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: 811-21467
Salomon Brothers Capital and Income Fund Inc.
(Exact name of registrant as specified in charter)
125 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
300 First Stamford Place, 4th Floor
Stamford, Connecticut 06902
(Name and address of agent for service)
Registrants telephone number, including area code: 203-890-7046
Date of fiscal year end: October 31
Date of reporting period: July 1, 2003June 30, 2004
Item 1. Proxy Voting Record
<PRE> ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21467 Reporting Period: 07/01/2003 - 06/30/2004 Salomon Brothers Capital and Income Fund Inc ================= SALOMON BROTHERS CAPITAL AND INCOME FUND INC ================= ALEXANDRIA REAL ESTATE EQUITIES, INC. Ticker: ARE Security ID: 015271109 Meeting Date: MAY 12, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry M. Sudarsky For For Management 1.2 Elect Director Joel S. Marcus For For Management 1.3 Elect Director James H. Richardson For For Management 1.4 Elect Director Richard B. Jennings For For Management 1.5 Elect Director Richard H. Klein For For Management 1.6 Elect Director Anthony M. Solomon For For Management 1.7 Elect Director Alan G. Walton For For Management 1.8 Elect Director Richmond A. Wolf For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMB PROPERTY CORP. Ticker: AMB Security ID: 00163T109 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hamid R. Moghadam For For Management 1.2 Elect Director W. Blake Baird For For Management 1.3 Elect Director T. Robert Burke For For Management 1.4 Elect Director David A. Cole For For Management 1.5 Elect Director J. Michael Losh For For Management 1.6 Elect Director Frederick W. Reid For For Management 1.7 Elect Director Jeffrey L. Skelton For For Management 1.8 Elect Director Thomas W. Tusher For For Management 1.9 Elect Director Caryl B. Welborn For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMERICAN FINANCIAL REALTY TRUST Ticker: AFR Security ID: 02607P305 Meeting Date: JUN 9, 2004 Meeting Type: Annual Record Date: APR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Glenn Blumenthal For For Management 1.2 Elect Trustee John M. Eggemeyer III For For Management 1.3 Elect Trustee Raymond Garea For For Management 1.4 Elect Trustee Michael J. Hagan For For Management 1.5 Elect Trustee John P. Hollihan III For For Management 1.6 Elect Trustee William M. Kahane For For Management 1.7 Elect Trustee Richard A. Kraemer For For Management 1.8 Elect Trustee Lewis S. Ranieri For For Management 1.9 Elect Trustee Nicholas S. Schorsch For For Management -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874107 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director M. Bernard Aidinoff For Did Not Management Vote 1.2 Elect Director Pei-Yuan Chia For Did Not Management Vote 1.3 Elect Director Marshall A. Cohen For Did Not Management Vote 1.4 Elect Director Willaim S. Cohen For Did Not Management Vote 1.5 Elect Director Martin S. Feldstein For Did Not Management Vote 1.6 Elect Director Ellen V. Futter For Did Not Management Vote 1.7 Elect Director Maurice R. Greenberg For Did Not Management Vote 1.8 Elect Director Carla A. Hills For Did Not Management Vote 1.9 Elect Director Frank J. Hoenemeyer For Did Not Management Vote 1.10 Elect Director Richard C. Holbrooke For Did Not Management Vote 1.11 Elect Director Donald P. Kanak For Did Not Management Vote 1.12 Elect Director Howard I. Smith For Did Not Management Vote 1.13 Elect Director Martin J. Sullivan For Did Not Management Vote 1.14 Elect Director Edmund S.W. Tse For Did Not Management Vote 1.15 Elect Director Frank G. Zarb For Did Not Management Vote 2 Approve Executive Incentive Bonus Plan For Did Not Management Vote 3 Approve Non-Employee Director Stock For Did Not Management Option Plan Vote 4 Ratify Auditors For Did Not Management Vote 5 Report on Political Against Did Not Shareholder Contributions/Activities Vote 6 Divest from Tobacco Equities Against Did Not Shareholder Vote 7 Link Executive Compensation to Predatory Against Did Not Shareholder Lending Vote -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Biondi, Jr. For Did Not Management Vote 1.2 Elect Director Jerry D. Choate For Did Not Management Vote 1.3 Elect Director Frank C. Herringer For Did Not Management Vote 1.4 Elect Director Gilbert S. Omenn For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Prepare Glass Ceiling Report Against Did Not Shareholder Vote 4 Expense Stock Options Against Did Not Shareholder Vote -------------------------------------------------------------------------------- ANTHEM INC. Ticker: ATH Security ID: 03674B104 Meeting Date: JUN 28, 2004 Meeting Type: Special Record Date: MAY 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2 Change Company Name For For Management -------------------------------------------------------------------------------- ANTHEM INC. Ticker: ATH Security ID: 03674B104 Meeting Date: MAY 17, 2004 Meeting Type: Annual Record Date: MAR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Victor S. Liss For For Management 1.2 Elect Director James W. McDowell, Jr. For For Management 1.3 Elect Director George A. Schaefer, Jr. For For Management 1.4 Elect Director Jackie M. Ward For For Management -------------------------------------------------------------------------------- APARTMENT INVESTMENT & MANAGEMENT CO. Ticker: AIV Security ID: 03748R101 Meeting Date: APR 30, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry Considine For Did Not Management Vote 1.2 Elect Director Peter K. Kompaniez For Did Not Management Vote 1.3 Elect Director James N. Bailey For Did Not Management Vote 1.4 Elect Director Richard S. Ellwood For Did Not Management Vote 1.5 Elect Director J. Landis Martin For Did Not Management Vote 1.6 Elect Director Thomas L. Rhodes For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Sale of Company Assets For Did Not Management Vote 4 Limit Executive Compensation Against Did Not Shareholder Vote -------------------------------------------------------------------------------- ARCHSTONE SMITH TRUST Ticker: ASN Security ID: 039583109 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ernest A. Gerardi, Jr. For For Management 1.2 Elect Director Ruth Ann M. Gillis For For Management 1.3 Elect Director Ned S. Holmes For For Management 1.4 Elect Director R. Scot Sellers For For Management 2 Ratify Auditors For For Management 3 Restrict Severance Agreements Against For Shareholder -------------------------------------------------------------------------------- ASHFORD HOSPITALITY TRUST INC. Ticker: AHT Security ID: 044103109 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Archie Bennett, Jr. For For Management 1.2 Elect Director Montgomery J. Bennett For For Management 1.3 Elect Director Martin L. Edelman For For Management 1.4 Elect Director W.D. Minami For For Management 1.5 Elect Director W. Michael Murphy For For Management 1.6 Elect Director Phillip S. Payne For For Management 1.7 Elect Director Charles P. Toppino For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- AVALONBAY COMMUNITIES, INC. Ticker: AVB Security ID: 053484101 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bryce Blair For Did Not Management Vote 1.2 Elect Director Bruce A. Choate For Did Not Management Vote 1.3 Elect Director John J. Healy, Jr. For Did Not Management Vote 1.4 Elect Director Gilbert M. Meyer For Did Not Management Vote 1.5 Elect Director Charles D. Peebler, Jr. For Did Not Management Vote 1.6 Elect Director Lance R. Primis For Did Not Management Vote 1.7 Elect Director Allan D. Schuster For Did Not Management Vote 1.8 Elect Director Amy P. Williams For Did Not Management Vote 2 Submit Shareholder Rights Plan (Poison Against Did Not Shareholder Pill) to Shareholder Vote Vote -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: APR 7, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For Did Not Management Vote 1.2 Elect Director Charles W. Coker For Did Not Management Vote 1.3 Elect Director John T. Collins For Did Not Management Vote 1.4 Elect Director Gary L. Countryman For Did Not Management Vote 1.5 Elect Director Paul Fulton For Did Not Management Vote 1.6 Elect Director Charles K. Gifford For Did Not Management Vote 1.7 Elect Director Donald E. Guinn For Did Not Management Vote 1.8 Elect Director James H. Hance, Jr. For Did Not Management Vote 1.9 Elect Director Kenneth D. Lewis For Did Not Management Vote 1.10 Elect Director Walter E. Massey For Did Not Management Vote 1.11 Elect Director Thomas J. May For Did Not Management Vote 1.12 Elect Director C. Steven McMillan For Did Not Management Vote 1.13 Elect Director Eugene M. McQuade For Did Not Management Vote 1.14 Elect Director Patricia E. Mitchell For Did Not Management Vote 1.15 Elect Director Edward L. Romero For Did Not Management Vote 1.16 Elect Director Thomas M. Ryan For Did Not Management Vote 1.17 Elect Director O. Temple Sloan, Jr. For Did Not Management Vote 1.18 Elect Director Meredith R. Spangler For Did Not Management Vote 1.19 Elect Director Jackie M. Ward For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Change Date of Annual Meeting Against Did Not Shareholder Vote 4 Adopt Nomination Procedures for the Board Against Did Not Shareholder Vote 5 Charitable Contributions Against Did Not Shareholder Vote 6 Establish Independent Committee to Review Against Did Not Shareholder Mutual Fund Policy Vote 7 Adopt Standards Regarding Privacy and Against Did Not Shareholder Information Security Vote -------------------------------------------------------------------------------- BANK ONE CORP. Ticker: ONE Security ID: 06423A103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For Did Not Management Vote 2.1 Elect Director John H. Bryan For Did Not Management Vote 2.2 Elect Director Stephen B. Burke For Did Not Management Vote 2.3 Elect Director James S. Crown For Did Not Management Vote 2.4 Elect Director James Dimon For Did Not Management Vote 2.5 Elect Director Maureen A. Fay For Did Not Management Vote 2.6 Elect Director Laban P. Jackson, Jr. For Did Not Management Vote 2.7 Elect Director John W. Kessler For Did Not Management Vote 2.8 Elect Director Robert I. Lipp For Did Not Management Vote 2.9 Elect Director Richard A. Manoogian For Did Not Management Vote 2.10 Elect Director David C. Novak For Did Not Management Vote 2.11 Elect Director John W. Rogers, Jr. For Did Not Management Vote 2.12 Elect Director Frederick P. Stratton, For Did Not Management Jr. Vote 3 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY INC. Ticker: BRK.A Security ID: 084670108 Meeting Date: MAY 1, 2004 Meeting Type: Annual Record Date: MAR 3, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Warren E. Buffett For Did Not Management Vote 1.2 Elect Director Charles T. Munger For Did Not Management Vote 1.3 Elect Director Susan T. Buffett For Did Not Management Vote 1.4 Elect Director Howard G. Buffett For Did Not Management Vote 1.5 Elect Director Malcolm G. Chace For Did Not Management Vote 1.6 Elect Director David S. Gottesman For Did Not Management Vote 1.7 Elect Director Charlotte Guyman For Did Not Management Vote 1.8 Elect Director Donald R. Keough For Did Not Management Vote 1.9 Elect Director Thomas S. Murphy For Did Not Management Vote 1.10 Elect Director Ronald L. Olson For Did Not Management Vote 1.11 Elect Director Walter Scott, Jr. For Did Not Management Vote 2 Report on Political Against Did Not Shareholder Contributions/Activities Vote -------------------------------------------------------------------------------- BOSTON PROPERTIES INC. Ticker: BXP Security ID: 101121101 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mortimer B. Zuckerman For For Management 1.2 Elect Director Carol B. Einiger For For Management 1.3 Elect Director Alan B. Landis For For Management 1.4 Elect Director Richard E. Salomon For For Management 2 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- BRE PROPERTIES, INC. Ticker: BRE Security ID: 05564E106 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2.1 Elect Director Robert A. Fiddaman For For Management 2.2 Elect Director Roger P. Kuppinger For For Management 2.3 Elect Director Jeanne R. Myerson For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin M. Banks For Did Not Management Vote 1.2 Elect Director Colleen C. Welch, Ph.D. For Did Not Management Vote 1.3 Elect Director Roger L. Headrick For Did Not Management Vote 1.4 Elect Director Jean-Pierre Millon For Did Not Management Vote -------------------------------------------------------------------------------- CELESTICA INC. Ticker: CLS. Security ID: 15101Q108 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Robert Crandall, William For For Management Etherington, Richard Love, Anthony Melman, Gerald Schwartz, Charles Szuluk, Don Tapscott as Directors 2 Approve Auditors and Authorize Board to For For Management Fix Remuneration of Auditors -------------------------------------------------------------------------------- CHICAGO BRIDGE & IRON CO. Ticker: CBI Security ID: 167250109 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 FIRST POSITION: BALLENGEE For Did Not Management Vote 2 FIRST POSITION: BORDAGES Against Did Not Management Vote 3 SECOND POSITION: SIMPSON For Did Not Management Vote 4 SECOND POSITION: LEVENTRY Against Did Not Management Vote 5 TO AUTHORIZE THE PREPARATION OF THE For Did Not Management ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE Vote ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS 6 TO DISCHARGE MANAGEMENT BOARD AND For Did Not Management SUPERVISORY BOARD FROM LIABILITY IN Vote EXERCISE OF THEIR DUTIES 7 TO RESOLVE THE FINAL DIVIDEND For Did Not Management Vote 8 TO REPURCHASE UP TO 30% OF THE ISSUED For Did Not Management SHARE CAPITAL Vote 9 TO CANCEL SHARES TO BE ACQUIRED BY THE For Did Not Management COMPANY IN ITS OWN SHARE CAPITAL Vote 10 TO APPROVE THE EXTENSION OF THE AUTHORITY For Did Not Management TO ISSUE AND/OR GRANT RIGHTS ON SHARES Vote AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS 11 TO INCREASE THE AMOUNT OF THE AUTHORIZED For Did Not Management SHARE CAPITAL Vote 12 TO APPOINT DELOITTE & TOUCHE AS THE For Did Not Management COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS Vote -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For Did Not Management Vote 1.2 Elect Director C. Michael Armstrong For Did Not Management Vote 1.3 Elect Director Kenneth J. Bacon For Did Not Management Vote 1.4 Elect Director Sheldon M. Bonovitz For Did Not Management Vote 1.5 Elect Director Julian A. Brodsky For Did Not Management Vote 1.6 Elect Director Joseph L. Castle, II For Did Not Management Vote 1.7 Elect Director J. Michael Cook For Did Not Management Vote 1.8 Elect Director Brian L. Roberts For Did Not Management Vote 1.9 Elect Director Ralph J. Roberts For Did Not Management Vote 1.10 Elect Director Dr. Judith Rodin For Did Not Management Vote 1.11 Elect Director Michael I. Sovern For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Restricted Stock Plan For Did Not Management Vote 4 Amend Articles/Bylaws/Charter-Non-Routine For Did Not Management Vote 5 Require Two-Thirds Majority of Against Did Not Shareholder Independent Directors on Board Vote 6 Political Contributions/Activities Against Did Not Shareholder Vote 7 Nominate Two Directors for every open Against Did Not Shareholder Directorships Vote 8 Limit Executive Compensation Against Did Not Shareholder Vote 9 Adopt a Recapitalization Plan Against Did Not Shareholder Vote -------------------------------------------------------------------------------- COMERICA INC. Ticker: CMA Security ID: 200340107 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ralph W. Babb, Jr. For Did Not Management Vote 1.2 Elect Director James F. Cordes For Did Not Management Vote 1.3 Elect Director Peter D. Cummings For Did Not Management Vote 1.4 Elect Director Todd W. Herrick For Did Not Management Vote 1.5 Elect Director William P. Vititoe For Did Not Management Vote 1.6 Elect Director Kenneth L. Way For Did Not Management Vote 2 Approve Employee Stock Purchase Plan For Did Not Management Vote 3 Approve Non-Employee Director Omnibus For Did Not Management Stock Plan Vote 4 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- COMVERSE TECHNOLOGY, INC. Ticker: CMVT Security ID: 205862402 Meeting Date: JUN 15, 2004 Meeting Type: Annual Record Date: APR 27, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kobi Alexander For For Management 1.2 Elect Director Raz Alon For For Management 1.3 Elect Director Itsik Danziger For For Management 1.4 Elect Director John H. Friedman For For Management 1.5 Elect Director Ron Hiram For For Management 1.6 Elect Director Sam Oolie For For Management 1.7 Elect Director William F. Sorin For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORP. Ticker: CFC Security ID: 222372104 Meeting Date: JUN 16, 2004 Meeting Type: Annual Record Date: APR 19, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Henry G. Cisneros For For Management 1.2 Elect Director Robert J. Donato For For Management 1.3 Elect Director Michael E. Dougherty For For Management 1.4 Elect Director Martin R. Melone For For Management 1.5 Elect Director Harley W. Snyder For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- COUSINS PROPERTIES INC. Ticker: CUZ Security ID: 222795106 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas D. Bell, Jr. For Did Not Management Vote 1.2 Elect Director Erskine B. Bowles For Did Not Management Vote 1.3 Elect Director Richard W. Courts, Ii For Did Not Management Vote 1.4 Elect Director Thomas G. Cousins For Did Not Management Vote 1.5 Elect Director Lillian C. Giornelli For Did Not Management Vote 1.6 Elect Director Terence C. Golden For Did Not Management Vote 1.7 Elect Director Boone A. Knox For Did Not Management Vote 1.8 Elect Director John J. Mack For Did Not Management Vote 1.9 Elect Director Hugh L. Mccoll, Jr. For Did Not Management Vote 1.10 Elect Director William Porter Payne For Did Not Management Vote 2 Amend Omnibus Stock Plan For Did Not Management Vote -------------------------------------------------------------------------------- CSG SYSTEMS INTERNATIONAL, INC. Ticker: CSGS Security ID: 126349109 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: MAR 30, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Janice I. Obuchowski For For Management 2 Amend Employee Stock Purchase Plan For For Management -------------------------------------------------------------------------------- DEVELOPERS DIVERSIFIED REALTY CORP. Ticker: DDR Security ID: 251591103 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dean S. Adler For Did Not Management Vote 1.2 Elect Director Terrance R. Ahern For Did Not Management Vote 1.3 Elect Director Mohsen Anvari For Did Not Management Vote 1.4 Elect Director Robert H. Gidel For Did Not Management Vote 1.5 Elect Director Victor B. MacFarlane For Did Not Management Vote 1.6 Elect Director Craig Macnab For Did Not Management Vote 1.7 Elect Director Scott D. Roulston For Did Not Management Vote 1.8 Elect Director Barry A. Sholem For Did Not Management Vote 1.9 Elect Director William B. Summers, Jr. For Did Not Management Vote 1.10 Elect Director Bert L. Wolstein For Did Not Management Vote 1.11 Elect Director Scott A. Wolstein For Did Not Management Vote 2 Amend Shareholder Rights Plan (Poison For Did Not Management Pill) Vote 3 Approve Omnibus Stock Plan For Did Not Management Vote 4 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- DJ ORTHOPEDICS, INC. Ticker: DJO Security ID: 23325G104 Meeting Date: JUN 3, 2004 Meeting Type: Annual Record Date: APR 23, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack R. Blair For For Management 1.2 Elect Director Mitchell J. Blutt, M.D. For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- EQUITY OFFICE PROPERTIES TRUST Ticker: EOP Security ID: 294741103 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 12, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas E. Dobrowski For For Management 1.2 Elect Director William M. Goodyear For For Management 1.3 Elect Director James D. Harper, Jr. For For Management 1.4 Elect Director Richard D. Kincaid For For Management 1.5 Elect Director David K. Mckown For For Management 1.6 Elect Director Sheli Z. Rosenberg For For Management 1.7 Elect Director Edwin N. Sidman For For Management 1.8 Elect Director J. H.W.R. Van Der Vlist For For Management 1.9 Elect Director Samuel Zell For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- EQUITY RESIDENTIAL Ticker: EQR Security ID: 29476L107 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Alexander For For Management 1.2 Elect Director Charles L. Atwood For For Management 1.3 Elect Director Bruce W. Duncan For For Management 1.4 Elect Director Stephen O. Evans For For Management 1.5 Elect Director James D. Harper, Jr. For For Management 1.6 Elect Director Boone A. Knox For For Management 1.7 Elect Director Desiree G. Rogers For For Management 1.8 Elect Director Sheli Z. Rosenberg For For Management 1.9 Elect Director Gerald A. Spector For For Management 1.10 Elect Director B. Joseph White For For Management 1.11 Elect Director Samuel Zell For For Management 2 Amend Articles/Bylaws/Charter to Remove For For Management Antitakeover Provision(s) 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- FANNIE MAE Ticker: FNM Security ID: 313586109 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 6, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen B. Ashley For Did Not Management Vote 1.2 Elect Director Kenneth M. Duberstein For Did Not Management Vote 1.3 Elect Director Thomas P. Gerrity For Did Not Management Vote 1.4 Elect Director Timothy Howard For Did Not Management Vote 1.5 Elect Director Ann Korologos For Did Not Management Vote 1.6 Elect Director Frederic V. Malek For Did Not Management Vote 1.7 Elect Director Donald B. Marron For Did Not Management Vote 1.8 Elect Director Daniel H. Mudd For Did Not Management Vote 1.9 Elect Director Anne M. Mulcahy For Did Not Management Vote 1.10 Elect Director Joe K. Pickett For Did Not Management Vote 1.11 Elect Director Leslie Rahl For Did Not Management Vote 1.12 Elect Director Franklin D. Raines For Did Not Management Vote 1.13 Elect Director H. Patrick Swygert For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Employee Stock Purchase Plan For Did Not Management Vote 4 Provide for Cumulative Voting Against Did Not Shareholder Vote -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: MAY 21, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sara Levinson For For Management 1.2 Elect Director Joseph Neubauer For For Management 1.3 Elect Director Joseph A. Pichler For For Management 1.4 Elect Director Karl M. von der Heyden For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- FOREST OIL CORP. Ticker: FST Security ID: 346091705 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cortlandt S. Dietler For Did Not Management Vote 1.2 Elect Director Dod A. Fraser For Did Not Management Vote 1.3 Elect Director Patrick R. McDonald For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- GENERAL GROWTH PROPERTIES, INC. Ticker: GGP Security ID: 370021107 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Bucksbaum For Did Not Management Vote 1.2 Elect Director Alan Cohen For Did Not Management Vote 1.3 Elect Director Anthony Downs For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC (FORMERLY GLAXO WELLCOME PLC ) Ticker: SBH Security ID: G3910J112 Meeting Date: MAY 17, 2004 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and Statutory For For Management Reports 2 Approve Remuneration Report For For Management 3 Elect Lawrence Culp as Director For For Management 4 Elect Crispin Davis as Director For For Management 5 Elect Sir Robert Wilson as Director For For Management 6 Elect Tachi Yamada as Director For For Management 7 Re-elect Sir Christopher Hogg as Director For For Management 8 Re-appoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 9 Authorise Board to Fix Remuneration of For For Management the Auditors 10 Authorise EU Political Donations up to For For Management Aggregate Nominal Amount of GBP 100,000 11 Authorise Issuance of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 74,330,954 12 Authorise 594,647,632 Ordinary Shares for For For Management Market Purchase -------------------------------------------------------------------------------- GUIDANT CORP. Ticker: GDT Security ID: 401698105 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 11, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maurice A. Cox, Jr. For For Management 1.2 Elect Director Nancy-Ann Min DeParle For For Management 1.3 Elect Director Ronald W. Dollens For For Management 1.4 Elect Director Enrique C. Falla For For Management 1.5 Elect Director Kristina M. Johnson, For For Management Ph.D. 2 Ratify Auditors For For Management 3 Expense Stock Options Against For Shareholder -------------------------------------------------------------------------------- HARTFORD FINANCIAL SERVICES GROUP, INC., THE Ticker: HIG Security ID: 416515104 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ramani Ayer For Did Not Management Vote 1.2 Elect Director Ronald E. Ferguson For Did Not Management Vote 1.3 Elect Director Edward J. Kelly, III For Did Not Management Vote 1.4 Elect Director Paul G. Kirk, Jr. For Did Not Management Vote 1.5 Elect Director Thomas M. Marra For Did Not Management Vote 1.6 Elect Director Gail J. McGovern For Did Not Management Vote 1.7 Elect Director Robert W. Selander For Did Not Management Vote 1.8 Elect Director Charles B. Strauss For Did Not Management Vote 1.9 Elect Director H. Patrick Swygert For Did Not Management Vote 1.10 Elect Director Gordon I. Ulmer For Did Not Management Vote 1.11 Elect Director David K. Zwiener For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Limit Executive Compensation Against Did Not Shareholder Vote -------------------------------------------------------------------------------- HIGHWOODS PROPERTIES, INC. Ticker: HIW Security ID: 431284108 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 15, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward J. Fritsch For For Management 1.2 Elect Director Lawrence S. Kaplan For For Management 1.3 Elect Director L. Glenn Orr, Jr. For For Management 1.4 Elect Director William E. Graham, Jr. For For Management 2 Ratify Auditors For For Management 3 Other Business For For Management -------------------------------------------------------------------------------- HOME DEPOT, INC. (THE) Ticker: HD Security ID: 437076102 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: MAR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For Did Not Management Vote 1.2 Elect Director Richard H. Brown For Did Not Management Vote 1.3 Elect Director John L. Clendenin For Did Not Management Vote 1.4 Elect Director Berry R. Cox For Did Not Management Vote 1.5 Elect Director Claudio X. Gonzalez For Did Not Management Vote 1.6 Elect Director Milledge A. Hart, III For Did Not Management Vote 1.7 Elect Director Bonnie G. Hill For Did Not Management Vote 1.8 Elect Director Kenneth G. Langone For Did Not Management Vote 1.9 Elect Director Robert L. Nardelli For Did Not Management Vote 1.10 Elect Director Roger S. Penske For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Establish Term Limits for Directors Against Did Not Shareholder Vote 4 Submit Shareholder Rights Plan (Poison Against Did Not Shareholder Pill) to Shareholder Vote Vote 5 Performance- Based/Indexed Options Against Did Not Shareholder Vote 6 Adopt ILO Based Code of Conduct Against Did Not Shareholder Vote 7 Submit Severance Agreement Against Did Not Shareholder (Change-in-Control) to Shareholder Vote Vote 8 Require Affirmative Vote of the Majority Against Did Not Shareholder of the Shares to Elect Directors Vote -------------------------------------------------------------------------------- IAC / INTERACTIVECORP Ticker: IACI Security ID: 45840Q101 Meeting Date: JUN 23, 2004 Meeting Type: Annual Record Date: APR 29, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard N. Barton For For Management 1.2 Elect Director Robert R. Bennett For For Management 1.3 Elect Director Edgar Bronfman, Jr. For For Management 1.4 Elect Director Barry Diller For For Management 1.5 Elect Director Victor A. Kaufman For For Management 1.6 Elect Director Donald R. Keough For For Management 1.7 Elect Director Marie-Josee Kravis For For Management 1.8 Elect Director John C. Malone For For Management 1.9 Elect Director Steven Rattner For For Management 1.10 Elect Director Gen. H.N. Schwarzkopf For For Management 1.11 Elect Director Alan G. Spoon For For Management 1.12 Elect Director Diane Von Furstenberg For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Craig R. Barrett For Did Not Management Vote 1.2 Elect Director Charlene Barshefsky For Did Not Management Vote 1.3 Elect Director E. John P. Browne For Did Not Management Vote 1.4 Elect Director Andrew S. Grove For Did Not Management Vote 1.5 Elect Director D. James Guzy For Did Not Management Vote 1.6 Elect Director Reed E. Hundt For Did Not Management Vote 1.7 Elect Director Paul S. Otellini For Did Not Management Vote 1.8 Elect Director David S. Pottruck For Did Not Management Vote 1.9 Elect Director Jane E. Shaw For Did Not Management Vote 1.10 Elect Director John L. Thornton For Did Not Management Vote 1.11 Elect Director David B. Yoffie For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Omnibus Stock Plan For Did Not Management Vote 4 Expense Stock Options Against Did Not Shareholder Vote 5 Limit/Prohibit Awards to Executives Against Did Not Shareholder Vote 6 Performance- Based/Indexed Options Against Did Not Shareholder Vote -------------------------------------------------------------------------------- INTERPUBLIC GROUP OF COMPANIES, INC., THE Ticker: IPG Security ID: 460690100 Meeting Date: MAY 18, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Bell For Did Not Management Vote 1.2 Elect Director Frank J. Borell For Did Not Management Vote 1.3 Elect Director Reginald K. Brack For Did Not Management Vote 1.4 Elect Director Jill M. Considine For Did Not Management Vote 1.5 Elect Director Christopher J. Coughlin For Did Not Management Vote 1.6 Elect Director John J. Donner, Jr. For Did Not Management Vote 1.7 Elect Director Richard A. Goldstein For Did Not Management Vote 1.8 Elect Director H. John Greenlaus For Did Not Management Vote 1.9 Elect Director Michael I. Roth For Did Not Management Vote 1.10 Elect Director J. Phillip Samper For Did Not Management Vote 2 Approve Omnibus Stock Plan For Did Not Management Vote 3 Approve Non-Employee Director Omnibus For Did Not Management Stock Plan Vote 4 Ratify Auditors For Did Not Management Vote 5 MacBride Principles Against Did Not Shareholder Vote -------------------------------------------------------------------------------- IPC HOLDINGS LTD Ticker: IPCR Security ID: G4933P101 Meeting Date: JUN 11, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph C.H. Johnson For For Management 1.2 Elect Director James P. Bryce For For Management 1.3 Elect Director Kenneth L. Hammond For For Management 1.4 Elect Director Dr. Hon. C.E. James For For Management 1.5 Elect Director Frank Mutch For For Management 1.6 Elect Director Anthony M. Pilling For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ISTAR FINANCIAL INC. Ticker: SFI Security ID: 45031U101 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jay Sugarman For Did Not Management Vote 1.2 Elect Director Willis Andersen, Jr. For Did Not Management Vote 1.3 Elect Director Robert W. Holman, Jr. For Did Not Management Vote 1.4 Elect Director Robin Josephs For Did Not Management Vote 1.5 Elect Director John G. McDonald For Did Not Management Vote 1.6 Elect Director George R. Puskar For Did Not Management Vote 1.7 Elect Director Jeffrey A. Weber For Did Not Management Vote 2 Amend Deferred Compensation Plan For Did Not Management Vote 3 Amend Omnibus Stock Plan For Did Not Management Vote 4 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 2, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For Did Not Management Vote 2.1 Elect Director Hans W. Becherer For Did Not Management Vote 2.2 Elect Director Frank A. Bennack, Jr. For Did Not Management Vote 2.3 Elect Director John H. Biggs For Did Not Management Vote 2.4 Elect Director Lawrence A. Bossidy For Did Not Management Vote 2.5 Elect Director Ellen V. Futter For Did Not Management Vote 2.6 Elect Director William H. Gray, III For Did Not Management Vote 2.7 Elect Director William B. Harrison, Jr For Did Not Management Vote 2.8 Elect Director Helene L. Kaplan For Did Not Management Vote 2.9 Elect Director Lee R. Raymond For Did Not Management Vote 2.10 Elect Director John R. Stafford For Did Not Management Vote 3 Ratify Auditors For Did Not Management Vote 4 Amend Executive Incentive Bonus Plan For Did Not Management Vote 5 Adjourn Meeting For Did Not Management Vote 6 Establish Term Limits for Directors Against Did Not Shareholder Vote 7 Charitable Contributions Against Did Not Shareholder Vote 8 Political Contributions Against Did Not Shareholder Vote 9 Separate Chairman and CEO Positions Against Did Not Shareholder Vote 10 Provide Adequate Disclosure for over the Against Did Not Shareholder counter Derivatives Vote 11 Auditor Independence Against Did Not Shareholder Vote 12 Submit Non-Employee Director Compensation Against Did Not Shareholder to Vote Vote 13 Report on Pay Disparity Against Did Not Shareholder Vote -------------------------------------------------------------------------------- KIMCO REALTY CORP. Ticker: KIM Security ID: 49446R109 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin Kimmel For For Management 1.2 Elect Director Milton Cooper For For Management 1.3 Elect Director Richard G. Dooley For For Management 1.4 Elect Director Michael Flynn For For Management 1.5 Elect Director Joe Grills For For Management 1.6 Elect Director David Henry For For Management 1.7 Elect Director F. Patrick Hughes For For Management 1.8 Elect Director Frank Lourenso For For Management 1.9 Elect Director Richard Saltzman For For Management 2 Amend Stock Option Plan For For Management 3 Separate Chairman and CEO Positions Against For Shareholder -------------------------------------------------------------------------------- KROGER CO., THE Ticker: KR Security ID: 501044101 Meeting Date: JUN 24, 2004 Meeting Type: Annual Record Date: APR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Clendenin For For Management 1.2 Elect Director David B. Dillon For For Management 1.3 Elect Director David B. Lewis For For Management 1.4 Elect Director Don W. McGeorge For For Management 1.5 Elect Director W. Rodney McMullen For For Management 1.6 Elect Director Susan M. Phillips For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors Against For Shareholder 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- MACERICH CO., THE Ticker: MAC Security ID: 554382101 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward C. Coppola For For Management 1.2 Elect Director Fred S. Hubbell For For Management 1.3 Elect Director Diana M. Laing For For Management 1.4 Elect Director Dr. William P. Sexton For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis W. Bernard For For Management 1.2 Elect Director Mathis Cabiallavetta For For Management 1.3 Elect Director Zachary W. Carter For For Management 1.4 Elect Director Robert F. Erburu For For Management 1.5 Elect Director Oscar Fanjul For For Management 1.6 Elect Director Ray J. Groves For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MATTEL, INC. Ticker: MAT Security ID: 577081102 Meeting Date: MAY 13, 2004 Meeting Type: Annual Record Date: MAR 17, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene P. Beard For Did Not Management Vote 1.2 Elect Director Michael J. Dolan For Did Not Management Vote 1.3 Elect Director Robert A. Eckert For Did Not Management Vote 1.4 Elect Director Tully M. Friedman For Did Not Management Vote 1.5 Elect Director Ronald M. Loeb For Did Not Management Vote 1.6 Elect Director Andrea L. Rich For Did Not Management Vote 1.7 Elect Director Ronald L. Sargent For Did Not Management Vote 1.8 Elect Director Christopher A. Sinclair For Did Not Management Vote 1.9 Elect Director G. Craig Sullivan For Did Not Management Vote 1.10 Elect Director John L. Vogelstein For Did Not Management Vote 1.11 Elect Director Kathy Brittain White For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Limit Awards to Executives Against Did Not Shareholder Vote 4 Prohibit Auditor from Providing Non-Audit Against Did Not Shareholder Services Vote -------------------------------------------------------------------------------- MCAFEE INC. Ticker: MFE Security ID: 640938106 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Dutkowsky For For Management 1.2 Elect Director Denis O'Leary For For Management 1.3 Elect Director Robert Pangia For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward A. Brennan For Did Not Management Vote 1.2 Elect Director Walter E. Massey For Did Not Management Vote 1.3 Elect Director John W. Rogers, Jr. For Did Not Management Vote 1.4 Elect Director Anne-Marie Slaughter For Did Not Management Vote 1.5 Elect Director Roger W. Stone For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Omnibus Stock Plan For Did Not Management Vote 4 Approve/Amend Executive Incentive Bonus For Did Not Management Plan Vote -------------------------------------------------------------------------------- NABORS INDUSTRIES, LTD. Ticker: NBR Security ID: G6359F103 Meeting Date: JUN 1, 2004 Meeting Type: Annual Record Date: APR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect James L. Payne as Director For For Management 1.2 Elect Hans W. Schmidt as Director For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Reincorporate From Bermuda to Delaware Against Against Management 4 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- NATIONWIDE FINANCIAL SERVICES, INC. Ticker: NFS Security ID: 638612101 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James G. Brocksmith, Jr. For Did Not Management Vote 1.2 Elect Director Keith W. Eckel For Did Not Management Vote 1.3 Elect Director James F. Patterson For Did Not Management Vote 1.4 Elect Director Gerald D. Prothro For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Omnibus Stock Plan For Did Not Management Vote 4 Approve Outside Director Stock For Did Not Management Awards/Options in Lieu of Cash Vote -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 11, 2004 Meeting Type: Annual Record Date: MAR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven C. Beering For For Management 1.2 Elect Director Dennis E. Foster For For Management 1.3 Elect Director Richard L. Thompson For For Management 1.4 Elect Director Carolyn Y. Woo For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NTL INCORPORATED Ticker: NTLI Security ID: 62940M104 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey D. Benjamin For Did Not Management Vote 1.2 Elect Director David Elstein For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Omnibus Stock Plan For Did Not Management Vote 4 Approve Executive Incentive Bonus Plan For Did Not Management Vote 5 Approve Share Plan Grant For Did Not Management Vote -------------------------------------------------------------------------------- PACIFICARE HEALTH SYSTEMS, INC. Ticker: PHS Security ID: 695112102 Meeting Date: MAY 20, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aida Alvarez For For Management 1.2 Elect Director Bradley C. Call For For Management 1.3 Elect Director Terry O. Hartshorn For For Management 1.4 Elect Director Dominic Ng For For Management 1.5 Elect Director Howard G. Phanstiel For For Management 1.6 Elect Director Warren E. Pinckert Ii For For Management 1.7 Elect Director David A. Reed For For Management 1.8 Elect Director Charles R. Rinehart For For Management 1.9 Elect Director Linda Rosenstock For For Management 1.10 Elect Director Lloyd E. Ross For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PAN PACIFIC RETAIL PROPERTIES, INC. Ticker: PNP Security ID: 69806L104 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David P. Zimel For Did Not Management Vote 2 Declassify the Board of Directors For Did Not Management Vote 3 Amend Articles to Increase Ownership For Did Not Management Limits of Common Stock Vote -------------------------------------------------------------------------------- PATTERSON-UTI ENERGY INC. Ticker: PTEN Security ID: 703481101 Meeting Date: JUN 29, 2004 Meeting Type: Annual Record Date: MAY 28, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark S. Siegel For For Management 1.2 Elect Director Cloyce A. Talbott For For Management 1.3 Elect Director A. Glenn Patterson For For Management 1.4 Elect Director Kenneth N. Berns For For Management 1.5 Elect Director Robert C. Gist For For Management 1.6 Elect Director Curtis W. Huff For For Management 1.7 Elect Director Terry H. Hunt For For Management 1.8 Elect Director Kenneth R. Peak For For Management 1.9 Elect Director Nadine C. Smith For For Management 2 Increase Authorized Common Stock For Against Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- PROQUEST COMPANY Ticker: PQE Security ID: 74346P102 Meeting Date: MAY 26, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David Bonderman For For Management 1.2 Elect Director David G. Brown For For Management 1.3 Elect Director Alan W. Aldworth For For Management 1.4 Elect Director William E. Oberndorf For For Management 1.5 Elect Director James P. Roemer For For Management 1.6 Elect Director Gary L. Roubos For For Management 1.7 Elect Director Todd S. Nelson For For Management 1.8 Elect Director Linda G. Roberts For For Management 1.9 Elect Director William J. White For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- PS BUSINESS PARKS, INC. Ticker: PSB Security ID: 69360J107 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald L. Havner, Jr. For Did Not Management Vote 1.2 Elect Director Joseph D. Russell, Jr. For Did Not Management Vote 1.3 Elect Director Harvey Lenkin For Did Not Management Vote 1.4 Elect Director Vern O. Curtis For Did Not Management Vote 1.5 Elect Director Arthur M. Friedman For Did Not Management Vote 1.6 Elect Director James H. Kropp For Did Not Management Vote 1.7 Elect Director Alan K. Pribble For Did Not Management Vote 1.8 Elect Director Jack D. Steele For Did Not Management Vote 2 Approval of the Retirement Plan for For Did Not Management Non-Employee Directors Vote 3 Ratify Auditors For Did Not Management Vote -------------------------------------------------------------------------------- PUBLIC STORAGE, INC. Ticker: PSA Security ID: 74460D109 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B. Wayne Hughes For For Management 1.2 Elect Director Ronald L. Havner, Jr. For For Management 1.3 Elect Director Harvey Lenkin For For Management 1.4 Elect Director Robert J. Abernethy For For Management 1.5 Elect Director Dann V. Angeloff For For Management 1.6 Elect Director William C. Baker For For Management 1.7 Elect Director John T. Evans For For Management 1.8 Elect Director Uri P. Harkham For For Management 1.9 Elect Director B. Wayne Hughes, Jr. For For Management 1.10 Elect Director Daniel C. Staton For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ROUSE CO., THE Ticker: RSE Security ID: 779273101 Meeting Date: MAY 6, 2004 Meeting Type: Annual Record Date: MAR 10, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeremiah E. Casey For Did Not Management Vote 1.2 Elect Director Roger W. Schipke For Did Not Management Vote 2 Increase Authorized Common Stock For Did Not Management Vote -------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Ticker: SPG Security ID: 828806109 Meeting Date: MAY 5, 2004 Meeting Type: Annual Record Date: MAR 8, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Birch Bayh For Did Not Management Vote 1.2 Elect Director Melvyn E. Bergstein For Did Not Management Vote 1.3 Elect Director Linda Walker Bynoe For Did Not Management Vote 1.4 Elect Director Karen N. Horn For Did Not Management Vote 1.5 Elect Director G. William Miller For Did Not Management Vote 1.6 Elect Director J. Albert Smith, Jr. For Did Not Management Vote 1.7 Elect Director Pieter S. van den Berg For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Separate Chairman and CEO Positions Against Did Not Shareholder Vote -------------------------------------------------------------------------------- SL GREEN REALTY CORP. Ticker: SLG Security ID: 78440X101 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 31, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin Thomas Burton, III For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- SPECTRASITE, INC. Ticker: SSI Security ID: 84761M104 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen H. Clark For For Management 1.2 Elect Director Paul M. Albert, Jr. For For Management 1.3 Elect Director Robert Katz For For Management 1.4 Elect Director Richard Masson For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Calvin Darden For Did Not Management Vote 1.2 Elect Director Michele J. Hooper For Did Not Management Vote 1.3 Elect Director Anne M. Mulcahy For Did Not Management Vote 1.4 Elect Director Stephen W. Sanger For Did Not Management Vote 1.5 Elect Director Warren R. Staley For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Amend Omnibus Stock Plan For Did Not Management Vote -------------------------------------------------------------------------------- TERADYNE, INC. Ticker: TER Security ID: 880770102 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John P. Mulroney For For Management 1.2 Elect Director Patricia S. Wolpert For For Management 2 Amend Employee Stock Purchase Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- TRANSKARYOTIC THERAPIES, INC. Ticker: TKTX Security ID: 893735100 Meeting Date: JUN 22, 2004 Meeting Type: Annual Record Date: APR 26, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Astrue For For Management 1.2 Elect Director Walter Gilbert For For Management 1.3 Elect Director Dennis H. Langer For For Management 1.4 Elect Director Jonathan S. Leff For For Management 1.5 Elect Director Rodman W. Moorhead, III For For Management 1.6 Elect Director Lydia Villa-Komaroff For For Management 1.7 Elect Director Wayne P. Yetter For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- VORNADO REALTY TRUST Ticker: VNO Security ID: 929042109 Meeting Date: MAY 27, 2004 Meeting Type: Annual Record Date: APR 16, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Trustee Robert P. Kogod For For Management 1.2 Elect Trustee David Mandelbaum For For Management 1.3 Elect Trustee Richard R. West For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2004 Meeting Type: Annual Record Date: MAR 9, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For Did Not Management Vote 1.2 Elect Director Susan E. Engel For Did Not Management Vote 1.3 Elect Director Enrique Hernandez, Jr. For Did Not Management Vote 1.4 Elect Director Robert L. Joss For Did Not Management Vote 1.5 Elect Director Reatha Clark King For Did Not Management Vote 1.6 Elect Director Richard M. Kovacevich For Did Not Management Vote 1.7 Elect Director Richard D. McCormick For Did Not Management Vote 1.8 Elect Director Cynthia H. Milligan For Did Not Management Vote 1.9 Elect Director Philip J. Quigley For Did Not Management Vote 1.10 Elect Director Donald B. Rice For Did Not Management Vote 1.11 Elect Director Judith M. Runstad For Did Not Management Vote 1.12 Elect Director Stephen W. Sanger For Did Not Management Vote 1.13 Elect Director Susan G. Swenson For Did Not Management Vote 1.14 Elect Director Michael W. Wright For Did Not Management Vote 2 Approve Retirement Plan For Did Not Management Vote 3 Ratify Auditors For Did Not Management Vote 4 Expense Stock Options Against Did Not Shareholder Vote 5 Limit Executive Compensation Against Did Not Shareholder Vote 6 Link Executive Compensation to Social Against Did Not Shareholder Issues Vote 7 Report on Political Against Did Not Shareholder Contributions/Activities Vote ========== END NPX REPORT </PRE>
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.
Salomon Brothers Capital and Income Fund Inc.
By:
/s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer and President of Salomon Brothers Capital and Income Fund Inc.
Date: August 26, 2004