FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-02736
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PETROLEUM & RESOURCES CORPORATION
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(Exact name of registrant as specified in charter)
7 Saint Paul Street, Suite 1140, Baltimore, Maryland 21202
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(Address of principal executive offices)
Lawrence L. Hooper, Jr.
Petroleum & Resources Corporation
7 Saint Paul Street
Suite 1140
Baltimore, Maryland 21202
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(Name and address of agent for service)
Registrant's telephone number, including area code: 410-752-5900
Date of fiscal year end: December 31, 2004
Date of reporting period: July 1, 2003 - June 30, 2004
Item 1. Proxy Voting Record
Description Proposal Voted Vote For/
Type Agnst
Mgmt
Issuer: AGL Resources Inc.
Ticker: ATG
CUSIP: 001204-10-6
Meeting Date: 4/28/2004
Election of Directors MGMT YES FOR ALL FOR
Issuer: Air Products and Chemicals,
Inc.
Ticker: APD
CUSIP: 009158-10-6
Meeting Date: 1/22/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appointment of MGMT YES FOR FOR
independent Auditors
Issuer: Albemarle Corp.
Ticker: ALB
CUSIP: 012653-10-1
Meeting Date: 3/31/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of auditors for MGMT YES FOR FOR
fiscal year ending 12/31/2004
Issuer: Amerada Hess Corp.
Ticker: AHC
CUSIP: 023551-10-4
Meeting Date: 5/5/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of independent auditors MGMT YES FOR FOR
Approve Co's long-term incentive plan MGMT YES AGNST AGNST
Stockholder proposal regarding the SHLDR YES AGNST FOR
creation of a formal mechanism for
dialogue between independent
directors & shareholders
Issuer: Apache Corp. - Special
Meeting
Ticker: APA
CUSIP: 037411-10-5
Meeting Date: 12/18/2003
Approve Increase Shares for Planned MGMT YES FOR FOR
Two-for-One Stock Split
Issuer: Apache Corp. - Annual Meeting
Ticker: APA
CUSIP: 037411-10-5
Meeting Date: 5/6/2004
Election of Directors MGMT YES FOR ALL FOR
Stockholder Proposal regarding SHLDR YES AGNST FOR
Climate Change Resolution
Issuer: Aqua America, Inc.
Ticker: WTR
CUSIP: 03836W-10-3
Meeting Date: 5/20/2004
Election of Directors MGMT YES FOR ALL FOR
Consider & act upon amendment to MGMT YES FOR FOR
Articles of Incorporation increasing
authorized shares
Approve 2004 Equity Compensation Plan MGMT YES FOR FOR
Issuer: Arch Coal Inc.
Ticker: ACI
CUSIP: 039380-10-0
Meeting Date: 4/22/2004
Election of Directors MGMT YES FOR ALL FOR
Issuer: Baker Hughes, Inc.
Ticker: BHI
CUSIP: 057224-10-7
Meeting Date: 4/28/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of Independent Auditor MGMT YES FOR FOR
for Fiscal Year 2004
Stockholder Proposal to eliminate SHLDR YES FOR AGNST
staggered board
Stockholder Proposal to redeem poison SHLDR YES FOR AGNST
pill plan
Issuer: BJ Services Co.
Ticker: BJS
CUSIP: 055482-10-3
Meeting Date: 1/22/2004
Election of Directors MGMT YES FOR ALL FOR
Proposal regarding 2003 Incentive MGMT YES FOR FOR
Plan
Stockholder Proposal on Company's SHLDR YES AGNST FOR
Operations in Burma
Issuer: Boise Cascade Corp. - Annual
Meeting
Ticker: BCC
CUSIP: 097383-10-3
Meeting Date: 4/15/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of appt. of independent MGMT YES FOR FOR
accts. For 2004
Shareholder Proposal regarding SHLDR YES AGNST FOR
separation of position of Chairman &
CEO
Issuer: Boise Cascade Corp. - Special
Meeting re: Acquisition of OfficeMax
Ticker: BCC
CUSIP: 097383-10-3
Meeting Date: 12/9/2003
Approval of merger w/ OfficeMax MGMT YES FOR FOR
Approval of increase in shares for MGMT YES AGNST AGNST
stock incentive plan
Issuer: BP plc ADR
Ticker: BP
CUSIP: 055622-10-4
Meeting Date: 4/15/2004
Election of Directors MGMT YES FOR ALL FOR
Reappointment of Auditors MGMT YES FOR FOR
Proposal regarding Amendments of the MGMT YES FOR FOR
Articles of Assn. including
retirement of directors
Proposals regarding Directors' MGMT YES FOR FOR
authority to allot shares
Proposal regarding Share buyback MGMT YES FOR FOR
Proposal regarding use of treasury MGMT YES FOR FOR
shares for employee share schemes
Proposal regarding the Directors' & MGMT YES FOR FOR
Non-Directors' Remuneration and
Reports
Shareholder proposal regarding SHLDR YES AGNST FOR
operations in protected areas, e.g.,
national parks and wildlife refuges
Issuer: Burlington Resources Inc.
Ticker: BR
CUSIP: 122014-10-3
Meeting Date: 4/21/2004
Election of Directors MGMT YES FOR ALL FOR
Approve amd. to Co's. Cert. of Inc. MGMT YES FOR FOR
to increase the no. of auth. shares
of common stock
Ratification of appt. of independent MGMT YES FOR FOR
auditor for the year ended 12/31/2004
Issuer: ChevronTexaco Corp.
Ticker: CVX
CUSIP: 166764-10-0
Meeting Date: 4/28/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of Independent MGMT YES FOR FOR
Accts.
Show support for Stockholder Rights MGMT YES FOR FOR
Plan Policy
Approve Long-Term Incentive Plan MGMT YES AGNST AGNST
Stockholder Proposal to report on SHLDR YES AGNST FOR
Economic Effects of HIV/AIDS, TB &
Malaria
Stockholder Proposal for Political SHLDR YES AGNST FOR
Disclosure
Stockholder Proposal for a Director SHLDR YES AGNST FOR
Election vote Threshold
Stockholder Proposal to Report on SHLDR YES AGNST FOR
Ecuador
Stockholder Proposal to Report on SHLDR YES AGNST FOR
Renewable Energy
Issuer: ConocoPhillips
Ticker: COP
CUSIP: 20825C-10-4
Meeting Date: 5/5/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of independent MGMT YES FOR FOR
auditors for 2004
Approve 2004 Omnibus Stock & MGMT YES AGNST AGNST
Performance Incentive Plan
Shareholder Proposal regarding SHLDR YES AGNST FOR
Limitation on Executive Compensation
Shareholder Proposal regarding SHLDR YES AGNST FOR
Commonsense Executive Compensation
Proposal
Shareholder Proposal regarding SHLDR YES AGNST FOR
Drilling in the Artic National
Wildlife Refuge
Issuer: Devon Energy Corp.
Ticker: DVN
CUSIP: 25179M-10-3
Meeting Date: 6/8/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of Independent MGMT YES FOR FOR
Auditors for 2004
Shareholder Proposal for a Director SHLDR YES AGNST FOR
Election Vote Threshold
Issuer: Duke Energy Corp.
Ticker: DUK
CUSIP: 264399-10-6
Meeting Date: 5/13/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of independent auditors MGMT YES FOR FOR
for 2004
Shareholder proposal to eliminate SHLDR YES FOR AGNST
staggered election of directors
Issuer: Energen Corp.
Ticker: EGN
CUSIP: 29265N-10-8
Meeting Date: 4/28/2004
Election of Directors MGMT YES FOR ALL FOR
Issuer: EOG Resources, Inc.
Ticker: EOG
CUSIP: 26875P-10-1
Meeting Date: 5/4/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of independent public MGMT YES FOR FOR
auditors for Co for year ending
12/31/2004
Approval of Amended & Restated EOG MGMT YES AGNST AGNST
Resources, Inc. 1992 Stock Plan
Issuer: Equitable Resources Inc.
Ticker: EQT
CUSIP: 294549-10-0
Meeting Date: 4/14/2004
Election of Directors MGMT YES FOR ALL FOR
Approve amendment & restatement of MGMT YES FOR FOR
1999 Long-Term Incentive Plan
Ratification of appt. of independent MGMT YES FOR FOR
auditors for 2004
Issuer: Exxon Mobil Corp.
Ticker: XOM
CUSIP: 30231G-10-2
Meeting Date: 5/26/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of independent auditors MGMT YES FOR FOR
Approve 2004 Non-Employee Director MGMT YES FOR FOR
Restricted Stock Plan
Shareholder Proposal regarding SHLDR YES AGNST FOR
Political Contributions
Shareholder Proposal regarding SHLDR YES AGNST FOR
Political Contributions Report
Shareholder Proposal regarding media SHLDR YES AGNST FOR
response on Equatorial Guinea
Shareholder Proposal regarding Board SHLDR YES AGNST FOR
Chairman & CEO
Shareholder Proposal regarding SHLDR YES AGNST FOR
Executive Compensation
Shareholder Proposal regarding Equity SHLDR YES AGNST FOR
Compensation Report
Shareholder Proposal regarding SHLDR YES AGNST FOR
Amendment of EEO Policy
Shareholder Proposal regarding SHLDR YES AGNST FOR
Climate Science Report
Issuer: General Electric Co.
Ticker: GE
CUSIP: 369604-10-3
Meeting Date: 4/28/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of Selection of MGMT YES FOR FOR
Independent Auditor
Proposal to add a revenue Measurement MGMT YES FOR FOR
to Exec. Offcr. Performance Goals for
Long-Term Performance Awards
Shareholder Proposal Regarding SHLDR YES AGNST FOR
Cumulative Voting
Shareholder Proposal Regarding Animal SHLDR YES AGNST FOR
Testing
Shareholder Proposal Regarding SHLDR YES AGNST FOR
Nuclear Risk
Shareholder Proposal Regarding Report SHLDR YES AGNST FOR
on PCB Cleanup Costs
Shareholder Proposal Regarding SHLDR YES AGNST FOR
Offshore Sourcing
Shareholder Proposal Regarding SHLDR YES AGNST FOR
Sustainability Index
Shareholder Proposal Regarding SHLDR YES AGNST FOR
Compensation Committee Independence
Shareholder Proposal regarding Pay SHLDR YES AGNST FOR
Disparity
Shareholder Proposal regarding End SHLDR YES AGNST FOR
Stock Options & Bonuses
Shareholder Proposal regarding SHLDR YES AGNST FOR
Limiting Outside Directorships
Shareholder Proposal regarding SHLDR YES AGNST FOR
Independent Board Chairman
Shareholder Proposal regarding SHLDR YES AGNST FOR
Exploration of Sale of Company
Shareholder Proposal regarding SHLDR YES AGNST FOR
Holding Stock from Stock Options
Shareholder Proposal regarding Board SHLDR YES AGNST FOR
Independence
Shareholder Proposal regarding SHLDR YES AGNST FOR
Political Contributions
Issuer: GlobalSantaFe Corp.
Ticker: GSF
CUSIP: G3930E101
Meeting Date: 6/9/2004
Election of Directors MGMT YES FOR ALL FOR
Approve special resolution (#1) to MGMT YES FOR FOR
amend the Co's. Amended & Restated
Articles of Assn.
Approve special resolution (#2) to MGMT YES FOR FOR
amend the Co's. Amended & Restated
Articles of Assn.
Ratification of appt. of independent MGMT YES FOR FOR
accts.
Issuer: Grant Prideco Inc.
Ticker: GRP
CUSIP: 38821G101
Meeting Date: 5/11/2004
Election of Directors MGMT YES FOR ALL FOR
Issuer: Ingersoll-Rand Co. Ltd.
Ticker: IR
CUSIP: G4776G-10-1
Meeting Date: 6/2/2004
Election of Directors MGMT YES FOR ALL FOR
Adoption of Amended & Restated MGMT YES AGNST AGNST
Incentive Stock Plan of 1998
Adoption of Amended & Restated By- MGMT YES FOR FOR
laws
Approval of appt. of independent MGMT YES FOR FOR
auditors for 2004
Shareholder Proposal to eliminate SHLDR YES FOR AGNST
staggered board
Shareholder Proposal to change Co's. SHLDR YES AGNST FOR
jurisdiction of Inc. from Bermuda to
U.S.
Shareholder Proposal to require SHLDR YES AGNST FOR
separation of the positions - CEO &
Chairman
Issuer: Kerr-McGee Corp. - Annual
Meeting
Ticker: KMG
CUSIP: 492386-10-7
Meeting Date: 5/11/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of Appt. of Independent MGMT YES FOR FOR
Auditors
Stockholder Proposal to create staff SHLDR YES AGNST FOR
to handle direct communications by
shareholders with Board on Corporate
governance issues
Issuer: Kerr-McGee Corp. - Special
Meeting
Ticker: KMG
CUSIP: 492386-10-7
Meeting Date: 6/25/2004
Approve issuance of shares in MGMT YES FOR FOR
connection with merger of Westport
Resources Corp. into Kerr-McGee
Issuer: Keyspan Corp.
Ticker: KSE
CUSIP: 49337W-10-0
Meeting Date: 5/20/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of independent public MGMT YES FOR FOR
accountants for 2004
Shareholder Proposal to redeem poison SHLDR YES FOR AGNST
pill plan
Issuer: Kinder Morgan, Inc.
Ticker: KMI
CUSIP: 49455P-10-1
Meeting Date: 5/11/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of selection of MGMT YES FOR FOR
independent auditors for 2004
Proposal to amend & restate Amended & MGMT YES AGNST AGNST
Restated 1999 Stock Option Plan
Stockholder proposal relating to SHLDR YES AGNST FOR
preparation of a sustainability
report
Stockholder Proposal Relating to SHLDR YES AGNST FOR
Expensing Stock Options
Issuer: MDU Resources Group, Inc.
Ticker: MDU
CUSIP: 552690-10-9
Meeting Date: 4/27/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of Amds. To Non-Employee MGMT YES AGNST AGNST
Director Stock Compensation Plan
Issuer: Murphy Oil Corp.
Ticker: MUR
CUSIP: 626717-10-2
Meeting Date: 5/12/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of independent auditors for MGMT YES FOR FOR
2004
Issuer: Nabors Industries Ltd.
Ticker: NBR
CUSIP: G6359F-10-3
Meeting Date: 6/1/2004
Election of Directors MGMT YES FOR ALL FOR
Appoint independent auditors & MGMT YES FOR FOR
authorize Audit Committee of the BOD
to set the auditors' remuneration
Shareholder proposal to chg. Nabors' SHLDR YES AGNST FOR
jurisdiction of incorporation from
Bermuda to Delaware
Issuer: National Fuel Gas Co.
Ticker: NFG
CUSIP: 636180-10-1
Meeting Date: 2/19/2004
Election of Directors MGMT YES FOR ALL FOR
Appointment of Independent MGMT YES FOR FOR
Accountants
Shareholder Proposal regarding SHLDR YES AGNST FOR
limitation of Executive Compensation
plans
Issuer: New Jersey Resources Corp.
Ticker: NJR
CUSIP: 646025-10-6
Meeting Date: 1/21/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of Independent auditors for MGMT YES FOR FOR
fiscal year ending September 30, 2004
Issuer: Noble Corp.
Ticker: NE
CUSIP: G65422-10-0
Meeting Date: 4/22/2004
Election of Directors MGMT YES FOR ALL FOR
Appointment of Independent Auditors MGMT YES FOR FOR
for 2004
Issuer: Noble Energy, Inc.
Ticker: NBL
CUSIP: 655044-10-5
Meeting Date: 4/27/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of independent MGMT YES FOR FOR
auditors
Approval of amd. to 1988 Nonqualified MGMT YES FOR FOR
Stock Option Plan for Non-Employee
Directors
Approve material terms of performance MGMT YES FOR FOR
goals applicable to future grants of
restricted stock & performance units
under the 2004 Long Term Incentive
Plan
Issuer: Northwestern Corp.
Ticker: NTHWQ
CUSIP: 668074-10-7
Meeting Date: 8/26/2003
Approve amds. and a restatement of MGMT YES FOR FOR
Co's. Restated Certificate of
Incorporation including increase in
outstanding shares
Election of Directors MGMT YES FOR ALL FOR
Ratification selection of Independent MGMT YES FOR FOR
Auditors for year ending 12/31/2003
Issuer: Occidental Petroleum Corp.
Ticker: OXY
CUSIP: 674599-10-5
Meeting Date: 4/30/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of selection of MGMT YES FOR FOR
independent auditors
Approval of amend to Restricted Stock MGMT YES FOR FOR
Plan for Non-Employee Directors to
increase the number of shares of
issuance
Stockholder Proposal regarding SHLDR YES AGNST FOR
discontinuance of options, rights &
severance payments
Issuer: Pioneer Natural Resources Co.
Ticker: PXD
CUSIP: 723787-10-7
Meeting Date: 5/13/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of selection of auditors MGMT YES FOR FOR
for current year
Issuer: Questar Corp.
Ticker: STR
CUSIP: 748356-10-2
Meeting Date: 5/18/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of Long-term Cash Incentive MGMT YES FOR FOR
Plan
Issuer: Rohm & Haas Co.
Ticker: ROH
CUSIP: 775371-10-7
Meeting Date: 5/3/2004
Election of Directors MGMT YES FOR ALL FOR
Approval of proposal to adopt 2004 MGMT YES FOR FOR
Company Annual Incentive Plan
Approval of proposal to adopt 2004 MGMT YES FOR FOR
Long-Term Performance Share Plan
Approval of 2004 Amended & Restated MGMT YES AGNST AGNST
Company Stock Plan
Ratification of independent auditor MGMT YES FOR FOR
for 2004
Issuer: Royal Dutch Petroleum Co. ADR
Ticker: RD
CUSIP: 780257-80-4
Meeting Date: 6/28/2004
Annual Report & Accounts 2003, MGMT YES FOR FOR
Finalization of Balance Sheet,
Declaration of Dividend, Discharge of
Managing Directors & members of
Supervisory Board
Appointment of Managing Director & MGMT YES FOR FOR
members of the Supervisory Board
Reduction of issued share capital MGMT YES FOR FOR
Auth. Of Board of Mgmt to acquire MGMT YES FOR FOR
shares in the capital of Company
Issuer: Schlumberger Ltd.
Ticker: SLB
CUSIP: 806857-10-8
Meeting Date: 4/14/2004
Election of Directors MGMT YES FOR ALL FOR
Report on course of bus. during the MGMT YES FOR FOR
year 2003; Adopt & approve Company's
Consolidated Balance Sheet as at
12/31/2003, its Consolidated
Statement of Income for the year 2003
& declaration of dividends by BOD as
reflected in the Co's. 2003 Annual
Report
Approve adoption of 2004 Stock & MGMT YES FOR FOR
Deferral Plan for Non-Employee
Directors
Approve appt. of independent auditors MGMT YES FOR FOR
to audit accounts of Co. for 2004
Issuer: Smurfit-Stone Container Corp.
Ticker: SSCC
CUSIP: 832727-10-1
Meeting Date: 5/12/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of independent MGMT YES FOR FOR
auditors for 2004
Approval of 2004 Long Term Incentive MGMT YES AGNST AGNST
Plan
Approval of Non-Employee Director MGMT YES FOR FOR
Deferred Compensation Plan
Stockholder Proposal to consider SHLDR YES AGNST FOR
discontinuing all rights, options,
SAR's & possible severance payments
to top five management
Issuer: Stone Energy Corp.
Ticker: SGY
CUSIP: 861642-10-6
Meeting Date: 5/20/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of independent MGMT YES FOR FOR
public accountants for fiscal year
ending 12/31/2004
Approval of Co's. 2004 Amended & MGMT YES FOR FOR
Restated Stock Incentive Plan
Issuer: Temple-Inland Inc.
Ticker: TIN
CUSIP: 879868-10-7
Meeting Date: 5/7/2004
Election of Directors MGMT YES FOR ALL FOR
Ratification of appt. of independent MGMT YES FOR FOR
auditors for fiscal year ending Jan
1, 2005
Issuer: Total S.A. ADR
Ticker: TOT
CUSIP: 89151E-10-9
Meeting Date: 5/14/2004
Approval of Consolidated Financial MGMT YES FOR FOR
Statements
Auth. For BOD to issue debt MGMT YES FOR FOR
securities
Election of Directors MGMT YES FOR ALL FOR
Appt. of Director representing MGMT YES AGNST FOR
employee shareholders (11.)
Appt. of Director representing MGMT YES AGNST FOR
employee shareholders (12.)
Appt. of Director representing MGMT YES AGNST FOR
employee shareholders (13.)
Appointment of Auditors MGMT YES FOR FOR
Determination of total Directors' MGMT YES FOR FOR
Compensation
Authorization to award options MGMT YES FOR FOR
Authorization to issue convertible MGMT YES FOR FOR
securities
Capital increase reserved for MGMT YES FOR FOR
employees
Issuer: Weatherford International,
Ltd.
Ticker: WFT
CUSIP: G95089-10-1
Meeting Date: 5/25/2004
Election of Directors MGMT YES FOR ALL FOR
Appt. of independent auditors for MGMT YES FOR FOR
year ending 12/31/2004
Issuer: Williams Companies, Inc.
Ticker: WMB
CUSIP: 969457-10-0
Meeting Date: 5/20/2004
Election of Directors MGMT YES FOR ALL FOR
Ratify appt. of independent auditors MGMT YES FOR FOR
Shareholder Proposal on performance & SHLDR YES AGNST FOR
time-based restricted shares
Issuer: XTO Energy, Inc.
Ticker: XTO
CUSIP: 98385X-10-6
Meeting Date: 5/18/2004
Election of Directors MGMT YES FOR ALL FOR
Approve amd. to Restated Certificate MGMT YES FOR FOR
of Inc. to increase authorized number
of shares
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.
PETROLEUM & RESOURCES CORPORATION
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(Registrant)
BY: /s/ Douglas G. Ober
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Douglas G. Ober
Chief Executive Officer
(Principal Executive Officer)
Date: August 27, 2004