N-PX 1 tm_pxy-mainpart.htm MAIN PART

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 811-9789
 

WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC.

(Exact Name as Specified in Charter)
 

6300 Lamar Avenue, Overland Park, Kansas                    66202-4200

(Address of Principal Executive Office)                    (Zip Code)
 

Kristen A. Richards, 6300 Lamar Avenue, Overland Park, Kansas   66202-4200

(Name and Address of Agent for Service)
 

Registrant's Telephone Number, including Area Code          (913) 236-2000
 

Date of fiscal year end: June 30
 

Date of reporting period: July 1, 2005 to June 30, 2006
 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to Section 30 of the Investment Company Act of 1940 and Rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
 

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
 

WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC.
 

Proxy Voting Record
 






THE PROCTER & GAMBLE COMPANY
PG
Special Meeting Date:
Issuer: 742718
ISIN:
   
07/12/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
APPROVE MERGER AGREEMENT
Management
For
For
02
APPROVE AUTHORIZED COMMON STOCK INCREASE
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
DELL INC.
 
DELL
Annual Meeting Date:
Issuer: 24702R
ISIN:
   
07/15/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
DONALD J. CARTY
Management
For
For
 
 
MICHAEL S. DELL
Management
For
For
 
 
WILLIAM H. GRAY, III
Management
For
For
 
 
JUDY C. LEWENT
Management
For
For
 
 
THOMAS W. LUCE, III
Management
For
For
 
 
KLAUS S. LUFT
Management
For
For
 
 
ALEX J. MANDL
Management
For
For
 
 
MICHAEL A. MILES
Management
For
For
 
 
SAMUEL A. NUNN, JR.
Management
For
For
 
 
KEVIN B. ROLLINS
Management
For
For
02
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
SH1
S/H PROPOSAL - BOARD OF DIRECTORS
Shareholder
For
Against
SH2
S/H - EXPENSING OF STOCK OPTIONS
Shareholder
Against
For
 
 
 
 
 
 
 
 
 
 
 
 
RESEARCH IN MOTION LIMITED
RIMM
Annual Meeting Date:
Issuer: 760975
ISIN:
   
07/18/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
MISCELLANEOUS CORPORATE GOVERNANCE
Management
For
For
02
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
03
ADOPT INCENTIVE STOCK OPTION PLAN
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
TEVA PHARMACEUTICAL INDUSTRIES LIMIT
TEVA
Annual Meeting Date:
Issuer: 881624
ISIN:
   
07/27/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
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
03
CHANGE STOCK EXCHANGE LISTING
Management
For
For
4A
CHANGE STOCK EXCHANGE LISTING
Management
For
For
4B
CHANGE STOCK EXCHANGE LISTING
Management
For
For
4C
CHANGE STOCK EXCHANGE LISTING
Management
For
For
4D
CHANGE STOCK EXCHANGE LISTING
Management
For
For
05
CHANGE STOCK EXCHANGE LISTING
Management
Against
Against
06
CHANGE STOCK EXCHANGE LISTING
Management
Against
Against
07
CHANGE STOCK EXCHANGE LISTING
Management
For
For
08
CHANGE STOCK EXCHANGE LISTING
Management
For
For
09
CHANGE STOCK EXCHANGE LISTING
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
THE PROCTER & GAMBLE COMPANY
PG
Annual Meeting Date:
Issuer: 742718
ISIN:
   
10/11/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
BRUCE L. BYRNES
Management
For
For
 
 
SCOTT D. COOK
Management
For
For
 
 
CHARLES R. LEE
Management
For
For
 
 
W. JAMES MCNERNEY, JR.
Management
For
For
 
 
ERNESTO ZEDILLO
Management
For
For
02
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
03
APPROVE CHARTER AMENDMENT
Management
For
For
04
APPROVE CHARTER AMENDMENT
Management
For
For
05
S/H PROPOSAL - ANIMAL RIGHTS
Shareholder
Against
For
06
MISCELLANEOUS SHAREHOLDER PROPOSAL
Shareholder
Against
For
07
S/H - REPORT ON CHARITABLE CONRIBUTIONS
Shareholder
Against
For
 
 
 
 
 
 
 
 
 
 
 
 
CHINA NETCOM GROUP CORP (HONG KONG)
CN
Special Meeting Date:
Issuer: 16940Q
ISIN:
   
10/25/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
AUTHORIZE PURCHASE OF ASSETS
Management
For
For
02
MISCELLANEOUS CORPORATE ACTIONS - GLOBAL
Management
For
For
03
MISCELLANEOUS CORPORATE ACTIONS - GLOBAL
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
TEVA PHARMACEUTICAL INDUSTRIES LIMIT
TEVA
Special Meeting Date:
Issuer: 881624
ISIN:
   
10/27/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
CHANGE STOCK EXCHANGE LISTING
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
HUNTSMAN CORPORATION
 
Annual Meeting Date:
Issuer: 447011
ISIN:
   
11/02/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
JON M. HUNTSMAN
Management
For
For
 
 
MARSHA J. EVANS
Management
For
For
 
 
DAVID J. MATLIN
Management
For
For
 
 
CHRISTOPHER R. PECHOCK
Management
For
For
02
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
KLA-TENCOR CORPORATION
KLAC
Annual Meeting Date:
Issuer: 482480
ISIN:
   
11/04/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
KENNETH LEVY
Management
For
For
 
 
JON D. TOMPKINS
Management
For
For
 
 
LIDA URBANEK
Management
For
For
02
ADOPT/AMEND EXECUTIVE INCENTIVE BONUS PLAN
Management
For
For
03
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
04
S/H PROPOSAL - CORPORATE GOVERNANCE
Shareholder
For
Against
 
 
 
 
 
 
 
 
 
 
 
 
MICROSOFT CORPORATION
MSFT
Annual Meeting Date:
Issuer: 594918
ISIN:
   
11/09/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
WILLIAM H. GATES III
Management
For
For
 
 
STEVEN A. BALLMER
Management
For
For
 
 
JAMES I. CASH JR.
Management
For
For
 
 
DINA DUBLON
Management
For
For
 
 
RAYMOND V. GILMARTIN
Management
For
For
 
 
A. MCLAUGHLIN KOROLOGOS
Management
For
For
 
 
DAVID F. MARQUARDT
Management
For
For
 
 
CHARLES H. NOSKI
Management
For
For
 
 
HELMUT PANKE
Management
For
For
 
 
JON A. SHIRLEY
Management
For
For
02
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
 
 
 
 
 
 
 
 
 
 
 
 
CISCO SYSTEMS, INC.
 
CSCO
Annual Meeting Date:
Issuer: 17275R
ISIN:
   
11/15/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
ELECTION OF DIRECTORS
Management
For
 
 
 
CAROL A. BARTZ
Management
For
For
 
 
M. MICHELE BURNS
Management
For
For
 
 
LARRY R. CARTER
Management
For
For
 
 
JOHN T. CHAMBERS
Management
For
For
 
 
DR. JOHN L. HENNESSY
Management
For
For
 
 
RICHARD M. KOVACEVICH
Management
For
For
 
 
RODERICK C. MCGEARY
Management
For
For
 
 
JAMES C. MORGAN
Management
For
For
 
 
JOHN P. MORGRIDGE
Management
For
For
 
 
STEVEN M. WEST
Management
For
For
 
 
JERRY YANG
Management
For
For
02
ADOPT INCENTIVE STOCK OPTION PLAN
Management
For
For
03
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Management
For
For
04
S/H PROPOSAL - DECLASSIFY BOARD
Shareholder
Against
For
05
S/H PROPOSAL - INCREASE DISCLOSURE OF EXECUTIVE
Shareholder
Against
For
 
COMPENSATION
 
 
 
 
06
S/H PROPOSAL - HUMAN RIGHTS RELATED
Shareholder
Against
For
 
 
 
 
 
 
 
 
 
 
 
 
PACIFICARE HEALTH SYSTEMS, INC.
PHS
Special Meeting Date:
Issuer: 695112
ISIN:
   
11/17/2005
SEDOL:
         
 
 
 
 
 
 
Vote Group: GLOBAL
 
 
 
 
 
 
 
 
 
 
Proposal
 
 
Proposal
Vote
For or Against
Number
Proposal
 
Type
Cast
Mgmt.
01
APPROVE MERGER AGREEMENT
Management
For
For
02
APPROVE MOTION TO ADJOURN MEETING
Management
For
For







                     
Vote Summary Report
Jan 01, 2006 - Mar 31, 2006
 
71 W&R Advisors Tax-Managed Equity
 
Mtg
Company/
 
Mgmt
Vote
Record
 
Shares
Date/Type
Ballot Issues
Security
Rec
Cast
Date
Prpnent
Voted
 
03/28/06 - A
Adobe Systems Inc. *ADBE*
00724F101
02/13/06
38,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
3
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
 
03/14/06 - A
Analog Devices, Inc. *ADI*
032654105
01/13/06
13,900
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
01/17/06 - A
Monsanto Co. *MON*
61166W101
11/18/05
8,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Report on Political Contributions
Against
Against
 
ShrHoldr
 
5
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
 
03/30/06 - S
Nabors Industries, Ltd. *NBR*
G6359F103
02/17/06
14,550
   
Meeting for Holders of ADRs
       
 
1
Increase Authorized Common Stock
For
For
 
Mgmt
 
 
03/07/06 - A
QUALCOMM Inc. *QCOM*
747525103
01/06/06
7,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Declassify the Board and Eliminate Cumulative Voting
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
Adjourn Meeting
For
Against
 
Mgmt
 
 
03/31/06 - A
The Goldman Sachs Group, Inc. *GS*
38141G104
01/30/06
5,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Restricted Partner Compensation Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 







                     
Vote Summary Report
Apr 01, 2006 - Jun 30, 2006
 
71 W&R Advisors Tax-Managed Equity
 
Mtg
Company/
 
Mgmt
Vote
Record
 
Shares
Date/Type
Ballot Issues
Security
Rec
Cast
Date
Prpnent
Voted
 
06/14/06 - A
Abercrombie & Fitch Co. *ANF*
002896207
04/17/06
17,100
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/05/06 - A
Advanced Micro Devices, Inc. *AMD*
007903107
03/06/06
21,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
5
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
 
04/28/06 - A
Aetna Inc. *AET*
00817Y108
02/24/06
40,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
4
Provide for Cumulative Voting
Against
Against
 
ShrHoldr
 
 
04/21/06 - A
Alcoa Inc. *AA*
013817101
01/23/06
10,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/02/06 - A
Alcon Inc. *ACL*
H01301102
03/23/06
4,000
   
Meeting for Holders of ADRs
       
 
1
APPROVAL OF THE 2005 ANNUAL REPORT AND ACCOUNTS OF ALCON, INC. AND THE 2005 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 2005
For
For
 
Mgmt
 
3
DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2005
For
For
 
Mgmt
 
4
ELECTION OF KPMG KLYNVELD PEAT MARWICK GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS
For
For
 
Mgmt
 
5
ELECTION OF ZENSOR REVISIONS AG, ZUG, AS SPECIAL AUDITORS
For
For
 
Mgmt
 
6
ELECTION TO THE BOARD OF DIRECTORS OF PHIL GEIER
For
For
 
Mgmt
 
7
ELECTION TO THE BOARD OF DIRECTORS OF PAUL POLMAN
For
For
 
Mgmt
 
8
ELECTION TO THE BOARD OF DIRECTORS OF JOE WELLER
For
For
 
Mgmt
 
9
APPROVAL OF SHARE CANCELLATION
For
For
 
Mgmt
 
 
04/27/06 - A
Altria Group, Inc. *MO*
02209S103
03/06/06
15,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
4
Adopt ILO Standards
Against
Against
 
ShrHoldr
 
5
Inform African Americans of Health Risks Associated with Menthol Cigarettes
Against
Against
 
ShrHoldr
 
6
Establish Fire Safety Standards for Cigarettes
Against
Against
 
ShrHoldr
 
7
Adopt Animal Welfare Policy
Against
Against
 
ShrHoldr
 
8
Support Legislation to Reduce Smoking
Against
Against
 
ShrHoldr
 
9
Provide Information on Second Hand Smoke
Against
Against
 
ShrHoldr
 
 
05/10/06 - A
Amgen, Inc. *AMGN*
031162100
03/13/06
12,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Stock Retention
Against
Against
 
ShrHoldr
 
4
Link Executive Compensation to Social Issues
Against
Against
 
ShrHoldr
 
5
Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote
Against
For
 
ShrHoldr
 
6
Develop an Animal Welfare Policy
Against
Against
 
ShrHoldr
 
7
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
8
Report on Political Contributions
For
For
 
ShrHoldr
 
 
04/27/06 - A
Apple Computer, Inc. *AAPL*
037833100
02/28/06
18,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Report on Computer Recycling Policy
Against
Against
 
ShrHoldr
 
 
04/28/06 - A
AT&T Inc *T*
00206R102
03/01/06
35,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
4
Amend Articles/Bylaws/Charter-Non-Routine
For
For
 
Mgmt
 
5
Report on Political Contributions
Against
Against
 
ShrHoldr
 
6
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
7
Report on Pay Disparity
Against
Against
 
ShrHoldr
 
8
Non-Employee Director Compensation
Against
Against
 
ShrHoldr
 
9
Submit Severance Agreement (Change in Control) to shareholder Vote
Against
Against
 
ShrHoldr
 
10
Adopt Simple Majority Vote Requirement
Against
For
 
ShrHoldr
 
 
04/27/06 - A
Baker Hughes Incorporated *BHI*
057224107
03/01/06
22,300
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Amend Vote Requirements to Amend Articles/Bylaws/Charter
Against
For
 
ShrHoldr
 
 
06/21/06 - A
Best Buy Co., Inc. *BBY*
086516101
04/24/06
13,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/27/06 - A
Broadcom Corp. *BRCM*
111320107
02/28/06
21,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Articles/Bylaws/Charter-Non-Routine
For
For
 
Mgmt
 
3
Establish Range For Board Size
For
For
 
Mgmt
 
4
Amend Non-Employee Director Omnibus Stock Plan
For
Against
 
Mgmt
 
5
Ratify Auditors
For
For
 
Mgmt
 
 
04/19/06 - A
Burlington Northern Santa Fe Corp. *BNI*
12189T104
02/28/06
13,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
5
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
6
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
 
06/14/06 - A
Caterpillar Inc. *CAT*
149123101
04/17/06
18,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Increase Authorized Common Stock
For
For
 
Mgmt
 
3
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
4
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
5
Ratify Auditors
For
For
 
Mgmt
 
6
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
7
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
8
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
05/04/06 - A
Colgate-Palmolive Co. *CL*
194162103
03/07/06
16,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Approve Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
4
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
5
Performance-Based Equity Awards
Against
Against
 
ShrHoldr
 
 
04/27/06 - A
Corning Inc. *GLW*
219350105
02/27/06
21,000
 
1
Elect Directors
For
Split
 
Mgmt
 
1.1
Elect Director James B. Flaws --- For
       
 
1.2
Elect Director James R. Houghton --- Withhold
       
 
1.3
Elect Director James J. O'Connor --- For
       
 
1.4
Elect Director Deborah D. Rieman --- For
       
 
1.5
Elect Director Peter F. Volanakis --- For
       
 
1.6
Elect Director Padmasree Warrior --- For
       
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
3
Amend Executive Incentive Bonus Plan
For
For
 
Mgmt
 
4
Approve Non-Employee Director Omnibus Stock Plan
For
For
 
Mgmt
 
5
Ratify Auditors
For
For
 
Mgmt
 
6
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
 
05/15/06 - A
DaVita Inc. *DVA*
23918K108
03/23/06
19,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/10/06 - A
Dentsply International, Inc. *XRAY*
249030107
03/24/06
20,300
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/13/06 - A
eBay Inc. *EBAY*
278642103
04/17/06
66,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Stock Option Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/03/06 - A
Expeditors International Of Washington, Inc. *EXPD*
302130109
03/10/06
4,900
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Stock Option Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Implement Sexual Orientation Policy
Against
Against
 
ShrHoldr
 
 
04/20/06 - A
Genentech, Inc. *DNA*
368710406
02/22/06
13,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/03/06 - A
General Dynamics Corp. *GD*
369550108
03/10/06
10,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
4
Disqualification of Directors Who Fail to Receive Majority Vote
Against
Against
 
ShrHoldr
 
5
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
6
Report Political Contributions
Against
Against
 
ShrHoldr
 
7
Sustainability Report
Against
Against
 
ShrHoldr
 
 
04/26/06 - A
General Electric Co. *GE*
369604103
02/27/06
47,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Restore or Provide for Cumulative Voting
Against
Against
 
ShrHoldr
 
4
Adopt Policy on Overboarded Directors
Against
Against
 
ShrHoldr
 
5
Company-Specific -- One Director from the Ranks of the Retirees
Against
Against
 
ShrHoldr
 
6
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
7
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
8
Report on Environmental Policies
Against
Against
 
ShrHoldr
 
 
05/25/06 - A
Genzyme Corp. *GENZ*
372917104
03/31/06
16,400
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
3
Amend Non-Employee Director Stock Option Plan
For
For
 
Mgmt
 
4
Declassify the Board of Directors
For
For
 
Mgmt
 
5
Ratify Auditors
For
For
 
Mgmt
 
6
Submit Severance Agreement (Change in Control) to shareholder Vote
Against
Against
 
ShrHoldr
 
 
05/10/06 - A
Gilead Sciences, Inc. *GILD*
375558103
03/22/06
21,600
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
5
Increase Authorized Common Stock
For
For
 
Mgmt
 
6
Report on Impact of HIV/AIDS, TB, and Malaria Pandemics
Against
Against
 
ShrHoldr
 
 
05/11/06 - A
Google Inc *GOOG*
38259P508
03/17/06
8,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Company-Specific-Recapitalization Plan
Against
For
 
ShrHoldr
 
 
05/25/06 - A
Home Depot, Inc. (The) *HD*
437076102
03/28/06
27,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Increase Disclosure of Executive Compensation
Against
Against
 
ShrHoldr
 
4
Report on EEOC-Related Activities
Against
Against
 
ShrHoldr
 
5
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
6
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
7
Submit Supplemental Executive Retirement Plans to Shareholder vote
Against
Against
 
ShrHoldr
 
8
Report on Political Contributions
Against
Against
 
ShrHoldr
 
9
Increase Disclosure of Executive Compensation
Against
Against
 
ShrHoldr
 
10
Affirm Political Non-partisanship
Against
Against
 
ShrHoldr
 
 
05/18/06 - A
Juniper Networks, Inc. *JNPR*
48203R104
03/21/06
69,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
06/07/06 - A
LAS VEGAS SANDS CORP *LVS*
517834107
04/14/06
33,700
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
06/09/06 - A
Marvell Technology Group Ltd *MRVL*
G5876H105
04/12/06
19,700
   
Meeting for Holders of ADRs
       
 
1
Elect Directors
For
For
 
Mgmt
 
2
TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION FOR THE 2007 FISCAL YEAR ENDING JANUARY 27, 2007.
For
For
 
Mgmt
 
3
TO APPROVE AN INCREASE TO THE COMPANY S AUTHORIZED SHARE CAPITAL.
For
For
 
Mgmt
 
4
TO APPROVE AN AMENDMENT TO THE COMPANY S SECOND AMENDED AND RESTATED BYE-LAWS TO AMEND THE PROVISION RELATED TO INDEMNIFICATION OF DIRECTORS AND OFFICERS.
For
Against
 
Mgmt
 
 
04/28/06 - A
Merrill Lynch & Co., Inc. *MER*
590188108
02/27/06
6,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Restore or Provide for Cumulative Voting
Against
Against
 
ShrHoldr
 
4
Compensation- Director Compensation
Against
Against
 
ShrHoldr
 
5
Review Executive Compensation
Against
Against
 
ShrHoldr
 
 
04/04/06 - A
Morgan Stanley *MS*
617446448
02/03/06
12,600
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Declassify the Board of Directors
For
For
 
Mgmt
 
4
Amend Articles/Bylaws/Remove plurality voting for directors
For
For
 
Mgmt
 
5
Amend Articles/Bylaws/Eliminate supermajority voting requirements
For
For
 
Mgmt
 
6
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
7
Amend Vote Requirements to Amend Articles/Bylaws/Charter
Against
For
 
ShrHoldr
 
8
Submit Severance Agreement (Change in Control) to shareholder Vote
Against
Against
 
ShrHoldr
 
 
05/03/06 - A
PepsiCo, Inc. *PEP*
713448108
03/10/06
19,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Publish Political Contributions
Against
Against
 
ShrHoldr
 
4
Report on Charitable Contributions
Against
Against
 
ShrHoldr
 
 
05/09/06 - A
SAP AG
803054204
03/24/06
25,100
   
Meeting for Holders of ADRs
       
 
1
RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF THE FISCAL YEAR 2005
For
For
 
Mgmt
 
2
RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN THE FISCAL YEAR 2005
For
For
 
Mgmt
 
3
RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN THE FISCAL YEAR 2005
For
For
 
Mgmt
 
4
Ratify Auditors
For
For
 
Mgmt
 
5
RESOLUTION ON A CAPITAL INCREASE FROM COMPANY FUNDS BY THREE TIMES THE AMOUNT OF THE EXISTING CAPITAL STOCK BY CONVERTING PARTIAL AMOUNTS OF THE CAPITAL RESERVES
For
For
 
Mgmt
 
6
RESOLUTION ON THE IMPLEMENTATION OF THE CAPITAL INCREASE FROM COMPANY FUNDS BY THREE TIMES THE AMOUNT OF THE EXISTING CAPITAL STOCK BY CONVERTING PARTIAL AMOUNTS OF THE CAPITAL RESERVES
For
For
 
Mgmt
 
7
RESOLUTION ON A CHANGE IN THE REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD AND ON A CORRESPONDING AMENDMENT OF THE ARTICLES OF ASSOCIATION
For
For
 
Mgmt
 
8
RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL LA AGAINST CONTRIBUTIONS IN CASH WITH THE OPTION TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION RIGHTS
For
Against
 
Mgmt
 
9
RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL LLA AGAINST CONTRIBUTIONS IN CASH OR IN KIND WITH THE OPTION TO EXCLUDE THE SHAREHOLDERS SUBSCRIPTION RIGHTS
For
For
 
Mgmt
 
10
RESOLUTION ON THE AUTHORIZATION TO USE TREASURY SHARES WITH A PRO RATA AMOUNT OF CAPITAL STOCK REPRESENTED BY SUCH SHARES OF UP TO EUR 30 MILLION IN AGGREGATE
For
For
 
Mgmt
 
11
RESOLUTION ON AN AUTHORIZATION TO ACQUIRE ADDITIONAL TREASURY SHARES WITH A PRO RATE AMOUNT OF CAPITAL STOCK REPRESENTED BY SUCH SHARES OF UP TO EUR 90 MILLION IN AGGREGATE
For
For
 
Mgmt
 
12
RESOLUTION ON THE AUTHORIZATION TO USE EQUITY DERIVATIVES IN CONNECTION WITH THE ACQUISITION OF TREASURY SHARES
For
Against
 
Mgmt
 
13
RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT-LINKED BONDS, ON THE CANCELLATION OF THE EXISTING CONTINGENT CAPITAL IV, ON THE CREATION OF A NEW CONTINGENT CAPITAL IV
For
Against
 
Mgmt
 
14
RESOLUTION ON AN ADDITIONAL AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT-LINKED BONDS, ON THE CREATION OF A NEW CONTINGENT CAPITAL IVA
For
Against
 
Mgmt
 
15
RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND SAP ERSTE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS GMBH
For
For
 
Mgmt
 
16
RESOLUTION ON THE APPROVAL OF THE CONTROL AND PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN SAP AG AND SAP ZWEITE BETEILIGUNGS- UND VERMOGENSVERWALTUNGS GMBH
For
For
 
Mgmt
 
 
04/12/06 - A
Schlumberger Ltd. *SLB*
806857108
03/01/06
19,600
   
Meeting for Holders of ADRs
       
 
1
Elect Directors
For
For
 
Mgmt
 
2
ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS
For
For
 
Mgmt
 
3
ADOPTION OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For
For
 
Mgmt
 
4
APPROVAL OF AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER 2005 STOCK OPTION PLAN
For
For
 
Mgmt
 
5
APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
For
For
 
Mgmt
 
 
05/18/06 - A
SLM Corp. *SLM*
78442P106
03/20/06
46,800
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/25/06 - A
Smith International, Inc. *SII*
832110100
03/01/06
29,800
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/17/06 - A
Southwest Airlines Co. *LUV*
844741108
03/22/06
46,550
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Qualified Employee Stock Purchase Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Adopt Simple Majority Vote
Against
For
 
ShrHoldr
 
 
04/26/06 - A
Stryker Corp. *SYK*
863667101
02/28/06
19,200
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/17/06 - A
Target Corporation *TGT*
87612E106
03/20/06
8,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Report Political Contributions/Activities
Against
Against
 
ShrHoldr
 
 
05/04/06 - A
Teva Pharmaceutical Industries
881624209
03/27/06
25,000
   
Meeting for Holders of ADRs
       
 
1
TO RECEIVE AND DISCUSS THE COMPANY S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005 AND THE CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR THEN ENDED.
For
For
 
Mgmt
 
2
TO APPROVE THE BOARD OF DIRECTORS RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2005 BE DECLARED FINAL.
For
For
 
Mgmt
 
3
TO APPOINT PROF. GABRIELA SHALEV AS A STATUTORY INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS.
For
For
 
Mgmt
 
4
TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A THREE-YEAR TERM: DR. PHILLIP FROST
For
For
 
Mgmt
 
5
TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A THREE-YEAR TERM: CARLO SALVI
For
For
 
Mgmt
 
6
TO ELECT THE FOLLOWING DIRECTOR TO SERVE FOR A THREE-YEAR TERM: DAVID SHAMIR
For
For
 
Mgmt
 
7
TO APPROVE THE PURCHASE OF DIRECTOR S AND OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY.
For
Against
 
Mgmt
 
8
TO APPROVE AN AMENDMENT TO SECTION 60(E) OF THE COMPANY S ARTICLES OF ASSOCIATION.
For
For
 
Mgmt
 
9
TO APPROVE AN INCREASE IN THE REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY (OTHER THAN THE CHAIRMAN OF THE BOARD).
For
For
 
Mgmt
 
10
TO APPOINT KESSELMAN & KESSELMAN, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND DETERMINE THEIR COMPENSATION.
For
For
 
Mgmt
 
 
05/01/06 - A
The Boeing Co. *BA*
097023105
03/03/06
17,600
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Executive Incentive Bonus Plan
For
For
 
Mgmt
 
3
Amend Omnibus Stock Plan
For
For
 
Mgmt
 
4
Reduce Supermajority Vote Requirement
For
For
 
Mgmt
 
5
Ratify Auditors
For
For
 
Mgmt
 
6
Develop a Human Rights Policy
Against
Against
 
ShrHoldr
 
7
Develop Ethical Criteria for Military Contracts
Against
Against
 
ShrHoldr
 
8
Report on Charitable Contributions
Against
Against
 
ShrHoldr
 
9
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
10
Separate Chairman and CEO Positions
Against
For
 
ShrHoldr
 
 
05/11/06 - A
Transocean Inc. *RIG*
G90078109
03/20/06
15,800
   
Meeting for Holders of ADRs
       
 
1
Elect Directors
For
For
 
Mgmt
 
2
APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
For
For
 
Mgmt
 
 
05/23/06 - A
Triad Hospitals, Inc. *TRI*
89579K109
03/27/06
22,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
05/04/06 - A
United Parcel Service, Inc. *UPS*
911312106
03/09/06
11,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
 
04/12/06 - A
United Technologies Corp. *UTX*
913017109
02/14/06
16,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Increase Authorized Common Stock
For
For
 
Mgmt
 
4
Establish Term Limits for Directors
Against
Against
 
ShrHoldr
 
5
Report on Foreign Sales of Military Products
Against
Against
 
ShrHoldr
 
 
05/02/06 - A
UnitedHealth Group Incorporated *UNH*
91324P102
03/21/06
25,500
 
1
Elect Directors
For
For
 
Mgmt
 
2
Ratify Auditors
For
For
 
Mgmt
 
3
Require a Majority Vote for the Election of Directors
Against
For
 
ShrHoldr
 
 
05/25/06 - A
Yahoo!, Inc. *YHOO*
984332106
03/29/06
30,300
 
1
Elect Directors
For
For
 
Mgmt
 
2
Amend Non-Employee Director Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
 
05/01/06 - A
Zimmer Holdings Inc *ZMH*
98956P102
03/08/06
13,000
 
1
Elect Directors
For
For
 
Mgmt
 
2
Approve Omnibus Stock Plan
For
For
 
Mgmt
 
3
Ratify Auditors
For
For
 
Mgmt
 
4
Declassify the Board of Directors
Against
For
 
ShrHoldr
 
 







 

 
 

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.
 

WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC.

(Registrant)

 
 

By:     /s/Kristen A. Richards

          Kristen A. Richards, Vice President and Secretary
 

Date:  August 31, 2006
 
 

By:     /s/Henry J. Herrmann

          Henry J. Herrmann, President and Principal Executive Officer
 

Date:  August 31, 2006