N-PX 1 npx06-06.txt 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 St. Milwaukee, WI 53202 ------------------------------------- (Address of principal executive offices) (Zip code) Eric M. Banhazl, Advisors Series Trust 2020 East Financial Way, Suite 100, Glendora, CA 91741 ---------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code:(414) 765-5340 Date of fiscal year end: March 31 Date of reporting period: July 1, 2005 - June 30, 2006 Name of Fund: McIntyre Global Equity Fund Period: July 1, 2005 - June 30, 2006 Company Name Meeting Date Shares Voted CUSIP Ticker VODAPHONE GROUP PLC 07/26/05 20000 92857W100 VOD Vote MRV Proposal Proposed by Issuer or Security Holder For For 2. DIRECTORS Issuer For Director 1 Lord Maclaurin For Director 2 Paul Hazen For Director 3 Arun Sarin For Director 4 Sir Julian Horn-Smith For Director 5 Peter Bamford For Director 6 Thomas Geitner For Director 7 Dr. Michael Boskin For Director 8 Lord Broers For Director 9 John Buchanan For Director 10 Penny Hughes For Director 11 Prof. Jurgen Schrempp For Director 12 Luc Vandevelde For Director 13 Sir John Bond For Director 14 Andrew Halford For For 1. RECEIVE REPORT OF THE DIRECTORS Issuer AND FINANCIAL STATEMENTS For For 16. APPROVE FINAL DIVIDEND 2.16P PER Issuer ORDINARY SHARE For For 17. APPROVE REMUNERATION REPORT Issuer For For 18. APPOINT DELOITTE & TOUCHE Issuer AS AUDITORS For For 19. AUTHORIZE AUDIT COMMITTEE TO Issuer DETERMINE AUDITORS' REMUNERATION For For 20. AUTHORIZE DONATIONS UNDER Issuer POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 For For 21. RENEW AUTHORITY TO ALLOT SHARES Issuer UNDER COMPANY ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION For For S22. RENEW AUTHORITY TO DISAPPLY Issuer PRE-EMPTION RIGHTS UNDER COMPANY ARTICLE 16.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION For For S23. AUTHORIZE COMPANYS PURCHASE Issuer OF ITS OWN SHARES For For S24. APPROVE CHANGES TO COMPANY'S Issuer MEMORANDUM AND ARTICLES OF ASSOCIATION For For 25. APPROVE VODAPHONE GLOBAL Issuer INCENTIVE PLAN Company Name Meeting Date Shares Voted CUSIP Ticker SCIENTIFIC-ATLANTA INC. 11/03/05 15000 808655104 SFA Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTOR Issuer For Director 1 David W. Dorman For Director 2 William E. Kassling For Director 3 Mylle H. Mangum For For 2. RATIFICATION OF THE SELECTION BY Issuer THE AUDIT COMMITTEE OF ERNST & YOUNG AS INDEPENDENT ACCOUNTING FIRM YEAR ENDING JUNE 30, 2006 For For 3. RE-APPROVAL OF THE SENIOR Issuer OFFICER ANNUAL INCENTIVE PLAN AS AMENDED For For 4. APPROVAL AND ADOPTION OF THE Issuer 2005 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS Company Name Meeting Date Shares Voted CUSIP Ticker CISCO SYSTEMS, INC. 11/15/05 30000 17275R102 CSCO Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Carol A. Bartz For Director 2 M. Michele Burns For Director 3 Larry R. Carter For Director 4 John T. Chambers For Director 5 Dr. John L. Hennessy For Director 6 Richard M. Kovacevich For Director 7 Roderick C. McGeary For Director 8 James C. Morgan For Director 9 John P. Morgridge For Director 10 Steven M. West For Director 11 Jerry Yang For For 2. TO APPROVE THE ADOPTION OF THE Issuer 2005 STOCK INCENTIVE PLAN For For 3. TO RATIFY THE APPOINTMENT OF Issuer PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 29, 2006 Against Against 4. PROPOSAL URGING BOARD TO ADOPT A Security Holder POLICY THAT A SIGNIFICANT PORTION OF FUTURE EQUITY COMPENSATION GRANTS TO SENIOR EXECUTIVES SHALL BE SHARES OF STOCK THAT REQUIRE THE ACHIEVEMENT OF PERFORMANCE GOALS AS A PREREQUISITE TO VESTING Against Against 5. PROPOSAL REQUESTING THAT BOARD'S Security Holder COMPENSATION COMMITTEE INITIATE A REVIEW OF CISCO'S EXECUTIVE COMP- ENSATION POLICIES AND MAKE AVAIL- ABLE A REPORT OF THAT REVIEW Against Against 6. PROPOSAL REQUESTING THE BOARD TO Security Holder PREPARE A REPORT TO SHAREHOLDERS DESCRIBING THE PROGRESS TOWARD DEVELOPMENT AND IMPLEMENTATION OF A COMPANY HUMAN RIGHTS POLICY AND THE PLAN FOR IMPLEMENTATION WITH PARTNERS AND RESELLERS BY MAY 31, 2006 Company Name Meeting Date Shares Voted CUSIP Ticker CITIGROUP INC 04/18/06 18389 172967101 C Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 C. Michael Armstrong For Director 2 Alain J.P. Belda For Director 3 George David For Director 4 Kenneth T. Derr For Director 5 John M. Deutch For Director 6 Hernandez Ramirez For Director 7 Ann Dibble Jordan For Director 8 Klaus Kleinfeld For Director 9 Andrew N. Liveris For Director 10 Dudley C. Mecum For Director 11 Anne Mulcahy For Director 12 Richard D. Parsons For Director 13 Charles Prince For Director 14 Judith Roden For Director 15 Robert E. Rubin For Director 16 Franklin A. Thomas For For 2. RATIFY KPMG AS INDEPENDENT Issuer ACCOUNTING FIRM FOR 2006 For For 3. AMEND ARTICLE FOURTH OF THE RE- Issuer STATED CERTIFICATE OF INCORPORATION For For 4. AMEND ARTICLE EIGHTH OF THE RE- Issuer STATED CERTIFICATE OF INCORPORATION For For 5. AMEND ARTICLE NINTH OF THE RE- Issuer STATED CERTIFICATE OF INCORPORATION Against Against 6. NO FUTURE NEW STOCK OPTION Security Holder GRANTS AND NO RENEWAL OR RE- PRICING OF CURRENT STOCK OPTIONS Against Against 7. REQUESTING A REPORT ON Security Holder POLITICAL CONTRIBUTIONS Against Against 8. REQUESTING A REPORT ON CHAR- Security Holder ITABLE CONTRIBUTIONS Against Against 9. REQUESTING ADOPTION OF A POLICY Security Holder REGARDING PERFORMANCE-BASED EQUITY COMPENSATION FOR SENIOR EXECUTIVES Against Against 10. REIMBURSEMENT OF EXPENSES IN- Security Holder CURRED BY A STOCKHOLDER IN A CONTESTED ELECTION OF DIRECTORS Against Against 11. THE CHAIRMAN OF THE BOARD HAVE Security Holder NO MANAGEMENT DUTIES, TITLES OR RESPONSIBILITIES Against Against 12. RECOUPMENT OF MANAGEMENT Security Holder BONUSES IN THE EVENT OF A RE- STATEMENT OF EARNINGS Company Name Meeting Date Shares Voted CUSIP Ticker TEXAS INSTRUMENTS INC 04/20/06 20000 882508104 TXN Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 J. R. Adams For Director 2 D. L. Boren For Director 3 D. A. Carp For Director 4 C. S. Cox For Director 5 T. J. Engibous For Director 6 G. W. Fronterhouse For Director 7 D. R. Goode For Director 8 P. H. Patsley For Director 9 W. R. Sanders For Director 10 R. J. Simmons For Director 11 R. K. Templeton For Director 12 C. T. Whitman For For 2. RATIFY APPOINTMENT OF ERNST & Issuer YOUNG AS THE COMPANY'S INDEPEN- DENT ACCOUNTING FIRM FOR 2006 Company Name Meeting Date Shares Voted CUSIP Ticker MERRILL LYNCH & CO 04/28/06 10000 590188108 MER Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Alberto Cribiore For Director 2 Aulana L. Peters For Director 3 Charles O. Rossotti For For 2. APPOINTMENT OF DELOITTE & TOUCHE Issuer AS INDEPENDENT ACCOUNTING FIRM Against Against 3. INSTITUTE CUMULATIVE VOTING Security Holder Against Against 4. SUBMIT DIRECTOR COMPENSATION TO Security Holder SHAREHOLDERS FOR ANNUAL APPROVAL Against Against 5. SUBMIT MANAGEMENT DEVELOPMENT Security Holder AND COMPENSATION COMMITTEE RE- PORT TO SHAREHOLDERS FOR ANNUAL APPROVAL Company Name Meeting Date Shares Voted CUSIP Ticker MOTOROLA 05/01/06 20000 620076109 MOT Vote MRV Proposal Proposed by Issuer or Security Holder For For 1A Election of Director: E. Zander Issuer For For 1B Election of Director: H. L. Fuller Issuer For For 1C Election of Director: J. Lewent Issuer For For 1D Election of Director: T. Meredith Issuer For For 1E Election of Director: N. Negroponte Issuer For For 1F Election of Director: I Nooyi Issuer For For 1G Election of Director: S. Scott III Issuer For For 1H Election of Director: R. Sommer Issuer For For 1I Election of Director: J. Stengel Issuer For For 1J Election of Director: D. Warner III Issuer For For 1K Election of Director: J. White Issuer For For 1L Election of Director: M. White Issuer For For 2. ADOPTION OF THE MOTOROLA OMNIBUS Issuer INCENTIVE PLAN OF 2006 Against Against 3. REDEEM OR VOTE POISON PILL Security Holder Company Name Meeting Date Shares Voted CUSIP Ticker LSI LOGIC CORPORATION 05/11/06 20000 502161102 LSI Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Abhijit Y. Talwalkar For Director 2 T. Z. Chu For Director 3 Malcolm R. Currie For Director 4 James H. Keyes For Director 5 R. Douglas Norby For Director 6 Matthew J. O'Rourke For Director 7 Gregorio Reyes For For 2. AMENDMENT TO EMPLOYEE STOCK Issuer PURCHASE PLAN TO INCREASE NUMBER OF SHARES OF COMMON STOCK RE- SERVED FOR ISSUANCE THEREUNDER BY 9,000,000 For For 3. AMENDMENT TO INTERNATIONAL EM- Issuer PLOYEE STOCK PURCHASE PLAN TO INCREASE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 1,000,000 For For 4. RATIFICATION OF PRICEWATERHOUSE Issuer COOPERS AS INDEPENDENT ACCOUNTING FIRM FOR 2006 FISCAL YEAR Company Name Meeting Date Shares Voted CUSIP Ticker J P MORGAN CHASE & CO 05/16/06 20000 46625H100 JPM Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 John H. Biggs For Director 2 Stephen B. Burke For Director 3 James S. Crown For Director 4 James Dimon For Director 5 Ellen V. Futter For Director 6 William H. Gray, lll For Director 7 William B. Harrison, Jr. For Director 8 Laban P. Jackson, Jr. For Director 9 John W. Kessler For Director 10 Robert I. Lipp For Director 11 Richard A. Manoogian For Director 12 David C. Novak For Director 13 Lee R. Raymond For Director 14 William C. Weldon For For 2. APPOINTMENT OF INDEPENDENT Issuer REGISTERED PUBLIC ACCOUNTING FIRM Against Against 3. STOCK OPTIONS Security Holder Against Against 4. PERFORMANCE-BASED RESTRICTED Security Holder STOCK Against Against 5. SEPARATE CHAIRMAN Security Holder Against Against 6. SEXUAL ORIENTATION Security Holder Against Against 7. SPECIAL SHAREHOLDER MEETINGS Security Holder Against Against 8. LOBBYING PRIORITIES REPORT Security Holder Against Against 9. POLITICAL CONTRIBUTIONS REPORT Security Holder Against Against 10. POISON PILL Security Holder Against Against 11. CUMULATIVE VOTING Security Holder Against Against 12. BONUS RECOUPMENT Security Holder Against Against 13. OVERCOMMITTED DIRECTORS Security Holder Company Name Meeting Date Shares Voted CUSIP Ticker HARRAH'S ENTERTAINMENT, INC. 04/25/06 9950 413619107 HET Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Charles L. Atwood For Director 2 R. Brad Martin For Director 3 Gary G. Michael For For 2. APPROVAL OF THE COMPANY'S Issuer AMENDED AND RESTATED 2004 EQUITY INCENTIVE AWARD PLAN For For 3. RATIFICATION OF THE APPOINTMENT OF Issuer DELOITTE & TOUCHE LLP AS INDEPEND- ENT REGISTERED ACCOUNTING FIRM FOR 2006 CALENDAR YEAR Company Name Meeting Date Shares Voted CUSIP Ticker TIME WARNER INC 5/19/06 60000 887317105 TWX Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 James L. Barksdale For Director 2 Stephen F. Bollenback For Director 3 Frank J. Caufield For Director 4 Robert C. Clark For Director 5 Jessica P. Einhorn For Director 6 Reuben Mark For Director 7 Michael A. Miles For Director 8 Kenneth J. Novack For Director 9 Richard D. Parsons For Director 10 Francis T. Vincent, Jr. For Director 11 Deborah C. Wright For For 2. RATIFICATION OF AUDITORS Issuer For For 3. APPROVAL OF TIME WARNER INC. 2006 Issuer STOCK INCENTIVE PLAN Against Against 4. PROPOSAL REGARDING SIMPLE Security Holder MAJORITY VOTE Against Against 5. PROPOSAL REGARDING SEPARATION Security Holder OF ROLES OF CHAIRMAN AND CEO Against Against 6. PROPOSAL REGARDING CODE OF Security Holder VENDOR CONDUCT Company Name Meeting Date Shares Voted CUSIP Ticker JUNIPER NETWORKS, INC. 05/18/06 10000 48203R104 JNPR Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Scott Kriens For Director 2 Stratton Sclavos For Director 3 William R. Stensrud For For 2. APPROVAL OF 2006 EQUITY INCENTIVE Issuer PLAN, INCLUDING APPROVAL OF ITS MATERIAL TERMS AND PERFORMANCE GOALS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 162(M) For For 3. RATIFICATION OF ERNST & YOUNG LLP Issuer AS AUDITORS Company Name Meeting Date Shares Voted CUSIP Ticker QWEST COMMUNICATIONS 5/24/06 100000 749121109 Q Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Linda G. Alvarado For Director 2 Charles L. Biggs For Director 3 R. David Hoover For Director 4 Patrick J. Martin For Director 5 Caroline Matthews For Director 6 Wayne W. Murdy For Director 7 Richard C. Notebaert For Director 8 Frank P. Popoff For Director 9 James A. Unruh For For 2. RATIFY APPOINTMENT OF KPMG LLP Issuer AS INDEPENDENT AUDITOR FOR 2006 For For 3. APPROVE AMENDED AND RESTATED Issuer EQUITY INCENTIVE PLAN Against Against 4. ADOPT A POLICY WHEREBY IN THE Security Holder EVENT OF A SUBSTANTIAL RESTATEMENT OF FINANCIAL RESULTS OUR BOARD OF DIRECTORS SHALL REVIEW CERTAIN PERFORMANCE BASED COMPENSATION MADE TO EXECUTIVE OFFICERS AND PURSUE LEGAL REMEDIES TO RECOVER SUCH COMPENSATION TO THE EXTENT THAT RESTATED RESULTS DO NOT EX- CEED ORIGINAL PERFORMANCE TARGETS Against Against 5. STOCKHOLDER APPROVAL OF CERTAIN Security Holder BENEFITS FOR SENIOR EXECUTIVES UNDER OUR NON-QUALIFIED PENSION PLAN OR ANY SUPPLEMENTAL EXEC- UTIVE RETIREMENT PLAN Against Against 6. AMEND BYLAWS TO PROVIDE THAT Security Holder DIRECTORS BE ELECTED BY MAJORITY VOTE (OR IN SOME CASES A PLURALITY) Against Against 7. POLICY OF SEPARATING ROLES OF Security Holder CHAIRMAN OF THE BOARD AND CEO Company Name Meeting Date Shares Voted CUSIP Ticker COUNTRYWIDE FINANCIAL CORPORATION 06/14/06 20000 222372104 CFC Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Kathleen Brown For Director 2 Jeffrey M. Cunningham For Director 3 Martin R. Melone For Director 4 Robert T. Parry For For 2. TO APPROVE THE ADOPTION OF THE Issuer COMPANY'S 2006 EQUITY INCENTIVE PLAN For For 3. TO RATIFY THE APPOINTMENT OF KPMG Issuer AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006 Against Against 4. CONSIDER STOCKHOLDER PROPOSAL Security Holder IF PROPERLY PRESENTED URGING OUR BOARD TO ADOPT A POLICY THAT OUR SHAREHOLDERS BE GIVEN AN OPPOR- TUNITY TO ANNUALLY APPROVE COMP- ENSATION COMMITTEE REPORT Company Name Meeting Date Shares Voted CUSIP Ticker NORTEL NETWORKS CORPORATION 06/29/06 100000 656568102 NT Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Jalynn H. Bennett For Director 2 Dr. Manfred Bischoff For Director 3 Hon. James B. Hunt, Jr. For Director 4 Hon. John A. MacNaughton For Director 5 Hon. John P. Manley For Director 6 Richard D. McCormick For Director 7 Claude Mongeau For Director 8 Harry J. Pearce For Director 9 John D. Watson For Director 10 Mike S. Zafirovski For For 2. APPOINTMENT OF DELOITTE & TOUCHE Issuer AS INDEPENDENT AUDITORS For For 3. APPROVE RECONFIRMATION & AMEND- Issuer MENT OF SHAREHOLDER RIGHTS PLAN For For 4. THE SPECIAL RESOLUTION APPROVING Issuer AN AMENDMENT TO RESTATED ART- ICLES OF INCORPORATION TO CONSOL- DATE ITS ISSUED & OUTSTANDING COM- MON SHARES ON THE BASIS OF A RATIO WITHIN THE RANGE OF ONE POST-CON- SOLIDATION COMMON SHARE FOR EVERY FOUR PRE-CONSOLIDATION COMMON SHARES TO ONE POST-CONSOLIDATION COMMON SHARE FOR EVERY TEN PRE- CONSOLIDATION COMMON SHARES WITH THE RATIO TO BE SELECTED & IMPLE- MENTED BY BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF AT ALL AT ANY TIME PRIOR TO APRIL 11, 2007 Against Against 5. SHAREHOLDER PROPOSAL NO. 1 Security Holder Against Against 6. SHAREHOLDER PROPOSAL NO. 2 Security Holder Company Name Meeting Date Shares Voted CUSIP Ticker BEST BUY CO., INC. 06/21/06 5000 086516101 BBY Vote MRV Proposal Proposed by Issuer or Security Holder For For 1. DIRECTORS Issuer For Director 1 Bradbury H. Anderson For Director 2 Kathy J. Higgins Victor For Director 3 Allen U. Lenzmeier Director 4 Frank D. Trestman For For 2. APPOINT DELOITTE & TOUCHE AS Issuer COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR CURRENT FISCAL YEAR Company Name Meeting Date Shares Voted CUSIP Ticker Vote MRV Proposal Proposed by Issuer or Security Holder SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940,the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. (Registrant) ______Advisor Series Trust__________________________ By (Signature and Title)* /s/ Douglas G. Hess_______________ Douglas G. Hess, Treasurer Date _8/26/06__________________________________________________________ * Print the name and title of each signing officer under his or her signature.