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 811-21455 DREMAN/CLAYMORE DIVIDEND & INCOME FUND (Exact name of registrant as specified in charter) 2455 CORPORATE WEST DRIVE, LISLE, ILLINOIS 60532 (Address of principal executive offices) (Zip code) Nicholas Dalmaso, Claymore Advisors, LLC, 2455 Corporate West Drive, Lisle, Illinois 60532 (Name and address of agent for service) Registrant's telephone number, including area code: (630) 505-3736 Date of fiscal year end: October 31 Date of reporting period: June 30, 2004 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 ((S)(S) 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507. Item 1. Proxy Voting Record Proposed by For / Meeting (I)ssuer or Vote Against Issuer Ticker CUSIP Date Matter Voted On (S)hareholder Cast? How Voted Mngmt ---------------- ------ --------- --------- ---------------------- ------------- ----- ------------------------ ------- Bank of America BAC 060505104 3/17/2004 Adoption of the Merger I YES FOR FOR Corp Agreement Bank of America BAC 060505104 3/17/2004 Adoption of Bank of I YES FOR FOR Corp America's Amended Stock Plan Bank of America BAC 060505104 3/17/2004 Adoption of an I YES FOR FOR Corp Amendment to Increase the Number of Authorized Shares of Bank of America Common Stock Bank of America BAC 060505104 3/17/2004 Approval of Proposal I YES FOR FOR Corp to Adjourn the Bank of America Special Meeting, if necessary, to Solicit Additional Proxies Bristol Myers BMY 110122108 5/4/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Squibb Co. Peter R. Dolan Bristol Myers BMY 110122108 5/4/2004 Appointment of I YES AGAINST AGAINST Squibb Co. Independent Auditors Bristol Myers BMY 110122108 5/4/2004 Stockholder Proposal S YES FOR AGAINST Squibb Co. Relating to Publication of Political Contributions Bristol Myers BMY 110122108 5/4/2004 Stockholder Proposal S YES AGAINST FOR Squibb Co. Relating to Prohibition of Political Contributions Bristol Myers BMY 110122108 5/4/2004 Stockholder Proposal S YES FOR AGAINST Squibb Co. Relating to Separation of Chairman and CEO Positions Bristol Myers BMY 110122108 5/4/2004 Stockholder Proposal S YES AGAINST FOR Squibb Co. Relating to HIV/AIDS-TB-Malaria Bristol Myers BMY 110122108 5/4/2004 Stockholder Proposal S YES AGAINST FOR Squibb Co. Relating to Director Vote Threshold US Tobacco Inc. UST 902911106 5/4/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Vincent A. Gierer Jr. US Tobacco Inc. UST 902911106 5/4/2004 Selection of I YES FOR FOR Independent Auditors US Tobacco Inc. UST 902911106 5/4/2004 Shareholder Input on S YES FOR AGAINST Poison Pills US Tobacco Inc. UST 902911106 5/4/2004 Shareholder Proposal - S YES AGAINST FOR Reducing Nitrosamines (TSNA) in Oral Snuff ConocoPhilips COP 20825C104 5/5/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Kenneth M. Duberstein ConocoPhilips COP 20825C104 5/5/2004 Ratification of I YES FOR FOR Appointment of Independent Auditors ConocoPhilips COP 20825C104 5/5/2004 Approval of the 2004 I YES FOR FOR Omnibus Stock and Performance Incentive Plan ConocoPhilips COP 20825C104 5/5/2004 Shareholder Proposal - S YES AGAINST FOR Limitation on Executive Compensation ConocoPhilips COP 20825C104 5/5/2004 Shareholder Proposal - S YES AGAINST FOR Commonsense Executive Compensation ConocoPhilips COP 20825C104 5/5/2004 Shareholder Proposal - S YES AGAINST FOR Drilling in the Arctic National Wildlife Refuge Kerr-Mcgee KMG 492386107 5/11/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Luke R. Corbett Kerr-Mcgee KMG 492386107 5/11/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Luke R. Corbett Kerr-Mcgee KMG 492386107 5/11/2004 Ratification of the I YES FOR FOR Appointment of Independent Auditors Kerr-Mcgee KMG 492386107 5/11/2004 Ratification of the I YES FOR FOR Appointment of Independent Auditors Kerr-Mcgee KMG 492386107 5/11/2004 Stockholder Proposal S YES AGAINST FOR Requesting Establishment of an Office of the Board of Directors Kerr-Mcgee KMG 492386107 5/11/2004 Stockholder Proposal S YES AGAINST FOR Requesting Establishment of an Office of the Board of Directors Loew's Corp LTR 540424108 5/11/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST BOWER, FRIBURG, AND TISCH Loew's Corp LTR 540424108 5/11/2004 Ratification of the I YES FOR FOR Appointment of Independent Auditors Loew's Corp LTR 540424108 5/11/2004 Shareholder Proposal S YES AGAINST FOR Relating to Cumulative Voting Loew's Corp LTR 540424108 5/11/2004 Shareholder Proposal S YES AGAINST FOR relating to Environmental Tobacco Smoke Loew's Corp LTR 540424108 5/11/2004 Shareholder Proposal S YES AGAINST FOR relating to Charitable Contributions Consolidated ED 209115104 5/17/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Edison Inc. Eugene McGrath, Ellen Futter, Stephen R. Volk, Frederic Salerno Consolidated ED 209115104 5/17/2004 Ratification of I YES FOR FOR Edison Inc. Appointment of Independent Accountants Consolidated ED 209115104 5/17/2004 Approval of the I YES FOR FOR Edison Inc. Company's Stock Purchase Plan Consolidated ED 209115104 5/17/2004 Shareholder Proposal - S YES AGAINST FOR Edison Inc. Additional Compensation Information American AIG 026874107 5/19/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST International Marshall A. Cohen, Group Carla A. Hills and Maurice R. Greenberg American AIG 026874107 5/19/2004 Approval of a Proposal I YES FOR FOR International to Adopt a Chief Group Executive Officer Annual Compensation Plan American AIG 026874107 5/19/2004 Approval of a Proposal I YES FOR FOR International to Adopt the Group American International Group, Inc. Director Stock Plan American AIG 026874107 5/19/2004 Ratification of I YES FOR FOR International Selection of Group Accountants American AIG 026874107 5/19/2004 Shareholder S YES FOR AGAINST International Proposal I Group American AIG 026874107 5/19/2004 Shareholder S YES AGAINST FOR International Proposal II Group American AIG 026874107 5/19/2004 Shareholder S YES AGAINST FOR International Proposal III Group Keyspan KSE 49337W100 5/20/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Robert B. Catell and J. Atwo Keyspan KSE 49337W100 5/20/2004 Ratification of I YES AGAINST AGAINST Deloitte & Touche LLP as Independent Public Accountants Keyspan KSE 49337W100 5/20/2004 Shareholder Proposal S YES FOR AGAINST Vector Group VGR 92240M108 5/24/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Ltd. Howard M. Lorber, Bennett S. Robert J. Eide and Jean E. Sharpe Vector Group VGR 92240M108 5/24/2004 Approval of Vector I YES FOR FOR Ltd. Group Ltd. Amended and Restated 1999 Long-Term Incentive Plan Electronic Data EDS 285661104 5/25/2004 Election of Directors I YES FOR ALL FOR Systems Electronic Data EDS 285661104 5/25/2004 Ratification of I YES FOR FOR Systems Appointment of Auditors Electronic Data EDS 285661104 5/25/2004 Shareholder Proposal S YES AGAINST FOR Systems Relating to Classified Board Electronic Data EDS 285661104 5/25/2004 Shareholder Proposal S YES FOR AGAINST Systems Relating to Rights Plan Electronic Data EDS 285661104 5/25/2004 Shareholder Proposal S YES AGAINST FOR Systems Relating to Majority Vote Fannie Mae FNM 313586109 5/25/2004 Election of Directors I NO N/A N/A Fannie Mae FNM 313586109 5/25/2004 Ratification of I YES AGAINST AGAINST Auditors Fannie Mae FNM 313586109 5/25/2004 Approval of Amendment I YES FOR FOR to the Company's Employee Stock Purchase Plan Fannie Mae FNM 313586109 5/25/2004 Shareholder Proposal - S YES AGAINST FOR Cumulative Voting Bank of America BAC 060505104 5/26/2004 Election of Directors I YES FOR, WITH EXCEPTION OF AGAINST Corp Charles K. Gifford, Paul Fulton and Jackie M. Ward Bank of America BAC 060505104 5/26/2004 Ratification of I YES AGAINST AGAINST Corp Independent Public Accountants Bank of America BAC 060505104 5/26/2004 Stockholder Proposal S YES AGAINST FOR Corp Regarding the Annual Meeting Date Bank of America BAC 060505104 5/26/2004 Stockholder Proposal S YES FOR AGAINST Corp Regarding the Nomination of Directors Bank of America BAC 060505104 5/26/2004 Stockholder Proposal S YES AGAINST FOR Corp Regarding Charitable Contributions Bank of America BAC 060505104 5/26/2004 Stockholder Proposal S YES AGAINST FOR Corp Regarding Mutual Fund Trading Policies Bank of America BAC 060505104 5/26/2004 Stockholder Proposal S YES AGAINST FOR Corp Regarding Privacy and Information Security Newcastle NCT 65105M108 5/27/2004 Election of Directors I YES FOR ALL FOR Investment Corp Newcastle NCT 65105M108 5/27/2004 Approval of I YES FOR FOR Investment Appointment of Corp Ernst & Young LLP as Independent Auditors Devon Energy DVN 25179M103 6/8/2004 Election of Directors I YES FOR ALL FOR Devon Energy DVN 25179M103 6/8/2004 Ratification of I YES FOR FOR Independent Auditors Devon Energy DVN 25179M103 6/8/2004 Shareholder Proposal S YES AGAINST FOR for a Director Election Vote Threshold Union Planters UPC 908068109 6/8/2004 Approval and Adoption I YES FOR FOR Corp of the Merger Agreement Union Planters UPC 908068109 6/8/2004 Election of Directors I YES FOR ALL FOR Corp Union Planters UPC 908068109 6/8/2004 Ratification of I YES FOR FOR Corp Selection of Independent Accountants Union Planters UPC 908068109 6/8/2004 Adjournment of Annual I YES FOR FOR Corp Meeting Union Planters UPC 908068109 6/8/2004 Shareholder Proposal S YES AGAINST FOR Corp MFA Mortgage MFA 55272X102 6/9/2004 Election of Directors I YES FOR, W/ EXCEPTION OF Investments ZIMMERMAN AGAINST Inc MFA Mortgage MFA 55272X102 6/9/2004 Approval of the 2004 I YES FOR FOR Investments Equity Compensation Inc Plan MFA Mortgage MFA 55272X102 6/9/2004 Ratification of I YES FOR FOR Investments Appointment of Inc Auditors American Home AHM 02660R107 6/16/2004 Election of Directors I YES FOR ALL FOR Mortgage Inves American Home AHM 02660R107 6/16/2004 Ratification of I YES AGAINST AGAINST Mortgage External Auditor Inves Kerr-Mcgee KMG 492386107 6/25/2004 Approve Merger I YES FOR FOR Agreement SIGNATURES [See General Instruction F] 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. Dreman/Claymore Dividend & Income Fund By: /s/ Nicholas Dalmaso --------------------------------- Name: Nicholas Dalmaso Title: Chief Legal and Executive Officer Date: August 30, 2004