N-PX 1 segallbryant.htm SEGALL BRYANT & HAMILL Segall Bryant & Hamill
    


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: 811-07959

ADVISORS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
 
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
 
(Registrant’s Telephone Numbers, Including Area Code) (414) 765-5340
 
Eric M. Banhazl
Advisors Series Trust
2020 E. Financial Way, Suite 100
Glendora, California 91741
(Name and Address of Agent for Service)
 
Copies to:
 
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
55 Second Street
San Francisco, California 94105
 


Date of fiscal year end: April 30


Date of reporting period: June 30, 2004


 
     
 



                     
Vote Summary Report
Jul 01, 2003 - Jun 30, 2004
 
Segall Bryant & Hamill Mid Cap Fund
 
Mtg
Company/
  
Mgmt
Vote
Record
  
Shares
Date/Type
Ballot Issues
Security
Rec
Cast
Date
Prpnent
Voted
 
10/30/03 - A
Affiliated Computer Services, Inc. *ACS*
008190100
09/19/03
5,700
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Darwin Deason --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Jeffrey A. Rich --- For
        
 
1.3
Elect Director Mark A. King --- For
        
 
1.4
Elect Director Joseph P. O'Neill --- For
        
 
1.5
Elect Director Frank A. Rossi --- For
        
 
1.6
Elect Director J. Livingston Kosberg --- For
        
 
1.7
Elect Director Dennis McCuistion --- For
        
 
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
Ratify Auditors
For
For
  
Mgmt
 
 
04/27/04 - A
ALCON INC *ACL*
H01301102
03/18/04
4,575
   
Meeting for Holders of ADRs
        
 
1
APPROVAL OF THE 2003 ANNUAL REPORT AND ACCOUNTS OF ALCON, INC. AND THE 2003 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES
For
For
  
Mgmt
 
2
APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2003
For
For
  
Mgmt
 
3
DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS
For
For
  
Mgmt
 
4
ELECTION TO THE BOARD OF DIRECTORS OF: WERNER J. BAUER
For
For
  
Mgmt
 
5
ELECTION TO THE BOARD OF DIRECTORS OF: FRANCISCO CASTANER
For
For
  
Mgmt
 
6
ELECTION TO THE BOARD OF DIRECTORS OF: LODEWIJK J.R. DE VINK
For
For
  
Mgmt
 
7
ELECTION OF KPMG KLYNVELD PEAT MARWICK GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS
For
For
  
Mgmt
 
8
ELECTION OF ZENSOR REVISIONS AG, ZUG, AS SPECIAL AUDITORS
For
For
  
Mgmt
 
 
05/11/04 - A
Altera Corp. *ALTR*
021441100
03/16/04
12,675
 
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.
 
  
 
 
05/04/04 - A
Ambac Financial Group, Inc. *ABK*
023139108
03/09/04
4,785
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Phillip B. Lassiter --- For
        
 
 
We recommend a vote FOR all the directors.
 
  
 
1.2
Elect Director Michael A. Callen --- For
        
 
1.3
Elect Director Renso L. Caporali --- For
        
 
1.4
Elect Director Jill M. Considine --- For
        
 
1.5
Elect Director Richard Dulude --- For
        
 
1.6
Elect Director Robert J. Genader --- For
        
 
1.7
Elect Director W. Grant Gregory --- For
        
 
1.8
Elect Director Laura S. Unger --- For
        
 
1.9
Elect Director Henry D. G. Wallace --- For
        
 
2
Increase Authorized Common Stock
For
For
  
Mgmt
 
 
The requested increase of 150,000,000 shares is below the allowable threshold of 260,000,000 shares. We recommend a vote FOR this proposal.
 
  
 
3
Amend Non-Employee Director Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 8.15 percent is within the allowable cap for this company of 10.93 percent.
 
  
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
06/10/04 - A
American Power Conversion Corp. *APCC*
029066107
04/14/04
9,300
 
1
Fix Number of Directors
For
For
  
Mgmt
 
2
Elect Directors
For
Split
  
Mgmt
 
2.1
Elect Director Rodger B. Dowdell, Jr. --- Withhold
        
 
 
We recommend a vote FOR the directors with the exceptions of insiders Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen and affiliated outsider Ervin F. Lyon. We recommend that shareholders WITHHOLD votes from Rodger B. Dowdell, Jr., Emanuel E. Landsman and Neil E. Rasmussen for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Ervin F. Lyon for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board.
 
  
 
2.2
Elect Director Emanuel E. Landsman --- Withhold
        
 
2.3
Elect Director Neil E. Rasmussen --- Withhold
        
 
2.4
Elect Director Ervin F. Lyon --- Withhold
        
 
2.5
Elect Director James D. Gerson --- For
        
 
2.6
Elect Director John G. Kassakian --- For
        
 
2.7
Elect Director John F. Keane, Sr. --- For
        
 
2.8
Elect Director Ellen B. Richstone --- For
        
 
3
Approve Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 9.41 percent is within the allowable cap for this company of 10.68 percent. Additionally, this plan expressly forbids repricing.
 
  
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
12/18/03 - S
Apache Corp. *APA*
037411105
10/29/03
3,040
 
1
Increase Authorized Common Stock
For
For
  
Mgmt
 
 
The requested increase of 215,000,000 shares is below the allowable threshold of 354,750,000 shares.
 
  
 
 
05/06/04 - A
Apache Corp. *APA*
037411105
03/17/04
6,080
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director Eugene C. Fiedorek --- For
        
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee.
 
  
 
1.2
Elect Director Patricia Albjerg Graham --- For
        
 
1.3
Elect Director F. H. Merelli --- Withhold
        
 
1.4
Elect Director Raymond Plank --- For
        
 
2
Report on Greenhouse Gas Emissions
Against
For
  
ShrHoldr
 
 
In this case, Apache provides some disclosure on environmental topics in certain sections of the company's web site. However, ISS notes that this information is generally broad in scope and does not discuss company performance in significant detail. Further, while we commend the company for its programs to address greenhouse gas emissions abroad and commitments to future activities and transparency initiatives domestically, we note that current communication of these policies and programs is not as comprehensive as some companies in the industry. Therefore, while ISS does not believe that the creation of a separate committee is necessary per se, company policies on this issue and publicizing the findings in a report would be in line with the company's commitment to long-term environmental stewardship and in the best long-term interests of shareholders. As such, we recommend a vote for this proposal.
 
  
 
 
06/10/04 - A
Avocent Corporation *AVCT*
053893103
04/30/04
7,400
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
09/27/03 - A
Biomet, Inc. *BMET*
090613100
08/07/03
6,550
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/20/04 - A
C.H. Robinson Worldwide, Inc. *CHRW*
12541W100
03/22/04
7,850
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/20/04 - A
CDW Corp. *CDWC*
12512N105
04/01/04
3,450
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Michelle L. Collins --- For
        
 
1.2
Elect Director Casey G. Cowell --- For
        
 
1.3
Elect Director John A. Edwardson --- For
        
 
1.4
Elect Director Daniel S. Goldin --- For
        
 
1.5
Elect Director Donald P. Jacobs --- For
        
 
1.6
Elect Director Michael P. Krasny --- For
        
 
1.7
Elect Director Terry L. Lengfelder --- For
        
 
1.8
Elect Director Susan D. Wellington --- For
        
 
1.9
Elect Director Brian E. Williams --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
3
Approve Non-Employee Director Omnibus Stock Plan
For
Against
  
Mgmt
 
 
                                                    V. Vote Recommendation        We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.53 percent is above the allowable cap for this company of 10.16 percent.
 
  
 
 
05/12/04 - A
Charles River Laboratories International, Inc. *CRL*
159864107
03/15/04
6,900
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director James C. Foster --- For
        
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider George M. Milne. We recommend that shareholders WITHHOLD votes from George M. Milne for standing as an affiliated outsider on the Compensation Committee.
 
  
 
1.2
Elect Director Robert Cawthorn --- For
        
 
1.3
Elect Director Stephen D. Chubb --- For
        
 
1.4
Elect Director George E. Massaro --- For
        
 
1.5
Elect Director George M. Milne --- Withhold
        
 
1.6
Elect Director Douglas E. Rogers --- For
        
 
1.7
Elect Director Samuel O. Thier --- For
        
 
1.8
Elect Director William H. Waltrip --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
04/29/04 - A
ChoicePoint Inc. *CPS*
170388102
03/10/04
7,200
 
1
Elect Directors
For
For
  
Mgmt
 
2
Approve Deferred Compensation Plan
For
For
  
Mgmt
 
 
We recommend a vote for this proposal. This proposal would allow non-employee directors and key employees to defer their compensation in the form of stock which would further align their interests with those of shareholders. While key employees can receive contributions from the company in addition to their deferrals, this proposal would alter the medium of exchange from cash to common stock.
 
  
 
3
Ratify Auditors
For
For
  
Mgmt
 
 
10/14/03 - A
Cintas Corp. *CTAS*
172908105
08/18/03
5,025
 
1
Fix Number of Directors
For
For
  
Mgmt
 
2
Elect Directors
For
Split
  
Mgmt
 
2.1
Elect Director Richard T. Farmer --- Withhold
        
 
 
We recommend a vote FOR the directors with the exceptions of David C. Phillips, Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, Paul R. Carter, and Richard T. Farmer. We recommend that shareholders WITHHOLD votes from Richard T. Farmer for standing as an insider on the Nominating Committee, Roger L. Howe for standing as an affiliated outsider on the Audit Committee, Compensation, and Nominating Committees, David C. Phillips for standing as an affiliated outsider on the Nominating Committee, and Audit Committee members Roger L. Howe, Robert J. Herbold, Gerald V. Dirvin, and Paul R. Carter for paying excessive non-audit fees.
 
  
 
2.2
Elect Director Robert J. Kohlhepp --- For
        
 
2.3
Elect Director Scott D. Farmer --- For
        
 
2.4
Elect Director Paul R. Carter --- Withhold
        
 
2.5
Elect Director Gerald V. Dirvin --- Withhold
        
 
2.6
Elect Director Robert J. Herbold --- Withhold
        
 
2.7
Elect Director Roger L. Howe --- Withhold
        
 
2.8
Elect Director David C. Phillips --- Withhold
        
 
3
Approve Non-Employee Director Stock Option Plan
For
For
  
Mgmt
 
 
Vote Recommendation        The total cost of the company's plans of 3.26 percent is within the allowable cap for this company of 5.85 percent.
 
  
   
Shareholder Proposals
        
 
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
Establish a Nominating Committee of Independent Directors
Against
For
  
ShrHoldr
 
 
An independent nominating committee is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders.
 
  
 
6
Require Majority of Independent Directors on Board
Against
For
  
ShrHoldr
 
 
An independent board is one way to assure that shareholder interests will be adequately represented by a board that is independent of management and that does not have an interest in the company that differs from the interests of other shareholders.
 
  
 
7
Report on Code of Conduct
Against
Against
  
ShrHoldr
 
 
Given that the company already has existing policies in place, we do not believe that support of this proposal is warranted at this time.
 
  
 
 
04/28/04 - A
City National Corp. *CYN*
178566105
03/01/04
3,225
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director Russell Goldsmith --- For
        
 
 
We recommend a vote FOR the directors with the exception of affiliated outsider Ronald L. Olson. We recommend that shareholders WITHHOLD votes from Ronald L. Olson for poor attendance.
 
  
 
1.2
Elect Director Michael L. Meyer --- For
        
 
1.3
Elect Director Ronald L. Olson --- Withhold
        
 
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 8.59 percent. Additionally, this plan expressly forbids repricing.
 
  
 
3
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.
 
  
 
 
05/18/04 - A
Comerica Inc. *CMA*
200340107
03/22/04
5,525
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Ralph W. Babb, Jr. --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director James F. Cordes --- For
        
 
1.3
Elect Director Peter D. Cummings --- For
        
 
1.4
Elect Director Todd W. Herrick --- For
        
 
1.5
Elect Director William P. Vititoe --- For
        
 
1.6
Elect Director Kenneth L. Way --- For
        
 
2
Approve Employee Stock Purchase Plan
For
For
  
Mgmt
 
 
ISS approves of this plan because: (i) the number of shares being reserved is relatively conservative, (ii) the company's matching contribution is reasonable, (iii) there is no voting power dilution associated with the plan. Moreover, all the shares can be purchased in the open market.
 
  
 
3
Approve Non-Employee Director Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 4.56 percent is within the allowable cap for this company of 9.11 percent. Additionally, this plan expressly forbids repricing.
 
  
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
05/04/04 - A
Danaher Corp. *DHR*
235851102
03/10/04
2,500
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Steven M. Rales --- For
        
 
1.2
Elect Director John T. Schwieters --- For
        
 
1.3
Elect Director Alan G. Spoon --- For
        
 
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.
 
  
 
 
05/07/04 - A
Ecolab, Inc. *ECL*
278865100
03/16/04
9,515
 
1
Elect Directors
For
For
  
Mgmt
 
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 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.
 
  
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
05/19/04 - A
Everest Re Group LTD *RE*
G3223R108
03/24/04
3,645
   
Meeting for Holders of ADRs
        
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Kenneth J. Duffy --- For
        
 
 
These are routine board elections.
 
  
 
1.2
Elect Director Joseph V. Taranto --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
This is a routine item.
 
  
 
 
01/15/04 - A
Family Dollar Stores, Inc. *FDO*
307000109
11/24/03
5,500
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Howard R. Levine --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director George R. Mahoney, Jr. --- For
        
 
1.3
Elect Director Mark R. Bernstein --- For
        
 
1.4
Elect Director Sharon Allred Decker --- For
        
 
1.5
Elect Director Edward C. Dolby --- For
        
 
1.6
Elect Director Glenn A. Eisenberg --- For
        
 
1.7
Elect Director James G. Martin --- For
        
 
2
Approve Non-Employee Director Stock Option Plan
For
For
  
Mgmt
 
 
Vote Recommendation        The total cost of the company's plans of 4.52 percent is within the allowable cap for this company of 7.79 percent.
 
  
 
3
Ratify Auditors
For
For
  
Mgmt
 
 
05/13/04 - A
Gentex Corp. *GNTX*
371901109
03/19/04
8,200
 
1
Elect Directors
For
For
  
Mgmt
 
2
Amend Stock Option Plan
For
For
  
Mgmt
 
3
Increase Authorized Common Stock
For
For
  
Mgmt
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
06/09/04 - A
GLOBAL SANTA FE CORP.(formerly Santa Fe International Corp) *GSF*
G3930E101
04/07/04
9,650
   
Meeting for Holders of ADRs
        
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Ferdinand A. Berger --- For
        
 
 
These are routine reappointments.
 
  
 
1.2
Elect Director Khaled R. Al-Haroon --- For
        
 
1.3
Elect Director Edward R. Muller --- For
        
 
1.4
Elect Director Paul J. Powers --- For
        
 
1.5
Elect Director John L. Whitmire --- For
        
 
2
PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS.
For
For
  
Mgmt
 
 
ISS believes the appointment of telephonic and electronic voting is a positive change as it would facilitate voting especially by overseas institutional investors. With greater shareholder participation in voting, this should, theoretically, increase the board's accountability to shareholders. Therefore, we support this resolution.
 
  
 
3
PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED.
For
For
  
Mgmt
 
 
Because removing the restrictions on the establishment of stock ownership guidelines could better align the interests of shareholders and directors, it is recommended that shareholders support this item.
 
  
 
4
PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004.
For
For
  
Mgmt
 
 
This is a routine item.
 
  
 
 
04/23/04 - A
Graco Inc. *GGG*
384109104
02/23/04
7,325
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
02/17/04 - A
Health Management Associates, Inc. *HMA*
421933102
12/19/03
7,425
 
1
Elect Directors
For
For
  
Mgmt
 
 
10/30/03 - A
Intuit, Inc. *INTU*
461202103
09/02/03
6,510
 
1
Elect Directors
For
For
  
Mgmt
 
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
  
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.
 
  
 
3
Ratify Auditors
For
For
  
Mgmt
 
 
01/13/04 - A
Jabil Circuit, Inc. *JBL*
466313103
11/14/03
7,000
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director William D. Morean --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Thomas A. Sansone --- For
        
 
1.3
Elect Director Timothy L. Main --- For
        
 
1.4
Elect Director Lawrence J. Murphy --- For
        
 
1.5
Elect Director Mel S. Lavitt --- For
        
 
1.6
Elect Director Steven A. Raymund --- For
        
 
1.7
Elect Director Frank A. Newman --- For
        
 
1.8
Elect Director Laurence S. Grafstein --- For
        
 
2
Amend Omnibus Stock Plan
For
For
  
Mgmt
 
 
Vote Recommendation        The total cost of the company's proposed share increase amendment to the 2002 Incentive Plan and all outstanding plans of 10.38 percent is within the allowable cap for this company of 12.41 percent. Furthermore, the amendment expressly prohibits the repricing of outstanding stock options granted under the Incentive Plan. The third proposed amendment seeks shareholder approval for certain modifications or amendments to the Incentive Plan that are deemed material.
 
  
 
3
Ratify Auditors
For
For
  
Mgmt
 
 
02/10/04 - A
Jacobs Engineering Group Inc. *JEC*
469814107
01/05/04
6,775
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/24/04 - A
Jefferies Group, Inc *JEF*
472319102
03/26/04
5,875
 
1
Elect Directors
For
For
  
Mgmt
 
2
Increase Authorized Common Stock
For
Against
  
Mgmt
 
 
04/28/04 - A
Kohl's Corp. *KSS*
500255104
03/03/04
4,125
 
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.
 
  
 
 
05/27/04 - A
Lamar Advertising Company *LAMR*
512815101
04/05/04
7,075
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Anna Reilly Cullinan --- For
        
 
1.2
Elect Director John Maxwell Hamilton --- For
        
 
1.3
Elect Director Robert M. Jelenic --- For
        
 
1.4
Elect Director Charles W. Lamar, III --- For
        
 
1.5
Elect Director Stephen P. Mumblow --- For
        
 
1.6
Elect Director Thomas V. Reifenheiser --- For
        
 
1.7
Elect Director Kevin P. Reilly, Jr. --- For
        
 
2
Amend Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote RecommendationThe total cost of the company's plan is 3.80 percent, which is within the allowable cap for this company of 12.30 percent.
 
  
 
 
11/05/03 - A
Linear Technology Corp. *LLTC*
535678106
09/08/03
3,450
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director Robert H. Swanson, Jr. --- Withhold
        
 
 
We recommend a vote FOR the directors with the exception of insider Robert H. Swanson, Jr. We recommend that shareholders WITHHOLD votes from Robert H. Swanson, Jr., for failure to establish an independent nominating committee.
 
  
 
1.2
Elect Director David S. Lee --- For
        
 
1.3
Elect Director Leo T. McCarthy --- For
        
 
1.4
Elect Director Richard M. Moley --- For
        
 
1.5
Elect Director Thomas S. Volpe --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
04/30/04 - A
Littelfuse, Inc. *LFUS*
537008104
03/12/04
10,950
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/06/04 - A
Mettler-Toledo International Inc. *MTD*
592688105
03/08/04
6,675
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Robert F. Spoerry --- For
        
 
1.2
Elect Director Philip Caldwell --- For
        
 
1.3
Elect Director John T. Dickson --- For
        
 
1.4
Elect Director Philip H. Geier --- For
        
 
1.5
Elect Director John D. Macomber --- For
        
 
1.6
Elect Director Hans Ulrich Maerki --- For
        
 
1.7
Elect Director George M. Milne, Jr. --- For
        
 
1.8
Elect Director Thomas P. Salice --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 10.93 percent is within the allowable cap for this company of 12.51 percent. Additionally, this plan expressly forbids repricing.
 
  
 
 
08/15/03 - A
Microchip Technology, Inc. *MCHP*
595017104
06/20/03
7,025
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Steve Sanghi --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Albert J. Hugo-Martinez --- For
        
 
1.3
Elect Director L.B. Day --- For
        
 
1.4
Elect Director Matthew W. Chapman --- For
        
 
1.5
Elect Director Wade F. Meyercord --- 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.
 
  
 
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
Pactiv Corp. *PTV*
695257105
03/19/04
9,050
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
09/08/03 - A
Patterson Cos Inc. *PDCO*
703412106
07/14/03
6,650
 
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
9,100
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Mary C. Doswell --- For
        
 
1.2
Elect Director Fred C. Goad, Jr. --- For
        
 
1.3
Elect Director Robert C. Sledd --- 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.
 
  
 
 
05/18/04 - A
Principal Financial Group, Inc. *PFG*
74251V102
03/19/04
5,550
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director David J. Drury --- For
        
 
1.2
Elect Director C. Daniel Gelatt --- For
        
 
1.3
Elect Director Sandra L. Helton --- For
        
 
1.4
Elect Director Federico F. Pena --- 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.
 
  
 
 
05/26/04 - A
Radio One, Inc. *ROIA*
75040P108
04/16/04
16,100
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director Brian W. Mcneill --- For
        
 
 
For the holders of Class A common stock, voting as a single class, we recommend a vote FOR the directors.        For the holders of Class A and Class B common stock, voting as a single class, we recommend a vote FOR the directors with the exceptions of affiliated outsider L. Ross Love and insiders Alfred C. Liggins III and Catherine L. Hughes. We recommend that shareholders WITHHOLD votes from L. Ross Love for standing as an affiliated outsider on the Audit Committee and from Alfred C. Liggins III and Catherine L. Hughes for standing as insiders on the Nominating Committee.
 
  
 
1.2
Elect Director Terry L. Jones --- For
        
 
1.3
Elect Director Catherine L. Hughes --- Withhold
        
 
1.4
Elect Director Alfred C. Liggins III --- Withhold
        
 
1.5
Elect Director D. Geoffrey Armstrong --- For
        
 
1.6
Elect Director L. Ross Love --- Withhold
        
 
1.7
Elect Director Ronald E. Blaylock --- For
        
 
2
Amend Omnibus Stock Plan
For
Against
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 27.33 percent is above the allowable cap for this company of 19.69 percent.
 
  
 
3
Ratify Auditors
For
For
  
Mgmt
 
 
07/23/03 - A
Rayovac Corporation *ROV*
755081106
06/02/03
18,825
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/11/04 - A
Republic Services, Inc. *RSG*
760759100
03/18/04
10,225
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director James E. O'Connor --- For
        
 
1.2
Elect Director Harris W. Hudson --- For
        
 
1.3
Elect Director John W. Croghan --- For
        
 
1.4
Elect Director W. Lee Nutter --- For
        
 
1.5
Elect Director Ramon A. Rodriguez --- For
        
 
1.6
Elect Director Allan C. Sorensen --- For
        
 
2
Adjourn Meeting
For
Against
  
Mgmt
 
 
Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes.
 
  
 
 
11/18/03 - A
Respironics, Inc. *RESP*
761230101
10/03/03
5,925
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Joseph C. Lawyer --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Sean McDonald --- For
        
 
1.3
Elect Director John C. Miles II --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
  
Mgmt
 
 
05/04/04 - A
Robert Half International Inc. *RHI*
770323103
03/11/04
10,475
 
1
Elect Directors
For
For
  
Mgmt
 
2
Ratify Auditors
For
For
  
Mgmt
 
 
05/26/04 - A
Roper Industries, Inc. *ROP*
776696106
03/31/04
8,650
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Brian D. Jellison --- For
        
 
1.2
Elect Director W. Lawrence Banks --- For
        
 
1.3
Elect Director David W. Devonshire --- For
        
 
1.4
Elect Director John F. Fort III --- For
        
 
2
Amend Omnibus Stock Plan
For
For
  
Mgmt
 
 
The company will be entitled to a business expense deduction due to the favorable tax treatment attributable to Section 162(m). Additionally, this proposal does not seek to authorize an increase in the number of shares available for issuance under the plan. As such the proposed amendments do not incur any additional costs on shareholders. ISS believes the proposal warrants shareholder approval.
 
  
 
3
Other Business
For
Against
  
Mgmt
 
 
As we cannot know the content of these issues, we do not recommend that shareholders approve this request.
 
  
 
 
05/25/04 - A
Royal Caribbean Cruises Ltd. *RCL*
V7780T103
03/26/04
9,500
   
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 STOCK AWARD PLAN.
For
For
  
Mgmt
 
3
RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004.
For
For
  
Mgmt
 
 
09/23/03 - A
Scholastic Corp. *SCHL*
807066105
08/01/03
8,530
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director John L. Davies as Common Stock Director --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Linda B. Keene as Common Stock Director --- For
        
 
1.3
Elect Director John G. McDonald as Common Stock Director --- For
        
 
1.4
Elect Director Richard Robinson as Class A Stock Director --- For
        
 
1.5
Elect Director Rebeca M. Barrera as Class A Stock Director --- For
        
 
1.6
Elect Director Ramon C. Cortines as Class A Stock Director --- For
        
 
1.7
Elect Director Charles T. Harris III as Class A Stock Director --- For
        
 
1.8
Elect Director Andrew S. Hedden as Class A Stock Director --- For
        
 
1.9
Elect Director Mae C. Jemison as Class A Stock Director --- For
        
 
1.10
Elect Director Peter M. Mayer as Class A Stock Director --- For
        
 
1.11
Elect Director Augustus K. Oliver as Class A Stock Director --- For
        
 
1.12
Elect Director Richard M. Spaulding as Class A Stock Director --- 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.
 
  
 
3
Amend Non-Employee Director Stock Option Plan
For
Against
  
Mgmt
 
 
Vote Recommendation        The total cost of the company's plans of 12.70 percent is above the allowable cap for this company of 9.80 percent.
 
  
 
 
04/20/04 - A
Smith International, Inc. *SII*
832110100
02/27/04
5,490
 
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
 
 
04/21/04 - A
SouthTrust Corp. *SOTR*
844730101
02/20/04
11,100
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Carl F. Bailey --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director John M. Bradford --- For
        
 
1.3
Elect Director William C. Hulsey --- For
        
 
1.4
Elect Director Wallace D. Malone, Jr. --- 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
Approve Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 7.78 percent is within the allowable cap for this company of 9.12 percent. In 2003, the company granted 31.10 percent of its total shares to the company's top 5 executives.
 
  
 
 
05/11/04 - A
Stericycle, Inc. *SRCL*
858912108
03/15/04
4,950
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Jack W. Schuler --- For
        
 
1.2
Elect Director Mark C. Miller --- For
        
 
1.3
Elect Director John P. Connaughton --- For
        
 
1.4
Elect Director Rod F. Dammeyer --- For
        
 
1.5
Elect Director Patrick F. Graham --- For
        
 
1.6
Elect Director John Patience --- For
        
 
1.7
Elect Director Thomas R. Reusche --- For
        
 
1.8
Elect Director Peter Vardy --- For
        
 
1.9
Elect Director L. John Wilkerson, Ph.D. --- For
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
3
Report on Waste Incineration
Against
Against
  
ShrHoldr
 
 
In this case, ISS notes that the company does not have a formal EHS report; however, it does specifically discuss the issue of waste handling and disposal in some detail on the company's website. Moreover, the company has taken some steps in the development of alternative methods of disposal and committed to reducing the use of incineration as much as possible based on applicable regulations and the economic viability these alternatives. We believe that these factors are indicative of the company's ongoing evaluation of alternatives to incineration, and demonstrate a reasonable approach to the proponent's concerns. As such, we do not believe that the requested report is necessary at this time.
 
  
 
 
05/20/04 - A
Stone Energy Corp. *SGY*
861642106
03/25/04
5,275
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director George R. Christmas --- For
        
 
1.2
Elect Director B.J. Duplantis --- For
        
 
1.3
Elect Director John P. Laborde --- For
        
 
1.4
Elect Director Richard A. Pattarozzi --- 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 6.71 percent is within the allowable cap for this company of 9.15 percent. Additionally, this plan expressly forbids repricing.
 
  
 
 
05/14/04 - A
SunGard Data Systems Inc. *SDS*
867363103
03/15/04
6,900
 
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
 
 
04/26/04 - A
Symbol Technologies, Inc. *SBL*
871508107
03/01/04
9,437
 
1
Elect Directors
For
For
  
Mgmt
 
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 11.25 percent is within the allowable cap for this company of 12.33 percent. Additionally, this plan expressly forbids repricing.
 
  
 
4
Ratify Auditors
For
For
  
Mgmt
 
 
11/05/03 - A
The Estee Lauder Companies Inc. *EL*
518439104
09/12/03
8,500
 
1
Elect Directors
For
For
  
Mgmt
 
1.1
Elect Director Irvine O. Hockaday, Jr. --- For
        
 
 
We recommend a vote FOR the directors.
 
  
 
1.2
Elect Director Fred H. Langhammer --- For
        
 
1.3
Elect Director Rose Marie Bravo --- For
        
 
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
Ratify Auditors
For
For
  
Mgmt
 
 
05/12/04 - A
Univision Communications Inc. *UVN*
914906102
03/15/04
11,450
 
1
Elect Directors
For
Split
  
Mgmt
 
1.1
Elect Director A. Jerrold Perenchio --- Withhold
        
 
 
We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee.
 
  
 
1.2
Elect Director Fernando Aguirre --- For
        
 
1.3
Elect Director Harold Gaba --- For
        
 
1.4
Elect Director Alan F. Horn --- For
        
 
1.5
Elect Director John G. Perenchio --- Withhold
        
 
1.6
Elect Director Ray Rodriguez --- Withhold
        
 
1.7
Elect Director McHenry T. Tichenor, Jr. --- Withhold
        
 
2
Ratify Auditors
For
For
  
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
  
Mgmt
 
 
                                                    V. Vote Recommendation        The total cost of the company's plans of 6.96 percent is within the allowable cap for this company of 12.71 percent. Additionally, this plan expressly forbids repricing.
 
  
 
 
05/19/04 - A
Williams-Sonoma, Inc. *WSM*
969904101
03/29/04
5,450
 
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
 
 


 
     
 



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.


ADVISORS SERIES TRUST


By (Signature and Title)* /s/ Douglas G. Hess, Treasurer            


Date 8/26/2004            
* Print the name and title of each signing officer under his or her signature.