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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number: 811-05807
NAIC Growth Fund, Inc.
(Exact name of registrant as specified in charter)
711 W. 13 Mile Rd.
Madison Heights, MI 48071
(Address of principal executive offices) (zip code)
Kenneth S. Janke, President
NAIC Growth Fund, Inc.
711 W. 13 Mile Road
Madison Heights, MI 48071
(248) 583-6242
(Name and address of agent for service)
Registrant's telephone number, including area code: (248) 583-6242
Date of fiscal year end: 12-31
Date of reporting period: 7-1-2003 thru 6-30-2004
ITEM 1. PROXY VOTING RECORD
Issuer: Abbott Laboratories Ticker Symbol: ABT Cusip: 002824100
Shareholder Meeting Date: 04-23-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of Deloitte & Touche LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
The Board of Directors recommended a vote "AGAINST" items 3 through 6.
3 - Shareholder Proposal - Prescription Drugs.
4 - Shareholder Proposal - Political Contributions.
5 - Shareholder Proposal - Option Grants for Senior Executives.
6 - Shareholder Proposal - Global Infectious Diseases.
All were a vote AGAINST shareowner proposals by the Fund.
Issuer: AFLAC Incorporated Ticker Symbol: AFL Cusip: 001055102
Shareholder Meeting Date: 05-03-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
To consider and approve the 2004 AFLAC incorporated Long-Term
Incentive Plan, proposed by the issuer, a vote FOR the proposal was
cast by the Fund as recommended by management.
Ratification of the appointment of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: American International Group Incorporated Ticker Symbol: AIG
Cusip: 026874107
Shareholder Meeting Date: 05-19-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management with exception to
Mr. Cohen.
Adopt Chief Executive Officer Annual Compensation Plan, proposed by
the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Adopt a Director Stock Plan, proposed by the issuer, a vote FOR the
proposal was cast by the Fund as recommended by management.
Ratification of the appointment of independent accountants,
proposed by the issuer, a vote FOR the ratification was cast by the
Fund as recommended by management.
The Board of Directors recommended a vote "AGAINST" items 5, 6 and 7.
5 - Shareholder proposal I described in the proxy statement.
6 - Shareholder proposal II described in the proxy statement.
7 - Shareholder proposal III described in the proxy statement.
All were a vote AGAINST shareowner proposals by the Fund.
Issuer: Avery Dennison Corporation Ticker Symbol: AVY
Cusip: 053611109
Shareholder Meeting Date: 04-22-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors, proposed by the issuer, a vote FOR the
ratification was cast by the Fund as recommended by management.
Reapproval of the Senior Executive Leadership Compensation Plan,
proposed by the issuer, a vote FOR the proposal was cast by the
Fund as recommended by management.
Reapproval of the Executive Long-Term Incentive Plan, proposed by
the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Issuer: Bank One Corporation Ticker Symbol: ONE Cusip: 06423A103
Shareholder Meeting Date: 05-25-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Merger Proposal, proposed by the issuer, a vote FOR the proposal
was cast by the Fund as recommended by management.
Ratification of the appointment of independent auditors, proposed by
the issuer, a vote FOR the ratification was cast by the Fund as
recommended by management.
Issuer: Carlisle Companies Incorporated Ticker Symbol: CSL
Cusip: 142339100
Shareholder Meeting Date: 04-20-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approve the Company's Amended and Restated Executive Incentive Program,
proposed by the issuer, a vote AGAINST the proposal was cast by the
Fund.
Approve the Company's Senior Management Incentive Compensation Plan,
proposed by the issuer, a vote FOR the proposal was cast by the Fund
as recommended by management.
Issuer: Citigroup Incorporated Ticker Symbol: CCI Cusip: 172967101
Shareholder Meeting Date: 04-20-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the selection of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
The Board of Directors recommended a vote "AGAINST" each of proposals
3 through 6.
3 - Stockholder proposal requesting a curb on executive compensation,
no future stock option grants and no renewals or extensions of
option plans.
4 - Stockholder proposal requesting a report on political contributions.
5 - Stockholder proposal requesting a discontinuation of all rights,
options, SAR's and possible severance payments to the top 5 of
management.
6 - Stockholder proposal requesting that the chairman of the Board have
no management duties, titles or responsibilities.
All were a vote AGAINST shareowner proposals by the Fund.
Issuer: Colgate-Palmolive Company Ticker Symbol: CL.N Cusip: 194162103
Shareholder Meeting Date: 05-07-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the selection of PricewaterhouseCoopers as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Reapproval of portions of the company's stockholder-approved Executive
Incentive Compensation Plan, proposed by the issuer, a vote FOR the
proposal was cast by the Fund as recommended by management.
The Board of Directors recommends a vote "AGAINST" items 4, 5, and 6.
4 - Stockholder proposal on "Golden Parachute" severance pay.
5 - Stockholder proposal on workplace human rights.
6 - Stockholder proposal on independent chairman.
All were a vote AGAINST the shareowner proposals except number 4,
which was a vote FOR.
Issuer: Comerica Incorporated Ticker Symbol: CMA Cusip: 200340107
Shareholder Meeting Date: 05-18-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approval and ratification of the Comerica incorporated amended and
restated employee stock purchase plan, proposed by the issuer, a
vote FOR the ratification was cast by the Fund as recommended by
management.
Approval of the Comerica incorporated incentive plan for non-employee
directors, proposed by the issuer, a vote FOR the proposal was cast
by the Fund as recommended by management.
Ratification of the appointment of Ernst & Young LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: Diebold Incorporated Ticker Symbol: DBD Cusip: 253651103
Shareholder Meeting Date: 04-22-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: First Industrial Realty Trust, Incorporated Ticker Symbol: FR
Cusip: 32054K103
Shareholder Meeting Date: 05-12-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: General Electric Company Ticker Symbol: GE Cusip: 369604103
Shareholder Meeting Date: 04-28-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management, except for
Claudio X. Gonzalez and Sam Nunn.
Ratification of the appointment of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Revenue Measurement Added to Executive Officer Performance Goals,
proposed by the issuer, a vote FOR the proposal was cast by the Fund
as recommended by management.
The Board of Directors recommended a vote "AGAINST" shareowner
proposals 1 through 15.
1. Cumulative Voting
2. Animal Testing
3. Nuclear Risk
4. Report on PCB Cleanup Costs
5. Offshore Sourcing
6. Sustainability Index
7. Compensation Committee Independence
8. Pay Disparity
9. End Stock Options and Bonuses
10. Limit Outside Directorships
11. Independent Board Chairman
12. Explore Sale of Company
13. Holding Stock from Stock Options
14. Board Independence
15. Political Contributions
All were a vote AGAINST the shareowner proposals except number 10,
which was a vote FOR.
Issuer: H.J. Heinz Company Ticker Symbol: HNZ Cusip: 423074103
Shareholder Meeting Date: 09-08-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of auditors, proposed by the issuer, a vote FOR the
ratification was cast by the Fund as recommended by management.
Issuer: Huntington Bancshares Incorporated Ticker Symbol: HBAN
Cusip: 446150104
Shareholder Meeting Date: 04-27-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approval of the Management Incentive Plan, as amended and restated,
proposed by the issuer, a vote FOR the proposal was cast by the Fund
as recommended by management.
Approval of the 2004 Stock and Long-Term Incentive Plan, proposed by
the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Ratification of the appointment of Deloitte & Touche LLP as
independent auditors, proposed by the issuer, a vote FOR the
ratification was cast by the Fund as recommended by management.
Issuer: Johnson & Johnson Ticker Symbol: JNJ Cusip: 478160104
Shareholder Meeting Date: 04-22-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors, proposed by the issuer, a vote FOR the
ratification was cast by the Fund as recommended by management.
The Board of Directors recommended a vote "AGAINST" Proposal 3.
3 - Shareholder Proposal on charitable contributions.
Proposal 3 was a vote AGAINST the shareowner proposal by the Fund.
Issuer: Merck & Co., Incorporated Ticker Symbol: MRK Cusip: 589331107
Shareholder Meeting Date: 04-27-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Proposal to Amend the Restated Certificate of Incorporation to Declassify
the Board of Directors, proposed by the issuer, a vote FOR the proposal
was cast by the Fund as recommended by management.
The Board of Directors recommends a vote "AGAINST" items 4 through 8.
4 - Stockholder Proposal Concerning Management Compensation.
5 - Stockholder Proposal Concerning Extension of Prescription Drug
Patents
6 - Stockholder Proposal Concerning Ethical and Social Performance of
the Company.
7 - Stockholder Proposal Concerning Use of Shareholder Resources for
Political Purposes.
8 - Stockholder Proposal Concerning a Report Related to the Global
HIV/AIDS Pandemic.
All were a vote AGAINST the shareowner proposals by the Fund.
Issuer: Newell Rubbermaid, Inc. Ticker Symbol: NWL
Cusip: 651229106
Shareholder Meeting Date: 05-12-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of Ernst & Young LLP as independent
accountants, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: O'Reilly Automotive Incorporated Ticker Symbol: ORLY
Cusip: 686091109
Shareholder Meeting Date: 05-04-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of Ernst & Young LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Ratification of New Class I Director (Term to expire in 2006):
John Murphy, proposed by the issuer, a vote FOR the proposal was
cast by the Fund as recommended by management.
Ratification of New Class I Director (Term to expire in 2006):
Ronald Rashkow, proposed by the issuer, a vote FOR the proposal
was cast by the Fund as recommended by management.
Issuer: Pentair Incorporated Ticker Symbol: PNTA Cusip: 709631105
Shareholder Meeting Date: 04-30-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approval of the compensation plan for non-employee directors, proposed
by the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Approval of the omnibus stock incentive plan, proposed by the issuer,
a vote FOR the proposal was cast by the Fund as recommended by
management.
Approval of the employee stock purchase and bonus plan, proposed by
the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Approval of the international stock purchase and bonus plan, proposed
by the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
Ratification of the appointment of Deloitte & Touche LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: PepsiCo Incorporated Ticker Symbol: PEP Cusip: 713448108
Shareholder Meeting Date: 05-05-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approval of Auditors, proposed by the issuer, a vote FOR the proposal
was cast by the Fund as recommended by management.
Approval of the 2004 Executive Incentive Compensation Plan, a vote FOR
the proposal was cast by the Fund as recommended by management.
The Board of Directors recommends a vote "AGAINST" items No. 4 and 5.
4 - Shareholder Proposal on Political Contributions.
5 - Shareholder Proposal on Global HIV/AIDS Pandemic.
Items 4 and 5 were a vote AGAINST the shareowner proposals by the Fund as
recommended by management.
Issuer: Pfizer Incorporated Ticker Symbol: PFE Cusip: 717081103
Shareholder Meeting Date: 04-22-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
A proposal to approve the Pfizer Inc. 2004 Stock Plan, proposed by
the issuer, a vote FOR the proposal was cast by the Fund as
recommended by management.
The Board of Directors recommends a vote "AGAINST" items 4 through 10.
4 - Shareholder Proposal Requesting Review of the Economic Effects
of the HIV/AIDS, TB and Malaria Pandemics on the Company's
Business Strategy.
5 - Shareholder Proposal Relating to Political Contributions.
6 - Shareholder Proposal Relating to an Annual Report on Corporate
Resources Devoted to Supporting Political Entities or Candidates.
7 - Shareholder Proposal Seeking to Impose Term Limits on Directors.
8 - Shareholder Proposal Requesting a Report on Increasing Access to
Pfizer Products.
9 - Shareholder Proposal on Stock Options.
10- Shareholder Proposal on In Vitro Testing.
All were a vote AGAINST the shareowner proposals by the Fund.
Issuer: Sigma-Aldrich Corporation Ticker Symbol: SIAL Cusip: 826552101
Shareholder Meeting Date: 05-04-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management, except
Nina V. Fedoroff, W. Lee McCollum, J. Pedro Reinhard and Barrett A. Toan.
Ratification of the appointment of KPMG LLP as independent
public accountants, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Approval of amendment to the company's certificate of incorporation to
increase authorized shares of common stock, proposed by the issuer,
a vote FOR the proposal was cast by the Fund as recommended by
management.
Issuer: State Street Corporation Ticker Symbol: STBK Cusip: 857477103
Shareholder Meeting Date: 04-21-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
The Board of Directors recommended a vote "AGAINST" item 2.
2 - To vote on a stockholder proposal to exempt the Board of Directors
from Massachusetts General Laws, Chapter 156B, Section 50A(A).
Proposal 2 was a vote AGAINST the shareowner proposal by the Fund.
Issuer: Stryker Corporation Ticker Symbol: STRY Cusip: 863667101
Shareholder Meeting Date: 04-20-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Approval of the amendment to increase the authorized common stock
to one billion shares, proposed by the issuer, a vote FOR the proposal
was cast by the Fund as recommended by management.
Issuer: Synovus Financial Corporation Ticker Symbol: SNU
Cusip: 87161C105
Shareholder Meeting Date: 04-22-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of KPMG LLP as independent
auditors, proposed by the issuer, a vote FOR the ratification
was cast by the Fund as recommended by management.
Issuer: Teleflex Incorporated Ticker Symbol: TFX Cusip: 879369106
Shareholder Meeting Date: 04-30-2004
Director election, proposed by the issuer, a vote FOR all nominees
was cast by the Fund as recommended by management.
Ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors, proposed by the issuer, a vote FOR the
ratification was cast by the Fund as recommended by management.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NAIC Growth Fund, Inc.
By /s/ Kenneth S. Janke
----------------------------
Kenneth S. Janke, President
Date: 08/25/2004