villarreal --- For 1.12 Elect Director John T. Walton --- For 1.13 Elect Director S. Robson Walton --- For 1.14 Elect Director Christopher J. Williams --- For 2 Approve Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.98 percent is within the allowable cap for this company of 5.69 percent. 3 Approve Stock Option Plan For For Mgmt Sharesave plans enable employees to become shareholders, which gives them a stake in the company's growth. However, such plans are beneficial only when they are well balanced and in the best interests of all shareholders. ISS approves of this plan because the number of shares being allowed under the plan is reasonable and the plan is broad based. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because: (1) the number of shares being added is relatively conservative, (2) the company's matching contribution is reasonable, and (3) there is no voting power dilution associated with the plan. 5 Ratify Auditors For For Mgmt 6 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find a qualified independent director willing to serve as chairman. 7 Prepare Sustainability Report Against For ShrHoldr 8 Report on Stock Option Distribution by Race Against For ShrHoldr and Gender 9 Report on Genetically Modified Organisms Against Against ShrHoldr (GMO) 10 Prepare Diversity Report Against For ShrHoldr As employment diversity issues can impact corporate reputation, we believe that such information should be made available to shareholders of the company. 11 Submit Executive Compensation to Vote Against For ShrHoldr We acknowledge the tax benefits arising from deferring executive compensation. However, paying above-market interest rates on deferred compensation is not "best practice" and results in an additional expense to shareholders. According to an Executive Benefits Survey (2003 Results) published by Clark Consulting, only seven percent of the 227 participating companies provided a bonus rate above their base earnings rate. In addition, the increment formula for long term participating in the plan is unique and quite generous. We believe shareholders may benefit from having the opportunity to make their own evaluation of the deferred compensation packages, especially when such plans contain unique features beyond best practice. 04/27/04 - A Wells Fargo & Company *WFC* 949746101 03/09/04 2,410 1 Elect Directors For Split Mgmt 1.1 Elect Director J.A. Blanchard III --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Michael W. Wright, Judith M. Runstad, and Donald B. Rice. We recommend that shareholders WITHHOLD votes from Judith M. Runstad for standing as an affiliated outsider on the Audit Committee, Michael W. Wright and Donald B. Rice for standing as affiliated outsiders on the Human Resources and Governance & Nominating committees. 1.2 Elect Director Susan E. Engel --- For 1.3 Elect Director Enrique Hernandez, Jr. --- For 1.4 Elect Director Robert L. Joss --- For 1.5 Elect Director Reatha Clark King --- For 1.6 Elect Director Richard M. Kovacevich --- For 1.7 Elect Director Richard D. McCormick --- For 1.8 Elect Director Cynthia H. Milligan --- For 1.9 Elect Director Philip J. Quigley --- For 1.10 Elect Director Donald B. Rice --- Withhold 1.11 Elect Director Judith M. Runstad --- Withhold 1.12 Elect Director Stephen W. Sanger --- For 1.13 Elect Director Susan G. Swenson --- For 1.14 Elect Director Michael W. Wright --- Withhold 2 Approve Retirement Plan For For Mgmt This proposal would allow employees receive a reasonable matching contribution in stock on compensation that would have not been eligible for a match under the regular 401(k) because of Code limitations or deferrals. Furthermore, the dilution arising from stock issuance under this plan is minimal. As such, we recommend a vote for this benefit plan. 3 Ratify Auditors For For Mgmt 4 Expense Stock Options Against For ShrHoldr However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. Moreover, this proposal received majority support at last year's meeting. 5 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, we believe the proposal is restrictive given the fact that the proponent asks for a complete substitution of options with restricted stock. 6 Link Executive Compensation to Social Issues Against Against ShrHoldr In view of the company's controversies regarding predatory lending practices, we believe that this shareholder proposal warrants careful consideration, but should be considered alongside the company's current policies regarding the issue. Based on the company's disclosure of policies to address concerns of predatory lending, the independence of the compensation committee, and the absence of controversy surrounding current executive compensation we do not believe that this review and a subsequent report are necessary at this time. 7 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Wells Fargo, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Additionally, the company has instituted and published a policy that does not authorize corporate contributions to political candidates or related entities. While ISS notes that the company amended its reply to this proposal based on information received after the distribution of the proxy statement showing corporate campaign contributions from a subsidiary of the company, we believe that the updated policy for 2004 as stated on the company website clearly and publicly addresses the issue. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 05/10/04 - A Zimmer Holdings Inc *ZMH* 98956P102 03/15/04 1,782 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Larry C. Glasscock --- Withhold ISS Conclusion: We recommend that shareholders WITHHOLD votes from independent outsiders John L. McGoldrick and Larry C. Glasscock for failure to implement the proposal to submit the company's poison pill to a shareholder vote. 1.2 Elect Director John L. McGoldrick --- Withhold 2 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote ISS Conclusion: In this case, the company's pill was not approved by shareholders, nor does it embody the features that ISS recommends. We therefore agree with the proponent that the current pill should be put to a shareholder vote. 3 Ratify Auditors Against For ShrHoldr ISS Conclusion: We can see no compelling reason why the company's shareholders should not be given the right to a non-binding ratification of the independent auditor selected by the company's audit committee.
N-PX12th "Page" of 25TOC1stPreviousNextBottomJust 12th
Mgmt Rec - Company Management Recommended Vote THE BROWN CAPITAL MANAGEMENT SMALL COMPANY FUND ----------------------------------------------- [Enlarge/Download Table] Vote Summary Report Jul 01, 2003 - Sep 30, 2003 Brown Capital Small Company Fund - a219 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------------- -------------------------------------- ------------ ------------ ----------- ------------ --------------- 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 720,100 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.68 percent is above the allowable cap for this company of 12.19 percent. 3 Amend Stock Option Plan For Against 08/18/03 - A American Software, Inc. *AMSWA* 029683109 07/11/03 150,300 1 Elect Directors For For 1.1 Elect Director Dennis Hogue --- For We recommend a vote FOR the directors. 1.2 Elect Director John J. Jarvis --- For 1.3 Elect Director James B. Miller, Jr. --- For 08/11/03 - S FEI Company *FEIC* 30241L109 06/20/03 342,500 1 Increase Authorized Common Stock For For 07/29/03 - A Manugistics Group, Inc. *MANU* 565011103 06/18/03 2,476,400 1 Elect Directors For Split 1.1 Elect Director Joseph H. Jacovini --- Withhold We recommend a vote FOR the directors with the exception of Joseph H. Jacovini. We recommend that shareholders WITHHOLD votes from Joseph H. Jacovini for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Gregory J. Owens --- For 1.3 Elect Director Thomas A. Skelton --- For 2 Amend Stock Option Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the plan of 22.16 percent exceeds our allowable cap for this company of 19.73 percent. 3 Ratify Auditors For For 09/16/03 - A Netscout Systems, Inc. *NTCT* 64115T104 07/22/03 939,600 1 Elect Directors For For 1.1 Elect Director Vincent J. Mullarkey --- For We recommend a vote FOR the directors. 1.2 Elect Director Kenneth T. Schiciano --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For 07/15/03 - A PDI INC *PDII* 69329V100 06/10/03 881,000 1 Elect Directors For For 1.1 Elect Director Charles T. Saldarini --- For We recommend a vote FOR the directors with the exception of independent outsider Frank J. Ryan. We recommend that shareholders WITHHOLD votes from Audit Committee member Frank J. Ryan for paying excessive non-audit fees. 1.2 Elect Director John M. Pietruski --- For 1.3 Elect Director Frank J. Ryan --- For 2 Ratify Auditors For For 07/17/03 - A Restoration Hardware, Inc. *RSTO* 760981100 06/06/03 298,400 1 Elect Directors For For 1.1 Elect Director Robert E. Camp --- For For the holders of common stock, we recommend that shareholders vote FOR John W. Tate, but WITHHOLD votes from affiliated outsider Robert E. Camp for standing as an affiliated outsider on the Audit Committee. For holders of preferred stock, ISS will not issue a vote recommendation for the election of directors. As such we recommend a NONE vote on Item 1.3. 1.2 Elect Director John W. Tate --- For 1.3 Elect Director Mark J. Schwartz --- For 2 Ratify Auditors For For 08/11/03 - S Speechworks International, Inc. 84764M101 06/30/03 2,277,800 1 Approve Merger Agreement For For
N-PX13th "Page" of 25TOC1stPreviousNextBottomJust 13th
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 Brown Capital Small Company Fund Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 10/24/03 - A Dionex Corp. *DNEX* 254546104 09/08/03 401,000 1 Elect Directors For For 1.1 Elect Director David L. Anderson --- For We recommend a vote FOR the directors. 1.2 Elect Director A. Blaine Bowman --- For 1.3 Elect Director Dr. Lukas Braunschweiler --- For 1.4 Elect Director B. J. Moore --- For 1.5 Elect Director Riccardo Pigliucci --- For 1.6 Elect Director Michael W. Pope --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 545,090 1 Elect Directors For For 2 Ratify Auditors For For 11/19/03 - A Medicis Pharmaceutical Corp. *MRX* 584690309 10/10/03 195,900 1 Elect Directors For Withhold 1.1 Elect Director Arthur G. Altschul, Jr. --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from Audit Committee members Philip S. Schein, M.D. and Arthur G. Altschul, Jr. for paying excessive non-audit fees. 1.2 Elect Director Philip S. Schein, M.D. --- Withhold 2 Increase Authorized Common Stock For Against The requested increase of 100,000,000 shares is above the allowable threshold of 62,500,000 shares. 3 Ratify Auditors For Against 11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 351,500 1 Elect Directors For Split 1.1 Elect Director Lynn J. Mangum --- For We recommend a vote FOR the directors with the exception of Denis A. Bovin, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Denis A. Bovin --- Withhold 1.3 Elect Director Robert J. Casale --- For 1.4 Elect Director Thomas A. Cooper --- For 1.5 Elect Director Paula G. McInerney --- For 1.6 Elect Director Thomas E. McInerney --- For 1.7 Elect Director Joseph J. Melone --- For 1.8 Elect Director Dennis R. Sheehan --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For
N-PX14th "Page" of 25TOC1stPreviousNextBottomJust 14th
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 Brown Capital Small Company Fund - a219 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 02/19/04 - A American Italian Pasta Co. *PLB* 027070101 12/22/03 447,734 1 Elect Directors For For 1.1 Elect Director Tim M. Pollak --- For We recommend a vote FOR the directors. 1.2 Elect Director William R. Patterson --- For 1.3 Elect Director Terence C. O' Brien --- For 2 Amend Stock Option Plan For For Vote Recommendation The total cost of the company's plans of 11.65 percent is within the allowable cap for this company of 12.00 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For 03/10/04 - A Concur Technologies, Inc. *CNQR* 206708109 01/12/04 467,200 1 Elect Directors For For 2 Amend Omnibus Stock Plan For Against V. Vote Recommendation The total cost of the company's plans of 21.19 percent is above the allowable cap for this company of 12.03 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Non-Employee Director Stock Option Plan For Against VI. Vote Recommendation The total cost of the company's plans of 19.56 percent is above the allowable cap for this company of 12.03 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 03/04/04 - A Cuno Inc. *CUNO* 126583103 01/21/04 376,400 1 Elect Directors For For 2 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 02/02/04 - A Fair Isaac Inc. *FIC* 303250104 12/05/03 281,550 1 Elect Directors For Split 1.1 Elect Director A. George Battle --- For We recommend a vote FOR all directors except Alex W. Hart, Philip G. Heasley and Margaret L. Taylor. 1.2 Elect Director Tony J. Christianson --- For 1.3 Elect Director Thomas G. Grudnowski --- For 1.4 Elect Director Alex W. Hart --- Withhold 1.5 Elect Director Philip G. Heasley --- Withhold 1.6 Elect Director Guy R. Henshaw --- For 1.7 Elect Director David S.P. Hopkins --- For 1.8 Elect Director Margaret L. Taylor --- Withhold 2 Increase Authorized Common Stock For For The requested increase of 100,000,000 shares is below the allowable threshold of 110,000,000 shares. We recommend a vote FOR Item 2. 3 Ratify Auditors For For 03/25/04 - A Green Mountain Coffee Roasters, Inc. 393122106 01/26/04 389,997 *GMCR* 1 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 2 Elect Directors For For 2.1 Elect Director Barbara D. Carlini --- For We recommend a vote FOR the directors. 2.2 Elect Director Hinda Miller --- For 03/09/04 - A Transaction Systems Architects, Inc. 893416107 01/14/04 1,496,500 *TSAI* 1 Elect Directors For For 2 Amend Non-Employee Director Stock Option Plan For For V. Vote Recommendation The total cost of the company's plans of 10.45 percent is within the allowable cap for this company of 10.82 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For
N-PX15th "Page" of 25TOC1stPreviousNextBottomJust 15th
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 Brown Capital Small Company Fund - a219 Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- -------- 05/11/04 - A Accelrys Inc *ACCL* 71713B104 03/25/04 931,553 1 Elect Directors For Split Mgmt 1.1 Elect Director Paul A. Bartlett, Ph.D. --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Paul A. Bartlett, Ph.D.. We recommend that shareholders WITHHOLD votes from Paul A. Bartlett, Ph.D. for standing as an affiliated outsider on the Corporate Governance Committee, which serves as the Nominating Committee. 1.2 Elect Director Kenneth L. Coleman --- For 1.3 Elect Director Ricardo B. Levy, Ph.D. --- For 2 Change Company Name For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 18.60 percent is within the allowable cap for this company of 19.67 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/12/04 - A Advent Software, Inc. *ADVS* 007974108 03/17/04 839,250 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director Omnibus Stock For Against Mgmt Plan V. Vote Recommendation The total cost of the company's plans of 24.50 percent is above the allowable cap for this company of 19.88 percent. 3 Amend Stock Option Plan For Against Mgmt VI. Vote Recommendation The total cost of the company's plans of 23.63 percent is above the allowable cap for this company of 19.88 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. Equity grants including stock options and restricted stock to top five named 4 Ratify Auditors For For Mgmt 06/10/04 - A Affymetrix Inc. *AFFX* 00826T108 04/16/04 832,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen P.A. Fodor, Ph.D. --- For We recommend a vote FOR the directors with the exceptions of insiders Stephen P.A. Fodor, Ph.D. and Susan E. Siegel, and affiliated outsiders David B. Singer and John D. Diekman, Ph.D. We recommend that shareholders WITHHOLD votes from John D. Diekman, Ph.D. for standing as an affiliated outsider on the Audit and Nominating & Corporate Governance committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from David B. Singer for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. Finally, we recommend that shareholders WITHHOLD votes from Stephen P.A. Fodor, Ph.D. and Susan E. Siegel for failure to establish a majority independent board. 1.2 Elect Director Paul Berg, Ph.D. --- For 1.3 Elect Director John D. Diekman, Ph.D. --- Withhold 1.4 Elect Director Vernon R. Loucks, Jr. --- For 1.5 Elect Director Susan E. Siegel --- For 1.6 Elect Director David B. Singer --- Withhold 1.7 Elect Director John A. Young --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.12 percent is above the allowable cap for this company of 12.44 percent. 3 Ratify Auditors For For Mgmt 05/19/04 - A Albany Molecular Research, Inc. 012423109 03/24/04 1,633,950 *AMRI* 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas E. D'Ambra --- For We recommend a vote FOR the directors. 1.2 Elect Director Anthony P. Tartaglia --- For 05/06/04 - A ANSYS, Inc. *ANSS* 03662Q105 03/09/04 423,550 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 17.40 percent is within the allowable cap for this company of 19.97 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/05/04 - A Bruker Biosciences Corp. *BRKR* 116794108 04/02/04 837,500 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank H. Laukien, Ph.D. --- Withhold We recommend a vote FOR the directors with the exception of insider Frank H. Laukien, Ph.D. We recommend that shareholders WITHHOLD votes from Frank H. Laukien, Ph.D. for failure to establish an independent nominating committee. 1.2 Elect Director M. Christopher Canavan, Jr. --- For 1.3 Elect Director Taylor J. Crouch --- For 2 Ratify Auditors For For Mgmt 05/28/04 - A Cerner Corp. *CERN* 156782104 04/02/04 43,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 20.78 percent is above the allowable cap for this company of 16.74 percent. 3 Ratify Auditors For For Mgmt 04/22/04 - S Cognex Corp. *CGNX* 192422103 03/10/04 616,800 1 Elect Directors For For Mgmt 05/05/04 - A Concord Communications, Inc. *CCRD* 206186108 03/08/04 576,200 1 Elect Directors For For Mgmt 1.1 Elect Director Robert M. Wadsworth --- For 2 Approve Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 06/03/04 - A Datastream Systems, Inc. *DSTM* 238124101 04/19/04 438,500 1 Elect Directors For For Mgmt 05/04/04 - A Diagnostic Products Corp. *DP* 252450101 03/12/04 402,200 1 Elect Directors For For Mgmt 1.1 Elect Director Sidney A. Aroesty --- For 1.2 Elect Director Frederick Frank --- For 1.3 Elect Director Kenneth A. Merchant --- For 1.4 Elect Director Maxwell H. Salter --- For 1.5 Elect Director Dr. James D. Watson --- For 1.6 Elect Director Ira Ziering --- For 1.7 Elect Director Michael Ziering --- For 2 Approve Increase in Size of Board For For Mgmt The requested increase appears to be appropriate for a company of this size, and there is no evidence suggesting that the proposal is an attempt to entrench current management 05/20/04 - A FEI Company *FEIC* 30241L109 03/22/04 532,200 1 Elect Directors For For Mgmt 1.1 Elect Director Dr. M.J. Attardo --- For We recommend a vote FOR the directors. 1.2 Elect Director Wilfred J. Corrigan --- For 1.3 Elect Director Thomas F. Kelly --- For 1.4 Elect Director Dr. William W. Lattin --- For 1.5 Elect Director Jan C. Lobbezoo --- For 1.6 Elect Director Dr. Gerhard Parker --- For 1.7 Elect Director James T. Richardson --- For 1.8 Elect Director Vahe A. Sarkissian --- For 1.9 Elect Director Donald R. VanLuvanee --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.43 percent is within the allowable cap for this company of 19.67 percent. Equity grants of stock options to top five named executive officers is 27.07 percent of the total shares awarded in the current year. More than one quarter of the total shares granted in the current year were made to top five executives. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 04/21/04 - A FLIR Systems, Inc. *FLIR* 302445101 03/03/04 286,360 1 Elect Directors For For Mgmt 1.1 Elect Director John D. Carter --- For 1.2 Elect Director Michael T. Smith --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 13.68 percent is within the allowable cap for this company of 19.92 percent. Additionally, this plan expressly forbids repricing. 06/03/04 - A Gene Logic Inc. *GLGC* 368689105 04/08/04 1,760,100 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Jules Blake, Ph.D. --- Withhold We recommend that shareholders WITHHOLD votes from directors Jules Blake, Ph.D. and Michael J. Brennan, M.D., Ph.D. for not aligning the CEO's compensation with the interests of shareholders. 1.2 Elect Director Michael J. Brennan, M.D., Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 05/20/04 - A Human Genome Sciences, Inc. *HGSI* 444903108 03/31/04 1,117,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard J. Danzig --- For We recommend a vote FOR the directors with the exception of affiliated outsider Argeris N. Karabelas, Ph.D.. We recommend that shareholders WITHHOLD votes from Argeris N. Karabelas, Ph.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Jurgen Drews, M.D. --- For 1.3 Elect Director Kathryn E. Falberg --- For 1.4 Elect Director Argeris N. Karabelas, Ph.D. --- Withhold 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the plan of 12.23 percent exceeds our allowable cap for this company of 11.15 percent. 4 Amend Stock Option Plan For For Mgmt 5 Approve Option Exchange Program For For Mgmt According to ISS's cost-based analysis, the cost of the maximum number of outstanding options eligible for exchange is substantially the same as the maximum number of options available to be issued pursuant to the exchange. Additionally, the program adequately limits participation and maintains appropriate vesting and terms of the surrendered options. 05/25/04 - A INCYTE CORP. *INCY* 45337C102 04/05/04 1,140,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A Kendle International, Inc. *KNDL* 48880L107 03/17/04 163,500 1 Elect Directors For For Mgmt 2 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash This proposal aligns the interests of non-employee directors with those of shareholders. Since the dilution of 0.19 percent is minimal, we believe that this proposal warrants shareholder support. 3 Ratify Auditors For For Mgmt 05/25/04 - A Macrovision Corp. *MVSN* 555904101 03/31/04 651,045 1 Elect Directors For Split Mgmt 1.1 Elect Director John O. Ryan --- Withhold We recommend a vote FOR the directors with the exception of insiders William A. Krepick and John O. Ryan, and affiliated outsiders Matt Christiano and Donna S. Birks. We recommend that shareholders WITHHOLD votes from William A. Krepick, John O. Ryan and Matt Christiano for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Donna S. Birks for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. 1.2 Elect Director William A. Krepick --- Withhold 1.3 Elect Director Matt Christiano --- Withhold 1.4 Elect Director Donna S. Birks --- Withhold 1.5 Elect Director William N. Stirlen --- For 1.6 Elect Director Thomas Wertheimer --- For 1.7 Elect Director Steven G. Blank --- For 2 Ratify Auditors For For Mgmt 05/21/04 - A Manhattan Associates, Inc. *MANH* 562750109 03/31/04 788,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Medialink Worldwide Inc. *MDLK* 58445P105 04/19/04 193,800 1 Elect Directors For For Mgmt 2 Amend Non-Employee Director Stock Option For For Mgmt Plan V. Vote RecommendationThe total cost of the company's plan of 15.94 percent is above the allowable cap for this company of 15.47 percent. The plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 06/30/04 - A Molecular Devices Corp. *MDCC* 60851C107 05/06/04 1,113,350 1 Issue Shares in Connection with an For For Mgmt Acquisition 2 Elect Directors For For Mgmt 2.1 Elect Director Joseph D. Keegan, Ph.D. --- For We recommend a vote FOR the directors with the exceptions of Andre F. Marion and Paul Goddard, Ph.D.. We recommend that shareholders WITHHOLD votes from Andre F. Marion and Paul Goddard, Ph.D. for poor attendance. 2.2 Elect Director Moshe H. Alafi --- For 2.3 Elect Director David L. Anderson --- For 2.4 Elect Director A. Blaine Bowman --- For 2.5 Elect Director Paul Goddard, Ph.D. --- For 2.6 Elect Director Andre F. Marion --- For 2.7 Elect Director H.M. Mcconnell, Ph.D. --- For 2.8 Elect Director J. Allan Waitz, Ph.D. --- For 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation Although the cost of the company's plans of 12.75 percent is within the allowable cap for this company of 19.55 percent, the plan allows for repricing of options, which we believe reduces the incentive value of the awards. 4 Ratify Auditors For For Mgmt 05/27/04 - A Panera Bread Company *PNRA* 69840W108 04/06/04 261,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/16/04 - A PDI, Inc. *PDII* 69329V100 04/21/04 893,900 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.83 percent is above the allowable cap for this company of 12.81 percent. 3 Ratify Auditors For For Mgmt 06/08/04 - A QRS Corp. *QRSI* 74726X105 04/16/04 1,003,850 1 Elect Directors For For Mgmt 1.1 Elect Director Charles K. Crovitz --- For 1.2 Elect Director John P. Dougall --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 05/18/04 - A RadiSys Corp. *RSYS* 750459109 03/22/04 1,117,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/14/04 - A ScanSoft, Inc. *SSFT* 80603P107 03/15/04 1,995,974 1 Elect Directors For For Mgmt 1.1 Elect Director Robert M. Finch --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert J. Frankenberg --- For 1.3 Elect Director John C. Freker, Jr. --- For 1.4 Elect Director William H. Janeway --- For 1.5 Elect Director Katharine A. Martin --- For 1.6 Elect Director Mark B. Myers --- For 1.7 Elect Director Paul A. Ricci --- For 1.8 Elect Director Robert G. Teresi --- For 2 Increase Authorized Common Stock For For Mgmt The requested increase of 140,000,000 shares is below the allowable threshold of 217,00,000 shares. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.75 percent is within the allowable cap for this company of 19.93 percent. Additionally, this plan expressly forbids repricing. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 06/03/04 - A Specialty Laboratories, Inc. *SP* 84749R100 04/12/04 1,712,442 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas R. Testman --- For We recommend a vote FOR the directors with the exception of insider James B. Peter, M.D., Ph.D. We recommend that shareholders WITHHOLD votes from James B. Peter, M.D., Ph.D. for standing as an insider on the Nominating Committee. 1.2 Elect Director Douglas S. Harrington --- For 1.3 Elect Director Deborah A. Estes --- For 1.4 Elect Director Richard E. Belluzzo --- For 1.5 Elect Director Michael T. DeFreece --- For 1.6 Elect Director Hubbard C. Howe --- For 1.7 Elect Director William J. Nydam --- For 1.8 Elect Director James B. Peter --- Withhold 1.9 Elect Director David R. Schreiber --- For 2 Approve Omnibus Stock Plan For For Mgmt Given that the company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m), we believe this item warrants shareholder approval. 05/27/04 - A Symyx Technologies, Inc. *SMMX* 87155S108 03/30/04 1,030,947 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/18/04 - A The Cheesecake Factory, Inc. *CAKE* 163072101 03/31/04 216,850 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas L. Gregory --- For ISS supports the proposed corporate governance reforms that Culinary Union is advocating. While ISS notes the positive steps the company took in forming a Corporate Governance Committee and in eliminating the slow-hand provision in its poison pill, it considers them as only partial response to shareholders' mandate on the governance issues. The company in its defense points out that the proposals did not receive 80 percent of the votes outstanding which is required to amend the company's bylaws on some of those proposals. However, the proposals did receive clear majority of the votes cast. In light of the majority support, ISS believes that the company should have taken additional steps to respond to shareholders' wishes. ISS' policy is to withhold votes from the director nominees if they ignore a shareholder proposal that was approved by a majority of the votes cast for two consecutive years. However, in this case, given that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance reforms which ISS supports, and the company's minimal response to address shareholders' mandate of last year on multiple proposals, ISS recommends a WITHHOLD vote from Thomas Gregory. 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 13.67 percent is within the allowable cap for this company of 19.66 percent. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.49 percent is within the allowable cap for this company of 19.66 percent. 4 Amend Non-Employee Director Stock Option For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 8.54 percent is within the allowable cap for this company of 19.66 percent. Additionally, this plan expressly forbids repricing. 05/05/04 - A Tollgrade Communications, Inc. *TLGD* 889542106 03/04/04 688,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard H. Heibel --- For We recommend that shareholders vote FOR Richard H. Heibel, but WITHHOLD votes from affiliated outsider Robert W. Kampmeinert. We recommend that shareholders WITHHOLD votes from Robert W. Kampmeinert for standing as an affiliated outsider on the Compensation committee and for failure to establish a majority independent board. 1.2 Elect Director Robert W. Kampmeinert --- Withhold 05/12/04 - A Tripos, Inc. *TRPS* 896928108 03/29/04 148,900 1 Elect Directors For For Mgmt 1.1 Elect Director Ralph Lobdell --- For 1.2 Elect Director John Mcalister --- For 1.3 Elect Director Alfred Alberts --- For 1.4 Elect Director Gary Meredith --- For 1.5 Elect Director Stewart Carrell --- For 1.6 Elect Director Ferid Murad --- For 2 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 05/05/04 - A Ventana Medical Systems, Inc. *VMSI* 92276H106 03/19/04 40,200 1 Ratify Auditors For For Mgmt 2 Elect Directors For For Mgmt
N-PX16th "Page" of 25TOC1stPreviousNextBottomJust 16th
[Enlarge/Download Table] Mgmt Rec - Company Management Recommended Vote THE BROWN CAPITAL MANAGEMENT INTERNATIONAL EQUITY FUND ------------------------------------------------------ Vote Summary Report Jul 01, 2003 - Sep 30, 2003 Int'l Fund - 11032-00-J Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ----------- ----------- ------------------ 07/25/03 - A Satyam Computer Services 804098101 None 4,200 1 Accept Financial Statements and Statutory For For Reports 2 Approve Dividends of INR 2.2 Per Share For For 3 Reappoint V.P. Rama Rao as Director For For 4 Approve Price Waterhouse as Auditors and For For Authorize Board to Fix Their Remuneration 5 Appoint K.G. Palepu as Director For For 6 Appoint V.K. Dham as Director For For 7 Approve Issuance of Shares Pursuant to For For the Share Option Scheme 8 Approve Remuneration of Non-executive For For Directors ISS advises shareholders to vote against this proposal until further information has been provided by the company.
N-PX17th "Page" of 25TOC1stPreviousNextBottomJust 17th
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 BCM International Equity Fund Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ----------- ----------- ------------------ 11/26/03 - A Esprit Holdings BMG3122U1291 None 54,400 1 Accept Financial Statements and Statutory For For Reports 2 Approve Final Dividend For For This is a routine item. 3 Approve Special Dividend For For 4 Reelect Directors For For Despite these shortcomings, director elections are standard proposals at annual meetings and these concerns would not be enough to lead us to oppose these candidates. 5 Reappoint Auditors and Authorize Board to For For Fix Their Remuneration This is a routine item. 6 Approve Repurchase of Up to 10 Percent of For For Issued Capital 7 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights 8 Authorize Reissuance of Repurchased Shares For For 12/10/03 - S Fomento Economico Mexicano S.A. 344419106 None 1,800 (Femsa) 1 Amend Articles Re: Compliance with Mexican For For Market Law 2 Designate Inspector or Shareholder For For Representative(s) of Minutes of Meeting 3 Approve Minutes of Meeting For For 10/28/03 - A PARTNER COMMUNICATIONS CO LTD 70211M109 10/07/03 12,300 1 Reappoint Kesselman & Kesselman as Auditors For For and Authorize Board to Fix Their Remuneration This is a routine item. 2 Elect C. Fok Kin-ning, K. Chek Ngee, T. Raz, For For C. Ting Yu, S. Chow Woo Mo Fong, D. Dankner, S. Dankner, U. Galil, D. Lai Kai Ming, E. Gissin, A. Kess, P. Shachar, F. John Sixt, and C. Tucker as Directors Despite the poor level of disclosure regarding the board, a situation which is common in Israel, we believe it would be counterproductive to withhold support from the directors unless there was some specific controversy involving the company. 3 Elect M. Vidman as an External Director For For In the absence of a specific controversy involving the company, this is a routine item. 4 Accept Financial Statements and Statutory For For Reports (Voting) This is a routine item. 10/27/03 - S Teva Pharmaceutical Industries 881624209 09/18/03 3,400 1 Elect G. Shalev as an External Director For For Despite the poor level of disclosure regarding the board, a situation which is common in Israel, we believe it would be counterproductive to withhold support from Shalev unless there was some specific controversy involving the company. 2 Approve Increase in Remuneration of For For Directors other than the Chairman This is a routine item.
N-PX18th "Page" of 25TOC1stPreviousNextBottomJust 18th
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 BCM International Equity Fund - 11032-00-J Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 03/23/04 - A Danske Bank AS (Formerly Den Danske DK0010274414 None 6,000 Bank) 1 Approve Financial Statements and Discharge For For Directors; Approve Allocation of Income and Dividends of DKK 6.55 Per Share 2 Reelect Joergen Moeller, Niels Holm, Peter For For Hoejland, and Majken Schultz as Directors 3 Reelect Grant Thornton and KPMG as Auditors For For 4 Authorize Repurchase of Up to Ten Percent of For For Issued Share Capital 5 Approve DKK 394.1 Million Reduction in Share For For Capital via Share Cancellation 6 Amend Articles Re: Quorum and Voting For Against Majority Requirements ISS believes that companies that have substantial shareholders or shareholder groups should set their quorum requirement well above the percentage of shares owned by such shareholders or shareholder groups. Quorum requirements are intended to ensure that a broad range of shareholders is represented at meetings. Because the amendment would remove the requirement for a quorum in connection with shareholder proposals, we recommend a vote against the proposal. 7 Other Business (Non-Voting) None None 03/31/04 - A Dsm Nv NL0000009769 03/24/04 2,100 1 Open Meeting None None 2 Receive Report of Management Board None None 3.1 Approve Financial Statements For For 3.2 Approve Discharge of Management Board For For 3.3 Approve Discharge of Supervisory Board For For 4 Reelect C. Herkstroeter, H. Bodt, E. Sosa; For For Elect E. Kist as New Member to Supervisory Board 5.1 Grant Board Authority to Issue Ordinary For For Shares Up to 20 Percent of Issued Capital, and to Issue All Unissued but Authorized Preference Shares 5.2 Grant Board Authority to Restrict/Exclude For For Preemptive Rights from Issuance of Ordinary Shares Up to 20 Percent of Issued Share Capital (Item 5.1) 6 Authorize Repurchase of Up to Ten Percent of For For Issued Share Capital Some shareholders object to corporations repurchasing shares. They prefer to see extra cash invested in new businesses or paid out as dividends. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate funds and can add to long-term shareholder returns. For this reason we recommend a vote in favor of the board's proposal. 7 Discussion about Company's Corporate None None Governance Report 8 Amend Articles: Transfer Authority to For For Appoint Management Board from Supervisory Board to General Meeting; Changes to Company's Corporate Governance Structure to Reflect Recommendations by Dutch Corporate Governance Code as Well as Pending Legislation 9 Other Business (Non-Voting) None None 10 Close Meeting None None 03/11/04 - A Fomento Economico Mexicano S.A. 344419106 02/11/04 2,350 (Femsa) Meeting for Holders of ADRs 1 Accept Financial Statements and Statutory For For Reports 2 Approve Allocation of Income and Dividends For For The company does not provide strong rationale for the retention of capital and is not experiencing above-average growth'two qualifications which generally must be met in order for us to support an allocation resolution with a payout ratio below 30 percent. The company's payout is similar to that of previous years, which range from 11 to 20 percent over the last six years. These numbers are lower than the parent company's stated dividend payout policy of between 20 and 30 percent of earnings. Because of the long-term shareholder-unfriendly policy of the company, we recommend voting against the allocation of income proposal. 3 Authorize Share Repurchase Program For For SHORT FORM TEXT Share repurchases may be carried out with funds either from revenues or reserve accounts. //As is the case in this proposal, m/Most Mexican companies simply ask for shareholders to approve the funding of the share repurchase account, /but fail to disclose the amount sought. Historically, share repurchases carried out by Mexican companies rarely exceed five percent of the outstanding capital. 4 Elect Directors and Fix Their Remuneration For For 5 Elect Committees For For 6 Designate Inspector or Shareholder For For Representative(s) of Minutes of Meeting 7 Approve Minutes of Meeting For For 03/31/04 - A Fox Kids Europe NV NL0000352524 None 11,800 1 Open Meeting None None 2 Reelect A. Jeancourt-Galignani to For For Supervisory Board 3 Receive Financial Statements and Statutory None None Reports 4 Approve Financial Statements and Statutory For For Reports 5 Approve Discharge of Management and For For Supervisory Boards 6 Discussion about Company's Corporate None None Governance Report 7 Allow Questions None None 8 Close Meeting None None 03/12/04 - A KT Corp (formerly Korea Telecom 48268K101 12/31/03 3,400 Corporation) Meeting for Holders of ADRs 1 APPROVAL OF BALANCE SHEET, INCOME STATEMENT For For AND STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 22ND FISCAL YEAR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 2 APPROVAL OF THE AMENDMENT OF ARTICLES OF For For INCORPORATION, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 3 ELECTION OF MEMBERS OF THE AUDIT COMMITTEE, For For AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 4 HI CHANG ROH (NOMINATED BY THE PRESIDENT For For WITH CONSENT OF BOARD OF DIRECTORS) 5 SUNG DEUK PARK (NOMINATED BY OUTSIDE For For DIRECTOR RECOMMENDATION COMMITTEE) 6 BYOUNG HOON LEE (SHAREHOLDER PROPOSAL - Against Against PRACTICALLY INITIATED BY LABOR UNION OF KT) Dr. Lee holds a Ph.D. in Industrial and Labor Relations from Cornell University, and his activities include serving as chairman of the Labor Relations Committee of the Korea Auto Forum, and chairman of the Labor Council of the Citizens' Coalition for Economic Justice. He is also a former research fellow at the Korea Labor Institute, and worked from 1984 to 1991 as a systems engineer at IBM Korea. Although this latter experience is potentially relevant to some degree, Dr. Lee lacks corporate managerial and finance experience. More importantly, ISS is concerned that he may be too closely aligned with the company's labor union, potentially compromising his ability to represent the interests of shareholders in general. 7 APPROVAL OF LIMIT ON REMUNERATION OF For For DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 8 APPROVAL OF AMENDMENT OF MANAGEMENT For For CONTRACT, AS SET FORTH IN H THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 03/31/04 - A Nordea Bank AB (formerly Nordea AB) SE0000427361 03/19/04 14,200 1 Elect Chairman of Meeting For For 2 Prepare and Approve List of Shareholders For For 3 Approve Agenda of Meeting For For 4 Designate Inspector or Shareholder For For Representative(s) of Minutes of Meeting 5 Acknowledge Proper Convening of Meeting For For 6 Receive Financial Statements and Statutory None None Reports; Receive President's and Board Reports 7 Accept Financial Statements and Statutory For For Reports 8 Approve Allocation of Income and Dividends For For of EUR 0.25 Per Share 9 Approve Discharge of Board and President For For 10 Amend Articles Re: Reduce Directors' Term of For For Office from Two Years to One Year 11 Determine Number of Members (11) and Deputy For For Members (0) of Board 12 Approve Remuneration of Directors in the For For Aggregate Amount of EUR 950,000; Approve Remuneration of Auditors 13 Reelect Kjell Aamot, Hans Dahlberg, Bernt For For Magnusson, Joergen Hoeg Pedersen, and Maija Torkko as Directors 14.1 Authorize Chairman of Board to Appoint For Against Members of Nominating Committee Because (1) non-directors would be appointed as members, (2) the names of those appointed to the committee would not be disclosed until a few months before the next AGM, and (3) the system proposed by the shareholders' association under the subsequent item is superior, we recommend a vote against the proposal. Shareholder Proposals 14.2 Shareholder Proposal: Authorize General Against For Meeting to Elect Members of Nominating Committee Nevertheless, we believe that the system proposed by the Shareholders' Association is superior to the one currently used by Nordea. On this basis, we recommend a vote in favor of the proposal. Ordinary Business 15 Approve EUR 32.3 Million Reduction in Share For For Capital via Share Cancellation 16 Authorize Repurchase of Up to Ten Percent of For For Issued Share Capital for Purposes Other Than Equity Trading 17 Authorize Repurchase of Up to Three Percent For For of Issued Share Capital for Equity Trading Purposes 03/04/04 - A Patheon Inc. *PTI.* 70319W108 02/02/04 9,300 1 Elect Directors For For 2 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Remuneration of Auditors 02/27/04 - A/S Royal Bank Of Canada *RY.* 780087102 01/09/04 3,000 Management Proposals 1 Elect Directors For For 2 Ratify Deloitte & Touche LLP as Auditors For For Shareholder Proposals 3 Adopt By-Law Prohibiting CEO from Sitting on Against Against Other Boards 4 Disclose Total Value of Pension Benefits of Against For Senior Executives 5 Adopt By-Law Providing that Insiders Give Against For Notice of Stock Trades and Stock Option Exercise 6 Provide Written Response to Question Raised Against Against at Annual Meeting by the Same Bank Representative who Answered the Question at the Annual Meeting 02/25/04 - A Wal-Mart de Mexico S.A. de C.V. MXP810081010 None 35,500 (frmrly. Cifra S.A.) Ordinary Business 1 Accept Chairman's Report For For 2 Accept Audit Committee's Report For For 3 Accept Supervisory Board Report For For 4 Accept Financial Statements For For 5 Accept Report Re: Share Repurchase Reserve For For 6 Cancel 27.6 Million Series C Treasury Shares For For Special Business 7 Approve Conversion of Class C Shares into For For Class V Shares, Increasing Voting Rights of Class C Shareholders Ordinary Business 8 Approve Allocation of Income For For 9 Approve Dividend of MXN 0.44 Per Share For For Payable in Cash or Shares Special Business 10 Approve MXN 1.9 Billion Increase in Variable For For Capital Through Issuance of 98.4 Million Common Shares to Service Stock Dividend Payout Proposed in Previous Item; Cancel Unused Portion of Capital Increase 11 Amend Articles For For Ordinary Business 12 Accept Report Re: Employee Stock Option Plan For Against However, since the company failed to clarify whether approval of the report constitutes approval of the terms of the plan, due to the company's failure to provide full disclosure regarding the stock option plan, we cannot recommend support for this request. 13 Accept Report Re: Wal-Mart de Mexico For For Foundation 14 Approve Discharge of Directors For For 15 Elect Members of Management and Supervisory For For Boards 16 Approve Minutes of Meeting For For
N-PX19th "Page" of 25TOC1stPreviousNextBottomJust 19th
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 BCM International Equity Fund - 11032-00-J Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- -------- 04/26/04 - A/S AMPLIFON IT0003101059 04/21/04 4,400 Ordinary Business 1 Accept Financial Statements, Consolidated For For Mgmt Accounts, and Statutory Reports 2 Elect Board of Directors For For Mgmt 3 Approve Remuneration of Directors For For For Mgmt Fiscal Year 2004 4 Elect External Auditors For The Three-Year For For Mgmt Term 2004-2006 and Fix Remuneration of Auditors Special Business 1 Amend Articles To Reflect New Italian For Against Mgmt Company Law Regulations The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. This is particularly important in cases such as this one, where ISS would like to recommend different votes with respect to the different amendments being proposed. Some of the amendments are either non-contentious or positive in nature, and ISS would support such changes since they would not jeopardize shareholder value. Others, alternatively, cannot be supported by ISS since they propose to remove important oversight mechanisms from shareholders. Although the company is proposing these amendments in accordance with changes to company law, the actual amendments with which ISS takes issue are not, in fact, required by the law. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. 04/21/04 - A/S Axa (Formerly Axa-Uap) FR0000120628 None 5,000 Ordinary Business 1 Approve Financial Statements and Statutory For For Mgmt Reports 2 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports 3 Approve Allocation of Income and Dividends For For Mgmt of EUR 0.57 per Share 4 Approve Special Auditors' Report Regarding For For Mgmt Related-Party Transactions 5 Reelect Claude Bebear as Supervisory Board For For Mgmt Member Due to the overall lack of information regarding current board composition and board committee membership, we recommend a vote against the reelection of the candidate proposed at this meeting. 6 Ratify Mazars & Guerard as Auditors For For Mgmt 7 Ratify Jean Louis Simon as Alternate Auditor For For Mgmt 8 Elect Willy Avereyn as Representative of None Against Mgmt Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 ISS believes that the company's board composition should reflect the shareholder base of the company, and as such we do not oppose the election of representatives of employee shareholders to the board in France. Furthermore, we typically recommend shareholders to go with management on these type of elections. Despite the lack of information on the nominees, we therefore recommend a vote with management on Item 10, and we recommend a vote against the candidates proposed in Items 8 and 9. 9 Elect Cees de Jong as Representative of None Against Mgmt Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 10 Elect Jacques Tabourot as Representative of For For Mgmt Employee Shareholders to the Supervisory Board, Pending Approval of Item 13 11 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital Special Business 12 Allow Board to Issue Shares in the Event of For Against Mgmt a Public Tender Offer or Share Exchange Offer ISS opposes all forms of antitakeover mechanisms, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. 13 Amend Article 10 Re: Appointment of For For Mgmt Representative of Employee Shareholders to the Supervisory Board As of Aug. 31, 2003, AXA employees controlled 4.03 percent of the company's issued capital. ISS believes that board composition should reflect the shareholder base of the company. We thus recommend shareholders to support this request. 14 Amend Article 10 Re: Appointment of Against Against Mgmt Employee Representative to the Supervisory Board ISS believes that directors representing employees face the inherent conflict between shareholders' and employees' interests, which may diverge at times. We believe that the presence of employees on the board may hinder the company from taking steps that are painful from a labor union perspective but, in the long-term, may be in the best interests of the company and its shareholders. Based on this reason, we recommend shareholders to vote with management and oppose this proposal. 15 Approve Reduction in Share Capital via For For Mgmt Cancellation of Repurchased Shares 16 Authorize Filing of Required For For Mgmt Documents/Other Formalities 05/06/04 - A AXIS CAPITAL HOLDINGS LTD *AXS* G0692U109 03/31/04 2,570 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 TO AMEND THE BY-LAWS OF AXIS CAPITAL For For Mgmt HOLDINGS LIMITED 3 Ratify Auditors For For Mgmt 4 Ratify Auditors For For Mgmt 5 TO AUTHORIZE THE BOARD OF DIRECTORS OF AXIS For For Mgmt SPECIALTY HOLDINGS IRELAND LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE 6 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt SPECIALTY HOLDINGS IRELAND LIMITED 7 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt IRELAND LIMITED TO AUTHORIZE THE BOARD OF AXIS SPECIALTY EUROPE LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE, INDEPENDENT AUDITORS 8 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS SPECIALTY EUROPE LIMITED 9 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt IRELAND LIMITED TO AUTHORIZE THE BOARD OF AXIS RE LIMITED TO SET THE FEES FOR DELOITTE & TOUCHE, INDEPENDENT AUDITORS 10 TO AUTHORIZE AXIS SPECIALTY HOLDINGS For For Mgmt IRELAND LIMITED TO VOTE TO APPROVE THE FINANCIAL STATEMENTS OF AXIS RE LIMITED 11 Ratify Auditors For For Mgmt 12 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt SPECIALTY UK LIMITED 13 Ratify Auditors For For Mgmt 14 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt SPECIALTY UK HOLDINGS LIMITED 15 Ratify Auditors For For Mgmt 16 TO APPROVE THE FINANCIAL STATEMENTS OF AXIS For For Mgmt SPECIALTY (BARBADOS) LIMITED 06/30/04 - A Check Point Software Technologies Inc M22465104 05/21/04 3,200 *CHKP* Meeting for Holders of ADRs 1 ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For For Mgmt DIRECTORS): (NOTE: DIRECTORS ARE ELECTED AS A GROUP, NOT INDIVIDUALLY): GIL SHWED, MARIUS NACHT, DAVID RUBNER, TAL SHAVIT. 2 TO RATIFY THE CONSOLIDATED FINANCIAL For For Mgmt STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2003. 3 TO RATIFY THE APPOINTMENT AND COMPENSATION For For Mgmt OF THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS. 4 TO APPROVE AMENDMENT TO DIRECTORS For Against Mgmt COMPENSATION. ISS advocates that directors align their interests with those of shareholders through share ownership in the company. But the level of dilution exceeds our guidelines for growth-oriented companies. Our guidelines establish that shares available for all option plans, when an absolute number is specified, represent no more than 10 percent of a company's outstanding shares. 5 TO APPROVE EXECUTIVE OFFICERS COMPENSATION. For Against Mgmt Our guidelines establish that shares available for all option plans, when an absolute number is specified, represent no more than 10 percent of a company's outstanding shares. 06/29/04 - A Daito Trust Construction Co. Ltd. JP3486800000 03/31/04 5,100 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 30, Final JY 33, Special JY 0 Payout ratio is 30 percent. 2 Authorize Share Repurchase Program For For Mgmt The limits on the plan (2.6 percent of issued capital) are within our guidelines, and this is a routine request. If Item 3 is approved, then the company will not have to call an extraordinary meeting if it decides to buy back shares in excess of this limit. 3 Amend Articles to: Amend Articles to: For Against Mgmt Decrease Authorized Capital to Reflect Share Repurchase - Authorize Share Repurchases at Board's Discretion - Limit Directors' and Internal Auditors' Legal Liability In this case, the company does not have especially large shareholdings by domestic banks or insurance companies, and so is unlikely to be subject to significant selling pressure as those financial institutions reduce their corporate shareholdings. Moreover, insiders control close to one-third of the company's issued share capital, meaning that a repurchase in which they do not tender their shares is likely to result in a "creeping takeover" without payment of a control premium to independent shareholdersISS sees no reason why the company cannot seek shareholder approval for a repurchase framework at each year's AGM, giving shareholders the ability to evaluate the company's plans before the fact. Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 4 Elect Director For For Mgmt 5.1 Appoint Internal Statutory Auditor For For Mgmt The nominee, an attorney, meets our criteria for independence. 5.2 Appoint Internal Statutory Auditor For For Mgmt The nominee, an official of the Housing Improvement Development Public Corporation, meets our test for independence. 6 Approve Retirement Bonuses for Director and For Against Mgmt Statutory Auditor The retiring auditor has been designated as independent. As we believe the payment of such bonuses to non-executives is a highly inappropriate practice anywhere, not just in Japan, we see no alternative but to recommend opposing the whole item. 7 Approve Executive Stock Option Plan For Against Mgmt Maximum dilution from this plan, coupled with Daito Trust's previous option plans, exceeds 10 percent. 8 Approve Amendment to Stock Option Plan For For Mgmt Approved at 2001 AGM The amendment would allow recipients who are directors or statutory auditors to exercise their options after retirement, if the retirement is due to the expiration of their term in office. 06/08/04 - A/S Hermes International FR0000052292 None 640 Ordinary Business 1 Approve Financial Statements and Statutory For For Mgmt Reports 2 Approve Discharge of Directors For For Mgmt 3 Approve Allocation of Income and Net For For Mgmt Dividends of EUR 1.70 per Share This is an acceptable dividend proposal. 4 Accept Consolidated Financial Statements For For Mgmt and Statutory Reports 5 Approve Special Auditors' Report Regarding For For Mgmt Related-Party Transactions 6 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 7 Authorize Filing of Required For For Mgmt Documents/Other Formalities Special Business 8 Approve Reduction in Share Capital via For For Mgmt Cancellation of Repurchased Shares 9 Authorize Filing of Required For For Mgmt Documents/Other Formalities 06/11/04 - A Nam Tai Electronics, Inc. 629865205 05/07/04 4,550 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Charles Chu --- For While it is preferable that a board be comprised of a majority of independent directors, and despite the poor level of disclosure (a situation common in this market), we feel it would be counterproductive to vote against the reelection of directors in the absence of a specific controversy. 1.2 Elect Director Peter R. Kellogg --- For 1.3 Elect Director Ming Kown Koo --- For 1.4 Elect Director William Lo --- For 1.5 Elect Director Tadao Murakami --- For 1.6 Elect Director Stephen Seung --- For 1.7 Elect Director Mark Waslen --- For 2 APPROVAL OF THE SELECTION DELOITTE TOUCHE For For Mgmt TOHMATSU AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004. 04/29/04 - A NOBEL BIOCARE HOLDING AG, ZUERICH CH0014030040 None 1,065 1 Receive Financial Statements and Statutory None None Mgmt Reports 2 Approve Allocation of Income and Dividends For For Mgmt of CHF 1.30 per Share 3 Approve Discharge of Board and Senior For For Mgmt Management 4 Elect Directors For For Mgmt 4.3 Ratify KPMG Fides Peat as Auditors For For Mgmt 06/25/04 - A Sky Perfect Communications Inc. JP3395900008 03/31/04 34 1 Approve Allocation of Income, Including the For For Mgmt Following Dividends: Interim JY 0, Final JY 0, Special JY 500 2 Amend Articles to: Expand Business Lines - For For Mgmt Authorize Share Repurchases at Board's Discretion In this case, the company does not have especially large shareholdings by banks or insurance companies, and so is unlikely to be subject to significant selling pressure as those financial institutions reduce their corporate shareholdings. ISS sees no reason why the company cannot seek shareholder approval for a repurchase framework at each year's AGM, giving shareholders the ability to evaluate the company's plans before the fact. Because allowing the company to repurchase shares solely at the board's discretion is not in shareholders' interest, we recommend that shareholders oppose the whole resolution. 3 Elect Directors For For Mgmt 4 Appoint Internal Statutory Auditor For Against Mgmt Given the realities of Japanese business and the strong loyalties to companies held by those with long-standing ties to those companies and their affiliates, the nominee for independent auditor cannot be expected to fulfill the role of independent monitor of the company's activities on behalf of all shareholders. The nominee is an executive of the company's major shareholder, Itochu Corp. 5 Approve Executive Stock Option Plan For For Mgmt Maximum potential dilution from this plan, coupled with dilution from the company's previous option plans, comes to less than one percent of issued capital, which falls within ISS guidelines for a growth company such as Sky Perfect Communications. Option grants are made only to employees and directors of the company. We have no reason to oppose this resolution. 04/26/04 - A Swedish Match Ab SE0000310336 04/16/04 12,600 1 Elect Chairman of Meeting For For Mgmt 2 Prepare and Approve List of Shareholders For For Mgmt 3 Designate Inspector or Shareholder For For Mgmt Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Mgmt 5 Approve Agenda of Meeting For For Mgmt 6 Receive Financial Statements and Statutory None None Mgmt Reports; Receive Committee Reports 7 Accept Financial Statements and Statutory For For Mgmt Reports 8 Approve Allocation of Income and Dividends For For Mgmt of SEK 1.70 Per Share 9 Approve Stock Option Plan for Key Employees For For Mgmt 10 Authorize Repurchase of Up to Ten Percent For For Mgmt of Issued Share Capital 11 Approve Reissuance of 1.2 Million For For Mgmt Repurchased Shares for 2003 Stock Option Plan 12 Approve SEK 36 Million Reduction in Share For For Mgmt Capital via Share Cancellation 13 Approve Discharge of Board and President For For Mgmt 14 Determine Number of Members (6) and Deputy For For Mgmt Members (0) of Board 15 Approve Remuneration of Directors in the For For Mgmt Amount of SEK 700,000 for Chairman and SEK 300,000 for Other Board Members; Approve Remuneration of SEK 400,000 for Committee Work 16 Reelect Bernt Magnusson, Jan Blomberg, Tuve For For Mgmt Johannesson, Arne Jurbrant, and Meg Tiveus as Directors; Elect Karsten Slotte as New Director 17 Determine Number of Auditors and Deputy For For Mgmt Auditors 18 Approve Remuneration of Auditors For For Mgmt 19 Ratify KPMG Bolins AB (Thomas Thiel) as For For Mgmt Auditors 20 Elect Bernt Magnusson, Bjoern Franzon, For For Mgmt Marianne Nilsson, and Staffan Grefbaeck as Members of Nominating Committee 21 Amend Articles Re: Authorize Board to For For Mgmt Appoint One or More Special Auditors in Connection with Certain Transactions 05/14/04 - A Swiss Reinsurance (Schweizerische CH0012332372 None 1,725 Rueckversicherungs) 1 Accept Financial Statements and Statutory For For Mgmt Reports 2 Approve Discharge of Board and Senior For For Mgmt Management 3 Approve Allocation of Income and Dividends For For Mgmt of CHF 1.10 per Share 4 Approve Creation of CHF 2 Million Pool of For For Mgmt Conditional Capital without Preemptive Rights 5.1a Reelect George Farr and Rajna Gibson as For For Mgmt Directors 5.1b Elect Kaspar Villiger as Director For For Mgmt 5.2 Reelect PricewaterhouseCoopers Ltd as For For Mgmt Auditors 05/20/04 - A Teva Pharmaceutical Industries 881624209 04/15/04 3,400 Meeting for Holders of ADRs 1 TO RECEIVE AND DISCUSS THE COMPANY S For For Mgmt CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 AND THE CONSOLIDATED STATEMENTS. This is a routine item. 2 TO APPROVE THE BOARD OF DIRECTORS For For Mgmt RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2003, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.44 (APPROXIMATELY US$0.322) PER ORDINARY SHARE, BE DECLARED FINAL. Based on the company's long-term shareholder-unfriendly dividend allocation policy, we recommend a vote against this proposal. 3 TO ELECT ABRAHAM E. COHEN TO SERVE FOR A For For Mgmt THREE-YEAR TERM. Director elections are standard proposals at annual meetings. In the absence of some specific controversy involving the company, we recommend shareholders support this item. 4 TO ELECT LESLIE DAN TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 5 TO ELECT PROF. MEIR HETH TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 6 TO ELECT PROF. MOSHE MANY TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 7 TO ELECT DOV SHAFIR TO SERVE FOR A For For Mgmt THREE-YEAR TERM. 8 TO APPROVE THE PURCHASE OF DIRECTOR S AND For Against Mgmt OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. Given the excessive proposed liability protection and the proposed exemption of all monetary damages for violations of duty of care, we recommend shareholders oppose this item. 9 Ratify Auditors For For Mgmt 04/28/04 - A Travelsky Technology CN0006030588 03/26/04 48,000 1 Accept Report of the Directors For For Mgmt 2 Accept Report of the Supervisory Committee For For Mgmt 3 Accept Financial Statements and Auditors' For For Mgmt Report 4 Approve Dividends of RMB0.102 Per Share For For Mgmt 5 Approve PricewaterhouseCoopers and For For Mgmt PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. as International and PRC Auditors and Authorize Board to Fix Their Remuneration 6 Approve Establishment and Implementation of For Against Mgmt a Corporate Annual Remuneration System from 2004 Onwards and Authorize Board with Full Powers to Handle All Relevant Matters Given the lack of information on this proposal, we are unable to assess whether the implementation of the corporate annual remuneration system would have any negative impact on shareholder rights or value. In view of this, a vote opposing this request is recommended. 7 Other Business (Voting) For Against Mgmt Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. 8 Amend Articles Re: Ordinary and Special For For Mgmt Resolutions at Shareholders' General Meetings, Voting Right Per Share, Nomination of Director, Composition of the Supervisory Committee and Vote of Contracts in which a Director has a Material Interest 06/25/04 - S Unicredito Italiano SpA ( IT0000064854 06/18/04 34,300 (Form.Credito Italiano) Special Business 1 Amend Articles To Reflect New Italian For Against Mgmt Company Law Regulations; Introduce One New Article in the Bylaws; Cancel Rules Governing General Meetings As Part of the Company's Bylaws The proposed amendments aim at adopting a series of changes under one bundled resolution. ISS prefers viewing amendments presented in separate resolutions since this would guarantee a better opportunity for shareholders to express their position with respect to each amendment proposed. This is particularly important in cases such as this one, where ISS would like to recommend different votes with respect to the different amendments being proposed. Some of the amendments are either non-contentious or positive in nature, and ISS would support such changes since they would not jeopardize shareholder value. Others, alternatively, cannot be supported by ISS since they propose to remove important oversight mechanisms from shareholders. Although the company is proposing these amendments in accordance with changes to company law, the actual amendments with which ISS takes issue are not, in fact, required by the law. Considering that the amendments herewith presented are under a bundled item and that some of them would have the effect of limiting rights that shareholders would be entitled to once the new Italian Company Law provisions would become effective, we recommend a vote against this resolution. Ordinary Business 1 Approve Rules Governing General Meetings For For Mgmt The separate set of rules would not differ greatly from the current methodology used to govern shareholder meetings. The adoption of a separate set of rules will also simplify any modifications that may become necessary in the future, since to adopt any changes the company's bylaws would not need to be modified and therefore any amendments proposed would be subject to shareholder approval as ordinary items. 05/07/04 - A WILLIS GROUP HOLDINGS LTD *WSH* G96655108 03/09/04 3,000 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt
N-PX20th "Page" of 25TOC1stPreviousNextBottomJust 20th
[Enlarge/Download Table] Mgmt Rec - Company Management Recommended Vote THE BROWN CAPITAL MANAGEMENT MID-CAP FUND ----------------------------------------- Vote Summary Report Jul 01, 2003 - Sep 30, 2003 Brown CAP Mid-CAP - 11021-23-L Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------------- -------------------------------------- ------------ ------------ ----------- ------------ --------------- 08/06/03 - A Acxiom Corp. *ACXM* 005125109 06/13/03 1,500 1 Elect Directors For For 1.1 Elect Director Dr. Ann Hayes Die --- For We recommend a vote FOR the directors. 1.2 Elect Director William J. Henderson --- For 1.3 Elect Director Charles D. Morgan --- For 2 Amend Stock Option Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.68 percent is above the allowable cap for this company of 12.19 percent. 3 Amend Stock Option Plan For Against 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 1,750 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For 07/30/03 - A Christopher & Banks Corp *CBK* 171046105 05/30/03 900 1 Elect Directors For For 1.1 Elect Director William J. Prange --- For We recommend a vote FOR the directors. 1.2 Elect Director James J. Fuld, Jr. --- For 2 Amend Omnibus Stock Plan For For Vote Recommendation The total cost of the company's plans of 9.32 percent is within the allowable cap for this company of 15.80 percent. 3 Ratify Auditors For Against 08/12/03 - A La-Z-Boy Inc. *LZB* 505336107 06/25/03 500 1 Elect Directors For For 1.1 Elect Director John H. Foss --- For We recommend a vote FOR the directors. 1.2 Elect Director Patrick H. Norton --- For 1.3 Elect Director Helen O. Petrauskas --- For 2 Amend Non-Employee Director Restricted For For Stock Plan Vote Recommendation The total cost of the company's plans of 7.93 percent is within the allowable cap for this company of 12.53 percent. 07/22/03 - A Legg Mason, Inc. *LM* 524901105 05/23/03 725 1 Elect Directors For Split 1.1 Elect Director Carl Bildt --- For We recommend a vote FOR the directors with the exception of insider Harry M. Ford, Jr.. We recommend that shareholders WITHHOLD votes from Harry M. Ford, Jr. for failure to establish an independent nominating committee. 1.2 Elect Director Harry M. Ford, Jr. --- Withhold 1.3 Elect Director John E. Koerner, III --- For 1.4 Elect Director Peter F. O'Malley --- For 1.5 Elect Director James E. Ukrop --- For 1.6 Elect Director Dennis R. Beresford --- For 09/02/03 - A Network Appliance, Inc. *NTAP* 64120L104 07/07/03 1,900 1 Elect Directors For For 1.1 Elect Director Daniel J. Warmenhoven --- For We recommend a vote FOR the directors. 1.2 Elect Director Donald T. Valentine --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Carol A. Bartz --- For 1.5 Elect Director Michael R. Hallman --- For 1.6 Elect Director Nicholas G. Moore --- For 1.7 Elect Director Dr. Sachio Semmoto --- For 1.8 Elect Director Robert T. Wall --- For 2 Amend Omnibus Stock Plan For Against Vote Recommendation The total cost of the company's plans of 17.59 percent is above the allowable cap for this company of 12.57 percent. Additionally, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 3 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For 5 Other Business For Against As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 08/07/03 - A Xilinx, Inc. *XLNX* 983919101 06/09/03 1,450 1 Elect Directors For For 2 Ratify Auditors For For 07/22/03 - S Zimmer Holdings Inc *ZMH* 98956P102 06/16/03 725 1 Issue Shares in Connection with an For For Acquisition CONCLUSION: Based on the fairness opinion and the potential strategic synergies, we believe the merger agreement warrants shareholder support.
N-PX21st "Page" of 25TOC1stPreviousNextBottomJust 21st
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 Brown CAP Mid-CAP Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ --------------- 10/16/03 - A Applera Corp *ABI* 038020103 08/27/03 2,150 1 Elect Directors For Split 1.1 Elect Director Richard H. Ayers --- For We recommend a vote FOR the directors with the exception of Arnold J. Levine from whom we recommend that shareholders WITHHOLD votes for standing as an affiliated outsider on the Compensation and Nominating committees. 1.2 Elect Director Jean-Luc Belingard --- For 1.3 Elect Director Robert H. Hayes --- For 1.4 Elect Director Arnold J. Levine --- Withhold 1.5 Elect Director William H. Longfield --- For 1.6 Elect Director Theodore E. Martin --- For 1.7 Elect Director Carolyn W. Slayman --- For 1.8 Elect Director Orin R. Smith --- For 1.9 Elect Director James R. Tobin --- For 1.10 Elect Director Tony L. White --- For 2 Ratify Auditors For For 11/06/03 - A Avnet, Inc. *AVT* 053807103 09/08/03 3,150 1 Elect Directors For For 1.1 Elect Director Eleanor Baum --- For We recommend a vote FOR the directors. 1.2 Elect Director J. Veronica Biggins --- For 1.3 Elect Director Lawrence W. Clarkson --- For 1.4 Elect Director Ehud Houminer --- For 1.5 Elect Director James A. Lawrence --- For 1.6 Elect Director Ray M. Robinson --- For 1.7 Elect Director Frederic Salerno --- For 1.8 Elect Director Gary L. Tooker --- For 1.9 Elect Director Roy Vallee --- For 2 Approve Omnibus Stock Plan For For Vote Recommendation The total cost of the company's plans of 4.11 percent is within the allowable cap for this company of 8.84 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For 10/29/03 - A CheckFree Corp. *CKFR* 162813109 09/08/03 1,075 1 Elect Directors For For 1.1 Elect Director Mark A. Johnson --- For We recommend a vote FOR the directors. 1.2 Elect Director Eugene F. Quinn --- For 2 Approve Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. Shareholder Proposal 3 Make Effort to Locate Women and Minorities Against For for Board Nomination Based on the company's current lack of board diversity, the lack of disclosure regarding current nominating procedures and diversity initiatives, and the company's failure to establish a nominating committee, we recommend that shareholders support this shareholder proposal. 11/05/03 - A Coach, Inc. *COH* 189754104 09/17/03 925 1 Elect Directors For For 1.1 Elect Director Joseph Ellis --- For We recommend a vote FOR the directors. 1.2 Elect Director Lew Frankfort --- For 1.3 Elect Director Sally Frame Kasaks --- For 1.4 Elect Director Gary Loveman --- For 1.5 Elect Director Irene Miller --- For 1.6 Elect Director Keith Monda --- For 1.7 Elect Director Michael Murphy --- For 10/29/03 - A Integrated Circuit Systems, Inc. 45811K208 09/19/03 1,375 *ICST* 1 Elect Directors For Split 1.1 Elect Director Hock E. Tan --- Withhold We recommend that shareholders vote FOR Nam P. Suh, Ph.D., but WITHHOLD votes from insider Hock E. Tan for failure to establish an independent nominating committee. 1.2 Elect Director Nam P. Suh, Ph.D. --- For 10/30/03 - A Intuit, Inc. *INTU* 461202103 09/02/03 1,325 1 Elect Directors For For 1.1 Elect Director Stephen M. Bennett --- For We recommend a vote FOR the directors. 1.2 Elect Director Christopher W. Brody --- For 1.3 Elect Director William V. Campbell --- For 1.4 Elect Director Scott D. Cook --- For 1.5 Elect Director L. John Doerr --- For 1.6 Elect Director Donna L. Dubinsky --- For 1.7 Elect Director Michael R. Hallman --- For 1.8 Elect Director Stratton D. Sclavos --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For 11/04/03 - A King Pharmaceuticals Inc. *KG* 495582108 09/05/03 2,575 1 Elect Directors For For 2 Ratify Auditors For For 10/24/03 - A Molex Incorporated *MOLX* 608554101 08/29/03 500 1 Elect Directors For For 1.1 Elect Director Fred L. Krehbiel --- For We recommend a vote FOR the directors. 1.2 Elect Director Douglas K. Carnahan --- For 1.3 Elect Director J. Joseph King --- For 1.4 Elect Director Joe W. Laymon --- For 1.5 Elect Director Michelle L. Collins --- For 2 Amend Stock Option Plan For For Vote Recommendation The total cost of the company's plans of 6.45 percent is within the allowable cap for this company of 12.34 percent. 11/13/03 - A The Bisys Group, Inc. *BSG* 055472104 09/19/03 2,850 1 Elect Directors For Split 1.1 Elect Director Lynn J. Mangum --- For We recommend a vote FOR the directors with the exception of Denis A. Bovin, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Denis A. Bovin --- Withhold 1.3 Elect Director Robert J. Casale --- For 1.4 Elect Director Thomas A. Cooper --- For 1.5 Elect Director Paula G. McInerney --- For 1.6 Elect Director Thomas E. McInerney --- For 1.7 Elect Director Joseph J. Melone --- For 1.8 Elect Director Dennis R. Sheehan --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Ratify Auditors For For
N-PX22nd "Page" of 25TOC1stPreviousNextBottomJust 22nd
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 Brown CAP Mid-CAP - 11021-23-L Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ ---------------- 03/09/04 - A Analog Devices, Inc. *ADI* 032654105 01/16/04 1,575 1 Elect Directors For For 2 Increase Authorized Common Stock For For 3 Ratify Auditors For For 03/22/04 - S Caremark Rx, Inc. *CMX* 141705103 02/05/04 1,815 1 Increase Authorized Common Stock For For 2 Approve Issuance of Stock in Connection with For For Merger Agreement 3 Increase Authorized Preferred Stock For Against In this case, management has stated that some of the shares may be used for antitakeover purposes, namely for the shareholders' rights plan, which was not approved by shareholders. Also, given that no shares of preferred stock are outstanding, we do not believe the increase is warranted. 4 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 9.90 percent is within the allowable cap for this company of 10.00 percent. Additionally, this plan expressly forbids repricing. 5 Allow Postponement or Adjournment of Special For Against Meeting 02/17/04 - A Health Management Associates, Inc. 421933102 12/19/03 3,425 *HMA* 1 Elect Directors For For
N-PX23rd "Page" of 25TOC1stPreviousNextBottomJust 23rd
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 Brown CAP Mid-CAP - 11021-23-L Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted ------------------- --------------------------------------- ------------- ------------ --------------- ----------- -------- -------- 06/10/04 - A Affymetrix Inc. *AFFX* 00826T108 04/16/04 1,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Stephen P.A. Fodor, Ph.D. --- For We recommend a vote FOR the directors with the exceptions of insiders Stephen P.A. Fodor, Ph.D. and Susan E. Siegel, and affiliated outsiders David B. Singer and John D. Diekman, Ph.D. We recommend that shareholders WITHHOLD votes from John D. Diekman, Ph.D. for standing as an affiliated outsider on the Audit and Nominating & Corporate Governance committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from David B. Singer for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board. Finally, we recommend that shareholders WITHHOLD votes from Stephen P.A. Fodor, Ph.D. and Susan E. Siegel for failure to establish a majority independent board. 1.2 Elect Director Paul Berg, Ph.D. --- For 1.3 Elect Director John D. Diekman, Ph.D. --- Withhold 1.4 Elect Director Vernon R. Loucks, Jr. --- For 1.5 Elect Director Susan E. Siegel --- For 1.6 Elect Director David B. Singer --- Withhold 1.7 Elect Director John A. Young --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 14.12 percent is above the allowable cap for this company of 12.44 percent. 3 Ratify Auditors For For Mgmt 05/11/04 - A Altera Corp. *ALTR* 021441100 03/16/04 3,980 1 Elect Directors For For Mgmt 1.1 Elect Director John P. Daane --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert W. Reed --- For 1.3 Elect Director Charles M. Clough --- For 1.4 Elect Director Robert J. Finocchio Jr --- For 1.5 Elect Director Kevin Mcgarity --- For 1.6 Elect Director Paul Newhagen --- For 1.7 Elect Director William E. Terry --- For 1.8 Elect Director Susan Wang --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.23 percent is within the allowable cap for this company of 12.66 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 5 Approve Option Expensing Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. In the wake of financial reporting problems and excessive executive compensation at companies like Enron Corp., Worldcom Inc., and Tyco International Ltd., we agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 05/21/04 - A Career Education Corp. *CECO* 141665109 03/23/04 715 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.96 percent is within the allowable cap for this company of 12.32 percent. 3 Increase Authorized Common Stock For For Mgmt 4 Ratify Auditors For For Mgmt 05/04/04 - A Caremark Rx, Inc. *CMX* 141705103 04/01/04 1,815 1 Elect Directors For For Mgmt 1.1 Elect Director Edwin M. Banks --- For We recommend a vote FOR the directors. 1.2 Elect Director Colleen C. Welch, Ph.D. --- For 1.3 Elect Director Roger L. Headrick --- For 1.4 Elect Director Jean-Pierre Millon --- For 05/12/04 - A Ceridian Corporation *CEN* 156779100 03/16/04 1,575 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.98 percent is within the allowable cap for this company of 12.58 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 06/22/04 - A Chico's FAS, Inc. *CHS* 168615102 04/26/04 2,325 1 Elect Directors For Split Mgmt 1.1 Elect Director Helene B. Gralnick --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Scott A. Edmonds and Helene B. Granick. We recommend that shareholders WITHHOLD votes from Scott A. Edmonds and Helene B. Granick for failure to establish a majority independent board. 1.2 Elect Director Verna K. Gibson --- For 1.3 Elect Director Betsy S. Atkins --- For 1.4 Elect Director Scott A. Edmonds --- Withhold 2 Change Range for Size of the Board For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/27/04 - A Chiron Corp. *CHIR* 170040109 03/29/04 1,060 1 Elect Directors For For Mgmt 1.1 Elect Director Vaughn D. Bryson --- For We recommend a vote FOR the directors. 1.2 Elect Director Pierre E. Douaze --- For 1.3 Elect Director Edward E. Penhoet --- For 2 Amend Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. ISS approves the stock purchase program component because the plan complies with Section 423 of the Internal Revenue Code, the number of shares reserved is relatively conservative, the offering period is reasonable, and there are limitations on participation. However, the total cost of the company's plans of 17.46 percent is above the allowable cap for this company of 10.28 percent. Therefore, we recommend AGAINST this bundled plan. 3 Ratify Auditors For For Mgmt 04/22/04 - S Cognex Corp. *CGNX* 192422103 03/10/04 1,070 1 Elect Directors For For Mgmt 06/03/04 - A Coventry Health Care Inc. *CVH* 222862104 04/05/04 1,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.22 percent is within the allowable cap for this company of 12.72 percent. Additionally, this plan expressly forbids repricing. In 2003, the company granted over 25 percent of its total option grants to its top five named executive officers. 3 Ratify Auditors For For Mgmt 05/04/04 - A Danaher Corp. *DHR* 235851102 03/10/04 980 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.56 percent is within the allowable cap for this company of 12.37 percent. Additionally, this plan expressly forbids repricing. 4 Develop Charter Language on Board Diversity Against Against ShrHoldr ISS believes in transparency for shareholders as a matter of good corporate governance and believes that shareholders should have access to material information about their company's practices and procedures. For this reason, ISS generally supports shareholder requests for companies to prepare reports on board diversification initiatives. However, this proposal goes beyond simply asking the company to report on its nomination processes, and to adopt specific charter language to formalize efforts to locate qualified women and minorities to serve on the board. In this case, we note that Danaher has not addressed diversity on its board to the degree of some industry peers. However, in the last year the company has created an independent nominating committee, and includes information on the director selection process in the company's public filings. While this action does not specifically address the concerns noted in this proposal, it does show an effort to improve Danaher's corporate governance principles. Further, we note that the structure of this proposal calls not only for increased efforts in retaining qualified women and minorities, but also the adoption of certain charter language that would formally outline this process. ISS agrees with the proponents that a company can benefit from directors that represent diverse backgrounds and experience; however, we do not necessarily advocate the application of specific charter language that recommends considering race and gender as qualifying factors in retaining directors. Therefore, while we believe that the company should continuously evaluate policies on retaining qualified candidates for board positions, including women and minorities, ISS does not believe that shareholder support for this proposal is necessary at this time. 06/02/04 - A DICKS SPORTING GOODS INC *DKS* 253393102 04/12/04 2,940 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt 06/17/04 - A Dollar Tree Stores, Inc. *DLTR* 256747106 04/23/04 2,350 1 Change Range for Size of the Board For For Mgmt ISS believes that the proposed change is relatively minor and that it is not motivated by a desire to entrench management. 2 Elect Directors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.48 percent is within the allowable cap for this company of 11.17 percent. Additionally, this plan expressly forbids repricing. 4 Approve Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 3.47 percent is within the allowable cap for this company of 11.17 percent. Additionally, this plan expressly forbids repricing. 5 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 04/20/04 - A Fastenal Co. *FAST* 311900104 02/23/04 1,696 1 Elect Directors For For Mgmt 1.1 Elect Director Robert A. Kierlin --- For We recommend a vote FOR the directors with the exceptions of insiders Reyne K. Wisecup and Willard D. Oberton, and affiliated outsiders Stephen M. Slaggie and Robert A. Kierlin. We recommend that shareholders WITHHOLD votes from Reyne K. Wisecup, Willard D. Oberton, Stephen M. Slaggie, and Robert A. Kierlin for failure to establish an independent nominating and compensation committees. 1.2 Elect Director Stephen M. Slaggie --- For 1.3 Elect Director Michael M. Gostomski --- For 1.4 Elect Director John D. Remick --- For 1.5 Elect Director Henry K. McConnon --- For 1.6 Elect Director Robert A. Hansen --- For 1.7 Elect Director Willard D. Oberton --- For 1.8 Elect Director Michael J. Dolan --- For 1.9 Elect Director Reyne K. Wisecup --- For 2 Ratify Auditors For For Mgmt 04/06/04 - A Fiserv, Inc. *FISV* 337738108 02/13/04 1,650 1 Elect Directors For For Mgmt 1.1 Elect Director K.R. Jensen --- For We recommend a vote FOR the directors. 1.2 Elect Director K.M. Robak --- For 1.3 Elect Director T.C. Wertheimer --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.72 percent is within the allowable cap for this company of 12.47 percent. Additionally, this plan expressly forbids repricing. 05/26/04 - A Fossil, Inc. *FOSL* 349882100 03/31/04 2,280 1 Elect Directors For For Mgmt 1.1 Elect Director Tom Kartsotis --- For We recommend a vote FOR Donald J. Stone but WITHHOLD votes from all other nominees. We recommend that shareholders WITHHOLD votes from insider Jal S. Shroff and affiliated outsider Tom Kartsotis for failure to establish an independent nominating committee and for failure to establish majority board independence. 1.2 Elect Director Jal S. Shroff --- For 1.3 Elect Director Donald J. Stone --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation ISS evaluates the proposed amendments that expand the class of eligible participants based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of the company's plans of 11.68 percent is within the allowable cap for this company of 13.73 percent. 06/16/04 - A Fred's, Inc. *FRED* 356108100 04/30/04 2,802 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Hayes --- For 1.2 Elect Director John R. Eisenman --- For 1.3 Elect Director Roger T. Knox --- For 1.4 Elect Director John D. Reier --- For 1.5 Elect Director Thomas H. Tashjian --- For 2 Ratify Auditors For For Mgmt 3 Approve Employee Stock Purchase Plan For Against Mgmt Despite the reasonable offering period, ISS does not support this proposal because the plan's large share reserve may cause excessive voting power dilution. 04/24/04 - A Harley-Davidson, Inc. *HDI* 412822108 03/10/04 1,015 1 Elect Directors For For Mgmt 1.1 Elect Director Barry K. Allen --- For We recommend a vote FOR the directors. 1.2 Elect Director Richard I. Beattie --- For 2 Amend Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.93 percent is within the allowable cap for this company of 12.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 05/25/04 - A Henry Schein, Inc. *HSIC* 806407102 04/15/04 855 1 Elect Directors For For Mgmt 1.1 Elect Director Stanley M. Bergman --- For We recommend a vote FOR the directors with the exception of Pamela Joseph. We recommend that shareholders WITHHOLD votes from Pamela Joseph for poor attendance. 1.2 Elect Director Gerald A. Benjamin --- For 1.3 Elect Director James P. Breslawski --- For 1.4 Elect Director Mark E. Mlotek --- For 1.5 Elect Director Steven Paladino --- For 1.6 Elect Director Barry J. Alperin --- For 1.7 Elect Director Pamela Joseph --- For 1.8 Elect Director Donald J. Kabat --- For 1.9 Elect Director Marvin H. Schein --- For 1.10 Elect Director Irving Shafran --- For 1.11 Elect Director Philip A. Laskawy --- For 1.12 Elect Director Norman S. Matthews --- For 1.13 Elect Director Louis W. Sullivan --- For 1.14 Elect Director Margaret A. Hamburg --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.36 percent is within the allowable cap for this company of 9.57 percent. Additionally, this plan expressly forbids repricing. 3 Amend Non-Employee Director Omnibus Stock For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 6.20 percent is within the allowable cap for this company of 9.57 percent. Additionally, this plan expressly forbids repricing. 4 Approve Employee Stock Purchase Plan For For Mgmt ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 5 Ratify Auditors For For Mgmt 06/17/04 - A Hot Topic, Inc. *HOTT* 441339108 04/21/04 800 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/13/04 - A Investors Financial Services Corp. 461915100 02/20/04 1,765 *IFIN* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 75,000,000 shares is below the allowable threshold of 135,000,000 shares. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Ratify Auditors For For Mgmt 05/04/04 - A ITT Educational Services, Inc. *ESI* 45068B109 03/05/04 500 1 Elect Directors For For Mgmt 1.1 Elect Director Rene R. Champagne --- For We recommend a vote FOR the directors. 1.2 Elect Director John F. Cozzi --- For 1.3 Elect Director James D. Fowler, Jr. --- For 1.4 Elect Director Harris N. Miller --- For 2 Increase Authorized Common Stock For Against Mgmt 05/20/04 - A MedImmune, Inc. *MEDI* 584699102 03/31/04 1,550 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.92 percent is within the allowable cap for this company of 10.39 percent. Additionally, this plan expressly forbids repricing. Equity grants of stock options to top five named executive officers is 27.41 percent of the total shares awarded in the current year. More than one quarter of the total shares granted in the current year were made to top five executives. 3 Ratify Auditors For For Mgmt 05/18/04 - A Nextel Partners, Inc. *NXTP* 65333F107 04/02/04 5,940 1 Elect Directors For For Mgmt 1.1 Elect Director Adam Aron --- For 1.2 Elect Director John Chapple --- For 1.3 Elect Director Steven B. Dodge --- For 1.4 Elect Director Timothy Donahue --- For 1.5 Elect Director Caroline H. Rapking --- For 1.6 Elect Director James N. Perry, Jr. --- For 1.7 Elect Director Dennis M. Weibling --- For 2 Ratify Auditors For For Mgmt 3 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 7.36 percent is within the allowable cap for this company of 11.26 percent, the plan allows repricing of stock options without shareholder approval, which we believe reduces the incentive value of the plan. ISS also noted that the top five named officers received approximately 28 percent of the total options granted in 2003. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 500,000,000 shares, is below the allowable threshold of 927,043,000 shares. We recommend a vote FOR Item 4. 5 Permit Board to Amend Bylaws Without For Against Mgmt Shareholder Consent ISS believes that this proposal is not in shareholders' best interests as it removes their basic right to approve amendments or modifications to the company's certificate of incorporation. Furthermore, the proposal could entrench management and thus preclude proxy contest and third party takeovers. 04/16/04 - A Novellus Systems, Inc. *NVLS* 670008101 02/17/04 1,390 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Provision of Non-Audit Services by Against Against ShrHoldr Independent Auditors 4 Limit Executive Compensation Against Against ShrHoldr 05/18/04 - A Omnicare, Inc. *OCR* 681904108 03/31/04 400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.73 percent is within the allowable cap for this company of 12.68 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 05/27/04 - A Panera Bread Company *PNRA* 69840W108 04/06/04 1,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/19/04 - A Performance Food Group Co. *PFGC* 713755106 03/29/04 1,040 1 Elect Directors For For Mgmt 2 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 06/10/04 - A PETsMART *PETM* 716768106 04/12/04 2,350 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/13/04 - A Pioneer Natural Resources Co. *PXD* 723787107 03/17/04 1,470 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/25/04 - A Royal Caribbean Cruises Ltd. *RCL* V7780T103 03/26/04 1,600 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Tor B. Arneberg --- For Despite these shortcomings, director elections are standard proposals at annual meetings, and these concerns would not be enough to lead us to oppose these candidates. 1.2 Elect Director William L. Kimsey --- For 1.3 Elect Director Gert W. Munthe --- For 1.4 Elect Director Thomas J. Pritzker --- For 2 APPROVAL OF THE AMENDED AND RESTATED 2000 For For Mgmt STOCK AWARD PLAN. 3 RATIFICATION OF APPOINTMENT OF For For Mgmt PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004. 05/04/04 - A Sigma-Aldrich Corp. *SIAL* 826552101 03/05/04 535 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt 04/20/04 - A Smith International, Inc. *SII* 832110100 02/27/04 600 1 Elect Directors For Split Mgmt 1.1 Elect Director James R. Gibbs --- For We recommend a vote FOR the directors with the exception of Jerry W. Neely. We recommend that shareholders WITHHOLD votes from Jerry W. Neely for standing as an affiliated outsider on the Audit and on the Compensation committees. 1.2 Elect Director Jerry W. Neely --- Withhold 2 Ratify Auditors For For Mgmt 05/12/04 - A St. Jude Medical, Inc. *STJ* 790849103 03/15/04 960 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Executive Incentive Bonus Plan For For Mgmt The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Increase Authorized Common Stock For For Mgmt The requested increase of 250,000,000 shares is below the allowable threshold of 387,500,000 shares. 5 Limit Executive Compensation Against Against ShrHoldr While ISS understands the proponent's concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The Compensation Committee and Management Development Committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 06/17/04 - A Staples, Inc. *SPLS* 855030102 04/19/04 3,345 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur M. Blank --- For 1.2 Elect Director Gary L. Crittenden --- For 1.3 Elect Director Martin Trust --- For 1.4 Elect Director Paul F. Walsh --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.87 percent is within the allowable cap for this company of 9.92 percent. Additionally, this plan expressly forbids repricing. 3 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 4 Amend Employee Stock Purchase Plan For For Mgmt ISS approves of this item because the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For Mgmt 6 Submit Shareholder Rights Plan (Poison Against Against ShrHoldr Pill) to Shareholder Vote Conclusion Given that the plan has already expired, and that the board has determined not to renew the plan, this proposal has become moot. Therefore, we recommend that shareholders vote against this item. 7 Submit Shareholder Rights Plan (Poison Against For ShrHoldr Pill) to Shareholder Vote Conclusion Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. 8 Limit Executive Compensation Against Against ShrHoldr Conclusion ISS policy is to recommend voting against proposals that seek to set absolute levels on compensation or otherwise dictate the amount or form of compensation. 9 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr Services Conclusion In this case, the company states that the Audit Committee pre-approves all services by Ernst & young LLP, the company's independent auditors in compliance with the rules of Sarbanes-Oxley Act. Also, the aggregate fees paid for 'tax services' and 'other services' are less than the aggregate fees paid for 'audit services' and 'audit-related services'. Therefore, we believe this proposal does not warrant shareholder support. 05/14/04 - A SunGard Data Systems Inc. *SDS* 867363103 03/15/04 2,490 1 Elect Directors For Split Mgmt 1.1 Elect Director Gregory S. Bentley --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Gregory S. Bentley. We recommend that shareholders WITHHOLD votes from Gregory S. Bentley for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Michael C. Brooks --- For 1.3 Elect Director Cristobal Conde --- For 1.4 Elect Director Ramon de Oliveira --- For 1.5 Elect Director Henry C. Duques --- For 1.6 Elect Director Albert A. Eisenstat --- For 1.7 Elect Director Bernard Goldstein --- For 1.8 Elect Director Janet Brutschea Haugen --- For 1.9 Elect Director James L. Mann --- For 1.10 Elect Director Malcolm I. Ruddock --- For 2 Ratify Auditors For For Mgmt 05/26/04 - A Synopsys, Inc. *SNPS* 871607107 04/07/04 1,870 1 Elect Directors For For Mgmt 1.1 Elect Director Aart J. de Geus --- For We recommend a vote FOR the directors with the exception of independent outsider Sasson Somekh. We recommend that shareholders WITHHOLD votes from Sasson Somekh for poor attendance. 1.2 Elect Director Andy D. Bryant --- For 1.3 Elect Director Chi-Foon Chan --- For 1.4 Elect Director Bruce R. Chizen --- For 1.5 Elect Director Deborah A. Coleman --- For 1.6 Elect Director A. Richard Newton --- For 1.7 Elect Director Sasson Somekh --- For 1.8 Elect Director Roy Vallee --- For 1.9 Elect Director Steven C. Walske --- For 2 Amend Non-Employee Director Stock Option For Against Mgmt Plan V. Vote Recommendation The total cost of the company's plans of 19.23 percent is above the allowable cap for this company of 12.60 percent. 3 Ratify Auditors For For Mgmt 04/08/04 - A T. Rowe Price Group, Inc. *TROW* 74144T108 02/06/04 750 1 Elect Directors For For Mgmt 1.1 Elect Director Edward C. Bernard --- For We recommend a vote FOR the directors. 1.2 Elect Director James T. Brady --- For 1.3 Elect Director D. William J. Garrett --- For 1.4 Elect Director Donald B. Hebb, Jr. --- For 1.5 Elect Director James A.C. Kennedy --- For 1.6 Elect Director James S. Riepe --- For 1.7 Elect Director George A. Roche --- For 1.8 Elect Director Brian C. Rogers --- For 1.9 Elect Director Dr. Alfred Sommer --- For 1.10 Elect Director Dwight S. Taylor --- For 1.11 Elect Director Anne Marie Whittemore --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation ISS met with T. Rowe Price management to discuss T. Rowe Price's stock compensation plan. Management representatives included George Roche, James Riepe and William Stromberg, Chairman & President, Vice Chairman and Director of Equity Research, respectively. T. Rowe Price views the stock option program as an important part of its ability to attract and retain its professional staff. T. Rowe Price management believes strongly that stock options best directly align the interests of employees and shareholders. The maintenance of a consistent option program permits the company to invest in its employees and tie them in to the long term success of the firm. The company has, therefore, placed a greater emphasis on this incentive program than on cash or other forms of long-term incentives used by many of its competitors. Furthermore, the company provides longer than normal option term vesting at 20% annually over five years. The stock option program has incentivized and retained employees. According to the company, the average tenure of portfolio managers and analysts is 12 years. As such, the company has built up a considerable amount of outstanding stock options. The company views the outcome favorably due to the firm's success and long tenured staff. T. Rowe Price also emphasized that equity awards to the top five executives have been modest with an average of about 4 percent of total shares awarded in the past three years. Some of the executive awards were reload options too. Moreover, the company does not offer Supplemental Executive Retirement Plans (SERPs) or defined pension plans. Therefore, the company does not have any hidden liabilities. Beneficial ownership of executives and directors is about 14 percent as of the record date. The total direct compensation of the top five named executives does not appear to be excessive in light of the company's stock price performance. While ISS recognizes T. Rowe Price's compensation methodology for retaining employees, ISS primarily evaluates stock-based incentive proposals by analyzing the economic costs and the dilutive impact on shareholders. Since T. Rowe Price uses a higher level of equity in its compensation to employees to offset the lower cash compensation and other forms of long-term incentives, there are higher levels of economic costs and dilution associated with it. Therefore, the cost for the 2004 Stock Incentive Plan is 13.30 percent and has exceeded the allowable cap of 6.20 percent. As such, ISS considers the cost of the proposed plan to be high and we recommend voting AGAINST it. 4 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A The Cheesecake Factory, Inc. *CAKE* 163072101 03/31/04 1,015 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas L. Gregory --- For ISS supports the proposed corporate governance reforms that Culinary Union is advocating. While ISS notes the positive steps the company took in forming a Corporate Governance Committee and in eliminating the slow-hand provision in its poison pill, it considers them as only partial response to shareholders' mandate on the governance issues. The company in its defense points out that the proposals did not receive 80 percent of the votes outstanding which is required to amend the company's bylaws on some of those proposals. However, the proposals did receive clear majority of the votes cast. In light of the majority support, ISS believes that the company should have taken additional steps to respond to shareholders' wishes. ISS' policy is to withhold votes from the director nominees if they ignore a shareholder proposal that was approved by a majority of the votes cast for two consecutive years. However, in this case, given that the no vote campaign is a continuation of Culinary Union's advocacy of corporate governance reforms which ISS supports, and the company's minimal response to address shareholders' mandate of last year on multiple proposals, ISS recommends a WITHHOLD vote from Thomas Gregory. 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 13.67 percent is within the allowable cap for this company of 19.66 percent. 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.49 percent is within the allowable cap for this company of 19.66 percent. 4 Amend Non-Employee Director Stock Option For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 8.54 percent is within the allowable cap for this company of 19.66 percent. Additionally, this plan expressly forbids repricing. 04/27/04 - A The Chubb Corp. *CB* 171232101 03/08/04 540 1 Elect Directors For For Mgmt 1.1 Elect Director Zoe Baird --- For We recommend a vote FOR the directors. 1.2 Elect Director Sheila P. Burke --- For 1.3 Elect Director James I. Cash, Jr. --- For 1.4 Elect Director Joel J. Cohen --- For 1.5 Elect Director James M. Cornelius --- For 1.6 Elect Director John D. Finnegan --- For 1.7 Elect Director David H. Hoag --- For 1.8 Elect Director Klaus J. Mangold --- For 1.9 Elect Director Sir David G. Scholey, CBE --- For 1.10 Elect Director Raymond G. H. Seitz --- For 1.11 Elect Director Lawrence M. Small --- For 1.12 Elect Director Daniel E. Somers --- For 1.13 Elect Director Karen Hastie Williams --- For 1.14 Elect Director James M. Zimmerman --- For 1.15 Elect Director Alfred W. Zollar --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote RecommendationThe total cost of this plan is 7.61 percent, which is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director Omnibus Stock For For Mgmt Plan VI. Vote Recommendation The total cost of the company's plans of 4.36 percent is within the allowable cap for this company of 9.78 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 5 Report on Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chubb, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Furthermore, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly or difficult to gather and publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 06/01/04 - A The TJX Companies, Inc. *TJX* 872540109 04/12/04 2,805 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.62 percent is within the allowable cap for this company of 9.59 percent. Additionally, this plan expressly forbids repricing. 3 Implement ILO Based Code of Conduct Against Against ShrHoldr Conclusion In the case of TJX, the company already has a vendor code that is publicly available on the Internet. While this code does not reference the right to bargain collectively, it does expressly forbid forced labor, child labor, and discrimination; addresses fair wages and safety of the workplace and environment; and provides for freedom of association. We do note that some of the company's vendors have been involved in some recent controversies. However, the company already uses third-party firms to monitor the compliance by vendors with the company's standards and therefore complies with the independent monitoring request of this proposal. Given that the company already has a policy in place that addresses many of the key principles outlined in the ILO principles and uses independent firms for monitoring factories, we do not believe that support of this proposal is warranted at this time. 4 Report on Vendor Standards Against Against ShrHoldr Conclusion Generally, ISS supports requests for increased disclosure on matters that may help shareholders better evaluate the risks and opportunities associated with their investment. However, such the value of such information must be weighed against the time and cost required to prepare the report, the impact that increased disclosure may have on the company's operations, and existing information that may be similar to that requested by the proposal. In this case, ISS notes that the company already publicly discloses it policies for import suppliers and vendors, a vendors' code of conduct, and information on compliance review and audit procedures. Additionally, the company utilizes a third party monitor to assist in evaluating compliance. Therefore, considering the steps that the company has taken to address vendor compliance issues, ISS believes that TJX substantially addresses the issues set forth by this proposal, and believes that further reporting and related actions may be duplicative of current initiatives. As such, we do not recommend shareholder support for this resolution. 5 Declassify the Board of Directors Against For ShrHoldr Conclusion The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/20/04 - A Tiffany & Co. *TIF* 886547108 03/25/04 1,255 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Kowalski --- For We recommend a vote FOR the directors. 1.2 Elect Director Rose Marie Bravo --- For 1.3 Elect Director William R. Chaney --- For 1.4 Elect Director Samuel L. Hayes III --- For 1.5 Elect Director Abby F. Kohnstamm --- For 1.6 Elect Director Charles K. Marquis --- For 1.7 Elect Director J. Thomas Presby --- For 1.8 Elect Director James E. Quinn --- For 1.9 Elect Director William A. Shutzer --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A W.W. Grainger, Inc. *GWW* 384802104 03/01/04 720 1 Elect Directors For For Mgmt 1.1 Elect Director Brian P. Anderson --- For We recommend a vote FOR the directors. 1.2 Elect Director Wesley M. Clark --- For 1.3 Elect Director Wilbur H. Gantz --- For 1.4 Elect Director David W. Grainger --- For 1.5 Elect Director Richard L. Keyser --- For 1.6 Elect Director Frederick A. Krehbiel --- For 1.7 Elect Director John W. McCarter, Jr. --- For 1.8 Elect Director Neil S. Novich --- For 1.9 Elect Director James D. Slavik --- For 1.10 Elect Director Harold B. Smith --- For 1.11 Elect Director Janiece S. Webb --- For 2 Ratify Auditors For For Mgmt 05/04/04 - A Waters Corp. *WAT* 941848103 03/15/04 775 1 Elect Directors For Split Mgmt 1.1 Elect Director Joshua Bekenstein --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Thomas P. Salice and Edward Conard. We recommend that shareholders WITHHOLD votes from Thomas P. Salice for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. We also recommend that shareholders WITHHOLD votes from Edwarrd Conard for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director M.J. Berendt, Ph.D. --- For 1.3 Elect Director Douglas A. Berthiaume --- For 1.4 Elect Director Philip Caldwell --- For 1.5 Elect Director Edward Conard --- Withhold 1.6 Elect Director L.H. Glimcher, M.D. --- For 1.7 Elect Director William J. Miller --- For 1.8 Elect Director Thomas P. Salice --- Withhold 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Williams-Sonoma, Inc. *WSM* 969904101 03/29/04 1,415 1 Elect Directors For For Mgmt 1.1 Elect Director W. Howard Lester --- For We recommend a vote FOR the directors. 1.2 Elect Director Edward A. Mueller --- For 1.3 Elect Director Sanjiv Ahuja --- For 1.4 Elect Director Adrian D.P. Bellamy --- For 1.5 Elect Director Patrick J. Connolly --- For 1.6 Elect Director Jeanne P. Jackson --- For 1.7 Elect Director Michael R. Lynch --- For 1.8 Elect Director Richard T. Robertson --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.89 percent is within the allowable cap for this company of 10.55 percent. 3 Ratify Auditors For For Mgmt 05/07/04 - A WILLIS GROUP HOLDINGS LTD *WSH* G96655108 03/09/04 1,070 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt
N-PX24th "Page" of 25TOC1stPreviousNextBottomJust 24th
[Enlarge/Download Table] WST GROWTH FUND --------------- ------------------------------------------------------------------------------------------------------------------------------------ HEWLETT-PACKARD COMPANY HPQ Annual Meeting Date: 17-03-2004 Issuer: 428236 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against ------------------------------------------------------------------------------------------------------------------------------------ Number Proposal Type Cast Mgmt. 01 ELECTION OF DIRECTORS Management For For L.T. BABBIO, JR. Management For For P.C. DUNN Management For For C.S. FIORINA Management For For R.A. HACKBORN Management For For G.A. KEYWORTH II Management For For R.E. KNOWLING, JR. Management For For S.M. LITVACK Management For For R.L. RYAN Management For For L.S. SALHANY Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 04 S/H PROPOSAL - PROXY PROCESS/STATEMENT Shareholder For Against Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 10,000 10,000 15-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ NOKIA CORPORATION NOK Annual Meeting Date: 25-03-2004 Issuer: 654902 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against ------------------------------------------------------------------------------------------------------------------------------------ Number Proposal Type Cast Mgmt. 1A MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 1B DIVIDEND Management For For 1C MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 1E ELECTION OF DIRECTORS Management For For PAUL J. COLLINS Management For For GEORG EHRNROOTH Management For For BENGT HOLMSTROM Management For For PER KARLSSON Management For For JORMA OLLILA Management For For MARJORIE SCARDINO Management For For VESA VAINIO Management For For ARNE WESSBERG Management For For 1G RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 2 AUTHORIZE DIRECTORS TO DECREASE SHARE CAPITAL Management For For 3 AUTHORIZE DIRECTORS TO INCREASE SHARE CAPITAL Management For For 4 AUTHORIZE REISSUANCE OF REPURCHASED SHARES Management For For 5 MISCELLANEOUS SHAREHOLDER EQUITY - GLOBAL Management For For 6 AUTHORIZE DIRECTORS TO INCREASE SHARE CAPITAL Management For For 7 CHANGE STOCK EXCHANGE LISTING Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 204 11,000 11,000 11-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ TYCO INTERNATIONAL LTD. TYC Annual Meeting Date: 25-03-2004 Issuer: 902124 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For DENNIS C. BLAIR Management For For EDWARD D. BREEN Management For For GEORGE W. BUCKLEY Management For For BRIAN DUPERREAULT Management For For BRUCE S. GORDON Management For For JOHN A. KROL Management For For MACKEY J. MCDONALD Management For For H. CARL MCCALL Management For For BRENDAN R. O'NEILL Management For For SANDRA S. WIJNBERG Management For For JEROME B. YORK Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 AMEND ARTICLES/BYLAW/CHARTER-ORGANIZATION RELATED Management For For 04 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 05 S/H PROPOSAL - REQUIRE ENVIRONMENTAL REPORTING Shareholder For Against 06 S/H PROPOSAL - REINCORPORATE IN OTHER STATE Shareholder Against For 07 S/H - TOBACCO/YOUTH Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 106 7,600 7,600 24-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ THE NEW YORK TIMES COMPANY NYT Annual Meeting Date: 13-04-2004 Issuer: 650111 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For RAUL E. CESAN Management For For WILLIAM E. KENNARD Management For For THOMAS MIDDELHOFF Management For For HENRY B. SCHACHT Management For For DONALD M. STEWART Management For For 02 ADOPT NON-EMPLOYEE DIRECTOR PLAN Management For For 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 107 4,000 4,000 23-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ CATERPILLAR INC. CAT Annual Meeting Date: 14-04-2004 Issuer: 149123 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For JOHN T. DILLON Management For For JUAN GALLARDO Management For For WILLIAM A. OSBORN Management For For GORDON R. PARKER Management For For EDWARD B. RUST, JR. Management For For 02 AMEND STOCK OPTION PLAN Management For For 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 04 S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO Shareholder Against For RATIFY POISON PILL 05 S/H PROPOSAL - SPIN-OFF/SELL COMPANY ASSETS Shareholder Against For 06 S/H PROPOSAL - HEALTH ISSUES Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 101 2,500 2,500 23-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB Annual Meeting Date: 14-04-2004 Issuer: 806857 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For J. DEUTCH Management For For J.S. GORELICK Management For For A. GOULD Management For For T. ISAAC Management For For A. LAJOUS Management For For A. LEVY-LANG Management For For D. PRIMAT Management For For T. SANDVOLD Management For For N. SEYDOUX Management For For L.G. STUNTZ Management For For 02 MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 03 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 108 3,500 3,500 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS INSTRUMENTS INCORPORATED TXN Annual Meeting Date: 15-04-2004 Issuer: 882508 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For J.R. ADAMS Management For For D.L. BOREN Management For For D.A. CARP Management For For T.J. ENGIBOUS Management For For G.W. FRONTERHOUSE Management For For D.R. GOODE Management For For W.R. SANDERS Management For For R.J. SIMMONS Management For For R.K. TEMPLETON Management For For C.T. WHITMAN Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H - EXPENSING OF STOCK OPTIONS Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 104 6,500 6,500 24-03-2004 ------------------------------------------------------------------------------------------------------------------------------------ CITIGROUP INC. C Annual Meeting Date: 20-04-2004 Issuer: 172967 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For C. MICHAEL ARMSTRONG Management For For ALAIN J.P. BELDA Management For For GEORGE DAVID Management For For KENNETH T. DERR Management For For JOHN M. DEUTCH Management For For R. HERNANDEZ RAMIREZ Management For For ANN DIBBLE JORDAN Management For For DUDLEY C. MECUM Management For For RICHARD D. PARSONS Management For For ANDRALL E. PEARSON Management For For CHARLES PRINCE Management For For ROBERT E. RUBIN Management For For FRANKLIN A. THOMAS Management For For SANFORD I. WEILL Management For For ROBERT B. WILLUMSTAD Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H PROPOSAL - LIMIT COMPENSATION Shareholder Against For 04 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 05 S/H PROPOSAL - DECLASSIFY BOARD Shareholder Against For 06 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 101 4,500 4,500 05-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ STATE STREET CORPORATION STT Annual Meeting Date: 21-04-2004 Issuer: 857477 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For K. BURNES Management For For D. GRUBER Management For For L. HILL Management For For C. LAMANTIA Management For For R. WEISSMAN Management For For 02 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 3,250 3,250 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ JOHNSON & JOHNSON JNJ Annual Meeting Date: 22-04-2004 Issuer: 478160 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For GERARD N. BURROW Management For For MARY S. COLEMAN Management For For JAMES G. CULLEN Management For For ROBERT J. DARRETTA Management For For M. JUDAH FOLKMAN Management For For ANN D. JORDAN Management For For ARNOLD G. LANGBO Management For For SUSAN L. LINDQUIST Management For For LEO F. MULLIN Management For For STEVEN S REINEMUND Management For For DAVID SATCHER Management For For HENRY B. SCHACHT Management For For WILLIAM C. WELDON Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H - REPORT ON CHARITABLE CONRIBUTIONS Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 104 3,800 3,800 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ LOCKHEED MARTIN CORPORATION LMT Annual Meeting Date: 22-04-2004 Issuer: 539830 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For E.C."PETE"ALDRIDGE, JR. Management For For NOLAN D. ARCHIBALD Management For For NORMAN R. AUGUSTINE Management For For MARCUS C. BENNETT Management For For VANCE D. COFFMAN Management For For GWENDOLYN S. KING Management For For DOUGLAS H. MCCORKINDALE Management For For EUGENE F. MURPHY Management For For JOSEPH W. RALSTON Management For For FRANK SAVAGE Management For For ANNE STEVENS Management For For ROBERT J. STEVENS Management For For JAMES R. UKROPINA Management For For DOUGLAS C. YEARLEY Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 04 S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO Shareholder Against For RATIFY POISON PILL 05 S/H - AUDITOR ON NOT GIVING CONSULTING ADVISE Shareholder Against For 06 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 109 3,500 3,500 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ PFIZER INC. PFE Annual Meeting Date: 22-04-2004 Issuer: 717081 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. 01 ELECTION OF DIRECTORS Management For For MICHAEL S. BROWN Management For For M. ANTHONY BURNS Management For For ROBERT N. BURT Management For For W. DON CORNWELL Management For For WILLIAM H. GRAY III Management For For CONSTANCE J. HORNER Management For For WILLIAM R. HOWELL Management For For STANLEY O. IKENBERRY Management For For GEORGE A. LORCH Management For For HENRY A. MCKINNELL Management For For DANA G. MEAD Management For For FRANKLIN D. RAINES Management For For RUTH J. SIMMONS Management For For WILLIAM C. STEERE, JR. Management For For JEAN-PAUL VALLES Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT STOCK OPTION PLAN Management For For 04 S/H PROPOSAL - HEALTH ISSUES Shareholder Against For 05 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 06 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 07 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For 08 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 09 S/H - EXPENSING OF STOCK OPTIONS Shareholder Against For 10 S/H PROPOSAL - HEALTH ISSUES Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 6,000 6,000 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ AMERICAN EXPRESS COMPANY AXP Annual Meeting Date: 26-04-2004 Issuer: 025816 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For D.F. AKERSON Management For For C. BARSHEFSKY Management For For W.G. BOWEN Management For For U.M. BURNS Management For For K.I. CHENAULT Management For For P.R. DOLAN Management For For V.E. JORDAN, JR. Management For For J. LESCHLY Management For For R.A. MCGINN Management For For E.D. MILLER Management For For F.P. POPOFF Management For For R.D. WALTER Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For 04 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 109 4,500 4,500 06-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ ANHEUSER-BUSCH COMPANIES, INC. BUD Annual Meeting Date: 28-04-2004 Issuer: 035229 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For AUGUST A. BUSCH III Management For For CARLOS FERNANDEZ G. Management For For JAMES R. JONES Management For For ANDREW C. TAYLOR Management For For DOUGLAS A. WARNER III Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 4,000 4,000 05-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ GENERAL ELECTRIC COMPANY GE Annual Meeting Date: 28-04-2004 Issuer: 369604 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 0A ELECTION OF DIRECTORS Management For For JAMES I. CASH, JR. Management For For DENNIS D. DAMMERMAN Management For For ANN M. FUDGE Management For For CLAUDIO X. GONZALEZ Management For For JEFFREY R. IMMELT Management For For ANDREA JUNG Management For For ALAN G. LAFLEY Management For For KENNETH G. LANGONE Management For For RALPH S. LARSEN Management For For ROCHELLE B. LAZARUS Management For For SAM NUNN Management For For ROGER S. PENSKE Management For For ROBERT J. SWIERINGA Management For For DOUGLAS A. WARNER III Management For For ROBERT C. WRIGHT Management For For 0B RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 0C ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN Management For For 01 S/H PROPOSAL - ADOPT CUMULATIVE VOTING Shareholder Against For 02 S/H PROPOSAL - ANIMAL RIGHTS Shareholder Against For 03 S/H - RESEARCH RENEWABLE ENERGY Shareholder Against For 04 S/H PROPOSAL - HEALTH ISSUES Shareholder Against For 05 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 06 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 07 S/H - CREATE A NON-DISCRIMATORY SEXUAL ORIENTATION Shareholder Against For POLICY 08 S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO Shareholder Against For RATIFY POISON PILL 09 S/H PROPOSAL - LIMIT COMPENSATION Shareholder Against For 10 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 11 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 12 S/H PROPOSAL - ENHANCE STOCK VALUE VIA MERGER/SALE Shareholder Against For 13 S/H - INDEXING OF STOCK OPTIONS Shareholder Against For 14 S/H PROPOSAL - REQUIRE MAJORITY OF DIRECTORS Shareholder Against For TO BE INDEPENDENT 15 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 7,250 7,250 05-04-2004 ------------------------------------------------------------------------------------------------------------------------------------ Contested Consent AFL Meeting Date: AFLAC INCORPORATED 03-05-2004 Issuer: 001055 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For DANIEL P. AMOS Management For For JOHN SHELBY AMOS II Management For For MICHAEL H. ARMACOST Management For For KRISS CLONINGER, III Management For For JOE FRANK HARRIS Management For For ELIZABETH J. HUDSON Management For For KENNETH S. JANKE, SR. Management For For DOUGLAS W. JOHNSON Management For For ROBERT B. JOHNSON Management For For CHARLES B. KNAPP Management For For HIDEFUMI MATSUI Management For For NOBUHIRO MORI Management For For E. STEPHEN PURDOM, M.D. Management For For BARBARA K. RIMER Management For For MARVIN R. SCHUSTER Management For For GLENN VAUGHN, JR. Management For For ROBERT L. WRIGHT Management For For 02 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 102 6,000 6,000 02-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ PEPSICO, INC. PEP Annual Meeting Date: 05-05-2004 Issuer: 713448 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For J.F. AKERS Management For For R.E. ALLEN Management For For R.L. HUNT Management For For A.C. MARTINEZ Management For For I.K. NOOYI Management For For F.D. RAINES Management For For S.S. REINEMUND Management For For S.P. ROCKEFELLER Management For For J.J. SCHIRO Management For For F.A. THOMAS Management For For C.M. TRUDELL Management For For S.D. TRUJILLO Management For For D. VASELLA Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For For 04 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 05 S/H PROPOSAL - HEALTH ISSUES Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 108 4,500 4,500 04-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ BOSTON SCIENTIFIC CORPORATION BSX Annual Meeting Date: 11-05-2004 Issuer: 101137 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For URSULA M. BURNS Management For For MARYE ANNE FOX Management For For N.J. NICHOLAS, JR. Management For For JOHN E. PEPPER Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 107 5,000 5,000 10-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ WASTE MANAGEMENT, INC. WMI Annual Meeting Date: 14-05-2004 Issuer: 94106L ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For PASTORA CAFFERTY Management For For FRANK M. CLARK, JR. Management For For ROBERT S. MILLER Management For For A. MAURICE MYERS Management For For JOHN C. POPE Management For For W. ROBERT REUM Management For For STEVEN G. ROTHMEIER Management For For DAVID P. STEINER Management For For CARL W. VOGT Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For For 04 ADOPT INCENTIVE STOCK OPTION PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 109 7,000 7,000 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ AMERICAN INTERNATIONAL GROUP, INC. AIG Annual Meeting Date: 19-05-2004 Issuer: 026874 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For M. AIDINOFF Management For For P. CHIA Management For For M. COHEN Management For For W. COHEN Management For For M. FELDSTEIN Management For For E. FUTTER Management For For M. GREENBERG Management For For C. HILLS Management For For F. HOENEMEYER Management For For R. HOLBROOKE Management For For D. KANAK Management For For H. SMITH Management For For M. SULLIVAN Management For For E. TSE Management For For F. ZARB Management For For 02 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 03 ADOPT DIRECTOR STOCK OPTION PLAN Management For For 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 05 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 06 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 07 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 107 3,000 3,000 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ INTEL CORPORATION INTC Annual Meeting Date: 19-05-2004 Issuer: 458140 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For CRAIG R. BARRETT Management For For CHARLENE BARSHEFSKY Management For For E. JOHN P. BROWNE Management For For ANDREW S. GROVE Management For For D. JAMES GUZY Management For For REED E. HUNDT Management For For PAUL S. OTELLINI Management For For DAVID S. POTTRUCK Management For For JANE E. SHAW Management For For JOHN L. THORNTON Management For For DAVID B. YOFFIE Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For For 04 S/H - EXPENSING OF STOCK OPTIONS Shareholder Against For 05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 06 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 100 7,000 7,000 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ TARGET CORPORATION TGT Annual Meeting Date: 19-05-2004 Issuer: 87612E ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For CALVIN DARDEN Management For For MICHELE J. HOOPER Management For For ANNE M. MULCAHY Management For For STEPHEN W. SANGER Management For For WARREN R. STALEY Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT OMNIBUS STOCK OPTION PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 106 5,400 5,400 14-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ MARSH & MCLENNAN COMPANIES, INC. MMC Annual Meeting Date: 20-05-2004 Issuer: 571748 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For LEWIS W. BERNARD Management For For MATHIS CABIALLAVETTA Management For For ZACHARY W. CARTER Management For For ROBERT F. ERBURU Management For For OSCAR FANJUL Management For For RAY J. GROVES Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 102 3,000 3,000 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ RADIOSHACK CORPORATION RSH Annual Meeting Date: 20-05-2004 Issuer: 750438 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For FRANK J. BELATTI Management For For RONALD E. ELMQUIST Management For For ROBERT S. FALCONE Management For For DANIEL R. FEEHAN Management For For RICHARD J. HERNANDEZ Management For For LAWRENCE V. JACKSON Management For For ROBERT J. KAMERSCHEN Management For For H. EUGENE LOCKHART Management For For JACK L. MESSMAN Management For For WILLIAM G. MORTON, JR. Management For For THOMAS G. PLASKETT Management For For LEONARD H. ROBERTS Management For For EDWINA D. WOODBURY Management For For 02 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 6,000 6,000 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ TEVA PHARMACEUTICAL INDUSTRIES LIMIT TEVA Annual Meeting Date: 20-05-2004 Issuer: 881624 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 CHANGE STOCK EXCHANGE LISTING Management For For 02 CHANGE STOCK EXCHANGE LISTING Management For For 3A CHANGE STOCK EXCHANGE LISTING Management For For 3B CHANGE STOCK EXCHANGE LISTING Management For For 3C CHANGE STOCK EXCHANGE LISTING Management For For 3D CHANGE STOCK EXCHANGE LISTING Management For For 3E CHANGE STOCK EXCHANGE LISTING Management For For 04 CHANGE STOCK EXCHANGE LISTING Management For For 05 CHANGE STOCK EXCHANGE LISTING Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 209 2,800 2,800 11-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ EXXON MOBIL CORPORATION XOM Annual Meeting Date: 26-05-2004 Issuer: 30231G ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For M.J. BOSKIN Management For For J.R. HOUGHTON Management For For W.R. HOWELL Management For For R.C. KING Management For For P.E. LIPPINCOTT Management For For H.J. LONGWELL Management For For H.A. MCKINNELL, JR. Management For For M.C. NELSON Management For For L.R. RAYMOND Management For For W.V. SHIPLEY Management For For R.W. TILLERSON Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 04 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 05 S/H PROPOSAL - POLITICAL/GOVERNMENT Shareholder Against For 06 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against For 07 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For 08 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 09 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 10 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 11 S/H PROPOSAL - ENVIRONMENTAL Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 102 4,000 4,000 14-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ NEXTEL COMMUNICATIONS, INC. NXTL Annual Meeting Date: 27-05-2004 Issuer: 65332V ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For KEITH J. BANE Management For For V. JANET HILL Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 AMEND STOCK PURCHASE PLAN Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 6,500 6,500 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ THE HOME DEPOT, INC. HD Annual Meeting Date: 27-05-2004 Issuer: 437076 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For GREGORY D. BRENNEMAN Management For For RICHARD H. BROWN Management For For JOHN L. CLENDENIN Management For For BERRY R. COX Management For For CLAUDIO X. GONZALEZ Management For For MILLEDGE A. HART, III Management For For BONNIE G. HILL Management For For KENNETH G. LANGONE Management For For ROBERT L. NARDELLI Management For For ROGER S. PENSKE Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For 03 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For 04 S/H PROPOSAL - RESCIND OR ALLOW SHAREHOLDER TO Shareholder Against For RATIFY POISON PILL 05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 06 S/H PROPOSAL - HUMAN RIGHTS RELATED Shareholder Against For 07 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against For 08 S/H PROPOSAL - BOARD OF DIRECTORS Shareholder Against For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 102 5,500 5,500 13-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ BIOGEN IDEC INC. BIIB Annual Meeting Date: 16-06-2004 Issuer: 09062X ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For ALAN BELZER Management For For MARY L. GOOD Management For For JAMES C. MULLEN Management For For BRUCE R. ROSS Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 103 3,700 3,700 25-05-2004 ------------------------------------------------------------------------------------------------------------------------------------ INTERACTIVECORP IACI Annual Meeting Date: 23-06-2004 Issuer: 45840Q ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For RICHARD N. BARTON Management For For ROBERT R. BENNETT Management For For EDGAR BRONFMAN, JR. Management For For BARRY DILLER Management For For VICTOR A. KAUFMAN Management For For DONALD R. KEOUGH* Management For For MARIE-JOSEE KRAVIS Management For For JOHN C. MALONE Management For For STEVEN RATTNER Management For For GEN. H.N. SCHWARZKOPF* Management For For ALAN G. SPOON* Management For For DIANE VON FURSTENBERG Management For For 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 101 5,500 5,500 16-06-2004 ------------------------------------------------------------------------------------------------------------------------------------ A.G.EDWARDS, INC. AGE Annual Meeting Date: 24-06-2004 Issuer: 281760 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF DIRECTORS Management For For ROBERT L. BAGBY Management For For DR. E. EUGENE CARTER Management For For PETER B. MADOFF Management For For 02 ADOPT OMNIBUS STOCK OPTION PLAN Management For For 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 108 4,250 4,250 17-06-2004 ------------------------------------------------------------------------------------------------------------------------------------ ROYAL DUTCH PETROLEUM COMPANY RD Annual Meeting Date: 28-06-2004 Issuer: 780257 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote For or Against Number Proposal Type Cast Mgmt. ------------------------------------------------------------------------------------------------------------------------------------ 2A MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 2B DIVIDEND Management For For 2C MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 2D MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 03 MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 04 MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 05 MISCELLANEOUS CORPORATE GOVERNANCE - GLOBAL Management For For 06 AUTHORIZE DIRECTORS TO DECREASE SHARE CAPITAL Management For For 07 AUTHORIZE DIRECTORS TO REPURCHASE SHARES Management For For Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- WST (8612-9033) 11021-03-L 804 3,000 3,000 16-06-2004
N-PXLast "Page" of 25TOC1stPreviousNextBottomJust 25th
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. The Nottingham Investment Trust II By: (Signature and Title) /s/ Douglas S. Folk __________________________________ Douglas S. Folk President and Principal Executive Officer, EARNEST Partners Fixed Income Trust Date: August 30, 2004 By: (Signature and Title) /s/ Richard K. Bryant ___________________________________ Richard K. Bryant Trustee, The Nottingham Investment Trust II President and Principal Executive Officer, Capital Value Fund Date: August 31, 2004 By: (Signature and Title) /s/ Keith A. Lee ____________________________________ Keith A. Lee Trustee, The Nottingham Investment Trust II Vice President and Principal Executive Officer, The Brown Capital Management Equity Fund, The Brown Capital Management Balanced Fund, The Brown Capital Management Small Company Fund, The Brown Capital Management International Equity Fund, and The Brown Capital Management Mid-Cap Fund Date: August 26, 2004 By: (Signature and Title) /s/ Lawrence N. Smith, Jr. _____________________________________ Lawrence N. Smith, Jr. Principal Executive Officer, WST Growth Fund Date: August 25, 2004

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This N-PX Filing   Date First   Last      Other Filings
7/1/031
8/31/0319
9/12/0359
11/30/03711
12/31/0319
For The Period Ended6/30/041
8/25/0425497
8/26/0425497
8/30/0425
Filed On / Filed As Of / Effective As Of8/31/0425
12/31/0419N-Q
 
TopList All Filings


Filing Submission 0000869351-04-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri, 29 Aug 18:06:02.3 GMT