FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-00248 ------------------------------------------------------------------------- THE ADAMS EXPRESS COMPANY ------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 7 Saint Paul Street, Suite 1140, Baltimore, Maryland 21202 ------------------------------------------------------------------------- (Address of principal executive offices) Lawrence L. Hooper, Jr. The Adams Express Company 7 Saint Paul Street Suite 1140 Baltimore, Maryland 21202 ------------------------------------------------------------------------- (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: Abbott Laboratories Ticker: ABT CUSIP: 002824-10-0 Meeting Date: 4/23/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of auditors for MGMT YES FOR FOR 2004 Shareholder Proposal concerning SHLDR YES AGNST FOR prescription drugs Shareholder Proposal concerning SHLDR YES AGNST FOR political contributions Shareholder Proposal concerning stock SHLDR YES AGNST FOR options to Sr. Executives Shareholder Proposal concerning SHLDR YES AGNST FOR global infectious diseases Issuer: Affymetrix, Inc. Ticker: AFFX CUSIP: 00826T-10-8 Meeting Date: 6/10/2004 Election of Directors MGMT YES FOR ALL FOR Proposal concerning the approval of MGMT YES AGNST AGNST Amended & Restated 2000 Equity Incentive Plan Proposal concerning ratification of MGMT YES FOR FOR the appointment of independent auditors 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 Corporation 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: Alltel Corp. Ticker: AT CUSIP: 020039-10-3 Meeting Date: 4/22/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appointment of MGMT YES FOR FOR independent Auditors Stockholder proposal related to SHLDR YES AGNST FOR sexual orientation non-discrimination policy Issuer: AMBAC Financial Group, Inc. Ticker: ABK CUSIP: 023139-10-8 Meeting Date: 5/4/2004 Election of Directors MGMT YES FOR ALL FOR Amend Certificate of Inc. to increase MGMT YES FOR FOR number of authorized shares of Common Stock Approve amends. to the Ambac 1997 Non-MGMT YES FOR FOR Employee Directors Equity Plan Ratification of independent auditors MGMT YES FOR FOR for 2004 Issuer: American International Group Ticker: AIG CUSIP: 026874-10-7 Meeting Date: 5/19/2004 Election of Directors MGMT YES FOR ALL FOR Adopt CEO Annual Comp. Plan MGMT YES FOR FOR Adopt Director Stock Plan MGMT YES FOR FOR Ratification of selection of MGMT YES FOR FOR independent Accountants for 2004 Shareholder proposal relating to SHLDR YES AGNST FOR political contributions Shareholder proposal relating to SHLDR YES AGNST FOR Executive Officer Compensation Shareholder proposal relating to SHLDR YES AGNST FOR investments in tobacco equities 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 Inc. increasing authorized shares Approve 2004 Equity Compensation Plan MGMT YES FOR FOR Issuer: BankNorth Group, Inc. Ticker: BNK CUSIP: 06646R-10-7 Meeting Date: 4/27/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR Auditor Issuer: Bank of America Corp. - Special Meeting re: Merger Proposal with FleetBoston Financial Corporation Ticker: BAC CUSIP: 060505-10-4 Meeting Date: 3/17/2004 Proposal to adopt merger agreement MGMT YES FOR FOR Proposal to adopt amended & restated MGMT YES AGNST AGNST BOA 2003 Key Associate Stock Plan Proposal to increase number of MGMT YES FOR FOR authorized shares Issuer: Bank of America Corp. - Annual Meeting Ticker: BAC CUSIP: 060505-10-4 Meeting Date: 5/26/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR independent Accountants for 2004 Stockholder proposal re: annual mtg. SHLDR YES AGNST FOR date Stockholder proposal re: nomination SHLDR YES AGNST FOR of directors Stockholder proposal re: charitable SHLDR YES AGNST FOR contributions Stockholder proposal re: mutual fund SHLDR YES AGNST FOR trading policies Stockholder proposal re: privacy & SHLDR YES AGNST FOR info. security Issuer: BEA Systems, Inc. Ticker: BEAS CUSIP: 073325-10-2 Meeting Date: 6/11/2004 Election of Directors MGMT YES FOR ALL FOR Ratification & Approval of Appt. of MGMT YES FOR FOR Independent Auditors Issuer: BellSouth Corp. Ticker: BLS CUSIP: 079860-10-2 Meeting Date: 4/26/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR Auditors for 2004 Proposal to amend the Companys bylaws MGMT YES FOR FOR to provide for annual election of directors Proposal regarding Stock & Incentive MGMT YES AGNST AGNST Compensation Plan Shareholder Proposal regarding SHLDR YES AGNST FOR Executive Compensation Shareholder Proposal regarding CEO SHLDR YES AGNST FOR Compensation Shareholder Proposal regarding SHLDR YES AGNST FOR disclosure of political contributions Issuer: BJ's Wholesale Club, Inc. Ticker: BJ CUSIP: 05548J-10-6 Meeting Date: 5/20/2004 Election of Directors MGMT YES FOR ALL FOR Approval of amd of Company's 1997 MGMT YES AGNST AGNST Stock Incentive Plan Ratification of appt. of independent MGMT YES FOR FOR Auditors for fiscal year ending 1/29/2005 Issuer: Black & Decker Corp. Ticker: BDK CUSIP: 091797-10-0 Meeting Date: 4/27/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR independent auditors Approve the B&D 2004 Restricted Stock MGMT YES AGNST AGNST Plan Shareholder Proposal regarding SHLDR YES AGNST FOR current compensation system for Sr. Executives Issuer: Black Hills Corp. Ticker: BKH CUSIP: 092113-10-9 Meeting Date: 5/26/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors 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: Brinker International Inc. Ticker: EAT CUSIP: 109641-10-0 Meeting Date: 11/13/2003 Election of Directors MGMT YES FOR ALL FOR Ratification of independent Auditors MGMT YES FOR FOR Shareholder Proposal regarding Co's. SHLDR YES AGNST FOR policy for food products containing genetically engineered ingredients Issuer: Bristol-Myers Squibb Co. Ticker: BMY CUSIP: 110122-10-8 Meeting Date: 5/14/2004 Election of Directors MGMT YES FOR ALL FOR Appointment of Independent Auditors MGMT YES FOR FOR Stockholder Proposal Relating to SHLDR YES AGNST FOR Publication of Political Contributions Stockholder Proposal Relating to SHLDR YES AGNST FOR Prohibition of Political Contributions Stockholder Proposal Relating to SHLDR YES AGNST FOR Separation of Chairman & CEO Positions Stockholder Proposal Relating to SHLDR YES AGNST FOR HIV/AIDS-TB-Malaria Issuer: CINergy Corp. Ticker: CIN CUSIP: 172474-10-8 Meeting Date: 5/4/2004 Stockholder Proposal Relating to SHLDR YES AGNST FOR Director Vote Threshold Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR independent auditors Issuer: Cisco Systems Inc. Ticker: CSCO CUSIP: 17275R-10-2 Meeting Date: 11/11/2003 Election of Directors MGMT YES FOR ALL FOR Approve amd & restatement of Employee MGMT YES FOR FOR Stock Purchase Plan, including increase of shares Ratification of appt. of Independent MGMT YES FOR FOR Auditors for fiscal year ending July 31, 2004 Shareholder Proposal regarding prep. SHLDR YES AGNST FOR of a report to stockholders on certain Cisco hardware & software products Shareholder Proposal regarding SHLDR YES AGNST FOR executive compensation Issuer: Coca-Cola Co. Ticker: KO CUSIP: 191216-10-0 Meeting Date: 4/21/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors for fiscal year 2004 Stockholder Proposal Regarding SHLDR YES AGNST AGNST economic impact study of Global HIV/AIDS Pandemic Stockholder Proposal Regarding Stock SHLDR YES AGNST FOR Option Glass Ceiling Report Stockholder Proposal Regarding SHLDR YES AGNST FOR Compensation Stockholder Proposal Regarding SHLDR YES AGNST FOR Restricted Stock Stockholder Proposal Regarding Sr. SHLDR YES AGNST FOR Executive Participation in Co's. Compensation & Deferral Investment Program Stockholder Proposal on The China SHLDR YES AGNST FOR Business Principles Stockholder Proposal Regarding SHLDR YES AGNST FOR Separation Positions of CEO & Chairman Issuer: Compass Bancshares Inc. Ticker: CBSS CUSIP: 20449H-10-9 Meeting Date: 4/19/2004 Election of Directors MGMT YES FOR ALL FOR Act on proposal to approve a monthly MGMT YES FOR FOR investment plan for Compass Employees Ratification of selection of MGMT YES FOR FOR independent auditor for 2004 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 Arctic National Wildlife Refuge Issuer: Corning Ticker: GLW CUSIP: 219350-10-5 Meeting Date: 4/29/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors for fiscal year ending 12/31/2004 Shareholder Proposal regarding future SHLDR YES AGNST FOR severance agreements Issuer: Dean Foods Co. Ticker: DF CUSIP: 242370-10-4 Meeting Date: 5/18/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR independent auditor for 2004 Issuer: DiamondCluster International Inc. Ticker: DTPI CUSIP: 25278P-10-6 Meeting Date: 9/23/2003 Election of Directors MGMT YES FOR ALL FOR Approve plan of recapitalization to MGMT YES FOR FOR convert all Class A & Class B Common Stock into a new class of capital stock called Common Stock and adopt related amends to our Restated Certificate of Inc. Approve amds to the Emp. Stock MGMT YES FOR FOR Purchase Plan Ratify the recom. of the Audit MGMT YES FOR FOR Committee to appoint independent auditors for fiscal yr. 2004 Issuer: R.R. Donnelley & Sons Co. Ticker: RRD CUSIP: 257867-10-1 Meeting Date: 4/14/2004 Election of Directors MGMT YES FOR ALL FOR Stockholder Proposal requesting the SHLDR YES AGNST FOR arrangement of the sale of company to the highest bidder Stockholder Proposal requesting that SHLDR YES AGNST FOR the BOD establish a policy of expensing the cost of future stock options Issuer: R.R. Donnelley & Sons Co. - Special Meeting Ticker: RRD CUSIP: 257867-10-1 Meeting Date: 2/23/2004 Proposal to approve issuance of MGMT YES FOR FOR shares of R.R. Donnelley common stock as contemplated by the Combination Agreement between R.R. Donnelley & Moore Wallace Inc. Consider adoption of new performance MGMT YES FOR FOR incentive plan 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: Enzon Pharmaceuticals, Inc. Ticker: ENZN CUSIP: 293904-10-8 Meeting Date: 12/2/2003 Election of Directors MGMT YES FOR ALL FOR Approve Amends. To Co's. 2001 MGMT YES AGNST AGNST Incentive Stock Plan Ratification of selection of MGMT YES FOR FOR independent accountants for fiscal year ending June 30, 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: Fifth Third Bancorp Ticker: FITB CUSIP: 316773-10-0 Meeting Date: 3/23/2004 Election of Directors MGMT YES FOR ALL FOR Proposal to adopt Incentive Comp. MGMT YES FOR FOR Plan. Ratification of selection of MGMT YES FOR FOR independent auditor for 2004 Shareholder Proposal regarding SHLDR YES AGNST FOR request to amend EEO Policy to prohibit discrimination Issuer: Gannett Co., Inc. Ticker: GCI CUSIP: 364730-10-1 Meeting Date: 5/4/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors for 2004 fiscal year. Consider and act upon proposal to MGMT YES AGNST AGNST amd. Co.'s Incentive Compensation Plan & increase number of shares issued under Plan Shareholder Proposal requesting SHLDR YES FOR FOR replacement of the current compensation system for Sr. Executives 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: Genentech, Inc. Ticker: DNA CUSIP: 368710-40-6 Meeting Date: 4/16/2004 Approve amendment to by-laws with MGMT YES FOR FOR respect to number of auth. Directors. Election of Directors MGMT YES FOR ALL FOR Approve amd. To Co's. Amended & MGMT YES FOR FOR Restated Certificate of Inc. to increase auth. Shares of Common Stock Approve 2004 Equity Incentive Plan MGMT YES AGNST AGNST Ratify appt. of independent auditors MGMT YES FOR FOR for 2004 Issuer: HCA Inc. Ticker: HCA CUSIP: 404119-10-9 Meeting Date: 5/27/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors Consider & approve Amended & Restated MGMT YES FOR FOR Mgmt. Stock Purchase Plan Issuer: Hershey Foods Corp. Ticker: HSY CUSIP: 427866-10-8 Meeting Date: 4/28/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors for 2004 Issuer: Illinois Tool Works Inc. Ticker: ITW CUSIP: 452308-10-9 Meeting Date: 5/7/2004 Election of Directors MGMT YES FOR (1 FOR Vote WITHHELD for election of deceased director) Ratification of appt. of independent MGMT YES FOR FOR accounts 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: Intel Corp. Ticker: INTC CUSIP: 458140-10-0 Meeting Date: 5/19/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors Approve 2004 Equity Incentive Plan MGMT YES FOR FOR Shareholder Proposal requesting SHLDR YES AGNST FOR expensing of stock options Shareholder Proposal requesting use SHLDR YES AGNST FOR of performance-vesting stock Shareholder Proposal requesting use SHLDR YES AGNST FOR of performance-based stock options Issuer: Investors Financial Services Corp. Ticker: IFIN CUSIP: 461915-10-0 Meeting Date: 4/13/2004 Election of Directors MGMT YES FOR ALL FOR Approve amd. to company Certificate MGMT YES FOR FOR of Inc. to inc. no. of auth. Shares of co. common stock Approve amd. To Co.'s 1997 Employee MGMT YES FOR FOR Stock Purchase Plan to include number of shares avail. for issuance Ratification of selection of MGMT YES FOR FOR independent auditors for fiscal year ending 12/31/2004 Issuer: Johnson & Johnson Ticker: JNJ CUSIP: 478160-10-4 Meeting Date: 4/22/2004 Election of Directors SHLDR YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors Shareholder Proposal on charitable SHLDR YES AGNST FOR contributions 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: Laboratory Corp. of America Holdings Ticker: LH CUSIP: 50540R-40-9 Meeting Date: 5/12/2004 Election of Board of Directors MGMT YES FOR ALL FOR Approval of Amds. To Stock Purchase MGMT YES FOR FOR Plan Ratification of appt. of independent MGMT YES FOR FOR accountants for the year ending 12/31/2004. Issuer: Lucent Technologies Inc. Ticker: LU CUSIP: 549463-10-7 Meeting Date: 2/18/2004 Election of Board of Directors MGMT YES FOR ALL FOR Approve amd. to the Restated Cert. of MGMT YES FOR FOR Inc. to declassify the BOD & to allow for removal of directors w/o cause Approve 2004 Equity Compensation Plan MGMT YES FOR FOR for Non-Employee Directors Amd. the Restated Cert. of Inc. auth. MGMT YES FOR FOR the BOD to effect a reverse stock split at one to four ratio. Shareowner Proposal to require SHLDR YES AGNST FOR shareowner approval of future golden parachutes Shareowner Proposal regarding Exec. SHLDR YES AGNST FOR Compensation Programs Issuer: Mattel, Inc. Ticker: MAT CUSIP: 577081-10-2 Meeting Date: 5/13/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR Independent Auditors Stockholder Proposal Regarding Mgmt. SHLDR YES AGNST FOR Compensation Stockholder Proposal Regarding SHLDR YES AGNST FOR Services Performed by Independent Auditors 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: Medimmune, Inc. Ticker: MEDI CUSIP: 584699-10-2 Meeting Date: 5/20/2004 Election of Directors MGMT YES FOR ALL FOR Approval of 2004 Stock Incentive Plan MGMT YES AGNST AGNST Ratification of appt. of Independent MGMT YES FOR FOR Auditors. Issuer: Microsoft Corp. Ticker: MSFT CUSIP: 594918-10-4 Meeting Date: 11/11/2003 Election of Directors MGMT YES FOR ALL FOR Consider & vote on proposed amds. To MGMT YES FOR FOR 2001 Stock Plan Proposal providing stock options for MGMT YES AGNST AGNST Non-Employee Directors Shareholder Proposal limiting SHLDR YES AGNST FOR charitable contributions Issuer: 3M Co. Ticker: MMM CUSIP: 88579Y-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 Proposal to Approve Amd. to the MGMT YES FOR FOR Certificate of Inc. to increase the Authorized Common Stock Stockholder Proposal to split SHLDR YES AGNST FOR CEO/Chairman roles Issuer: Newell Rubbermaid Inc. Ticker: NWL CUSIP: 651229-10-6 Meeting Date: 5/12/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR Independent Accountants Issuer: Nokia Corp. ADR Ticker: NOK CUSIP: 654902-20-4 Meeting Date: 3/25/2004 Matters specified in Article 12 of MGMT YES FOR FOR the Articles of Association Proposal by the BOD to reduce share MGMT YES FOR FOR capital Proposal by the BOD to auth. the BOD MGMT YES FOR FOR to increase the share capital Proposal by the BOD to auth. the BOD MGMT YES FOR FOR to repurchase Nokia shares Proposal by the BOD to auth. the BOD MGMT YES FOR FOR to dispose Nokia shares held by Co. Proposal by the BOD to inc. the MGMT YES FOR FOR capital of The Foundation of Nokia Corp. by EUR 5 000 000 to be used for the purpose of the Foundation to support the telecom tech. and to promote education in the sector. Dividend MGMT YES FOR FOR Composition of the BOD MGMT YES FOR FOR Election of the Auditor MGMT YES FOR FOR 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 of selection of MGMT YES FOR FOR Independent Auditors for year ending 12/31/2004 Issuer: Oracle Corp. Ticker: ORCL CUSIP: 68389X-10-5 Meeting Date: 10/13/2003 Election of Directors MGMT YES FOR ALL FOR Approve adoption of Fiscal Year 2004 MGMT YES FOR FOR Executive Bonus Plan Ratification of appt. of independent MGMT YES FOR FOR auditors for Fiscal Year 2004 Proposal providing stock options for SHLDR YES AGNST AGNST Non-Employee Directors Consider the adoption of the China SHLDR YES AGNST FOR Business Principles for Rights of Workers in China Issuer: PepsiCo, Inc. Ticker: PEP CUSIP: 713448-10-8 Meeting Date: 5/5/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors Approve 2004 Executive Incentive MGMT YES FOR FOR Comp. Plan Shareholder proposal requesting co. SHLDR YES AGNST FOR to publish its political contributions in major newspapers Shareholder proposal requesting SHLDR YES AGNST FOR company to review economic impacts of HIV/AIDS, TB & Malaria on its business & prepare a report Issuer: Petroleum & Resources Corp. Ticker: PEO CUSIP: 716549-10-0 Meeting Date: 3/30/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of independent auditors MGMT YES FOR FOR for the year ending 12/31/2004 Issuer: Pfizer Inc. Ticker: PFE CUSIP: 717081-10-3 Meeting Date: 4/22/2004 Election of Directors MGMT YES FOR ALL FOR Approve Appt. of independent auditor MGMT YES FOR FOR for 2004 fiscal year Approve 2004 Stock Plan MGMT YES AGNST AGNST Shareholder Proposal Requesting SHLDR YES AGNST FOR Review of Economic Effects of HIV/AIDS, TB & Malaria Pandemics on Co's. Bus. Strategy Shareholder Proposal Relating to SHLDR YES AGNST FOR Political Contributions Shareholder Proposal Relating to SHLDR YES AGNST FOR Annual Rpt. On Corp. Resources devoted to Supporting Political Entities or Candidates Shareholder Proposal Seeking to SHLDR YES AGNST FOR Impose Term Limits on Directors Shareholder Proposal Requesting a SHLDR YES AGNST FOR Report on Increasing Access to Pfizer Products Shareholder Proposal on Stock Options SHLDR YES AGNST FOR Shareholder Proposal on In Vitro SHLDR YES AGNST FOR Testing Issuer: Proctor & Gamble Co. Ticker: PG CUSIP: 742718-10-9 Meeting Date: 10/14/2003 Election of Directors MGMT YES FOR ALL FOR Ratification of the appt. of MGMT YES FOR FOR independent auditors Proposal to adopt 2003 Non-Employee MGMT YES AGNST AGNST Directors' Stock Plan Shareholder Proposal to eliminate SHLDR YES FOR AGNST Staggered Board Shareholder Proposal to require co. SHLDR YES AGNST FOR to identify genetically engineered ingredients in labels of food products Issuer: Provident Bankshares Corp. Ticker: PBKS CUSIP: 743859-10-0 Meeting Date: 4/21/2004 Approve & adopt the Agreement & Plan MGMT YES FOR FOR of Reorg. Between Provident Bankshares Corp. & Southern Financial Bancorp. Election of Directors MGMT YES FOR ALL FOR Approval of 2004 Equity Comp. Plan MGMT YES AGNST AGNST Ratify appt. of independent auditors MGMT YES FOR FOR for the fiscal year ending 12/31/2004 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: Safeway, Inc. Ticker: SWY CUSIP: 786514-20-8 Meeting Date: 5/20/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of the appointment of MGMT YES FOR FOR independent auditors for fiscal year 2004 Approve amd. to the Restated Cert. of MGMT YES FOR FOR Inc. to eliminate the classification of BOD Approve stock option exchange program MGMT YES AGNST AGNST for employees providing for the exchange of options previously granted under the 1999 Amended & Restated Equity Participation Plan. Shareholder proposal regarding SHLDR YES AGNST FOR independent Director as Chairman Stockholder proposal regarding SHLDR YES AGNST FOR cumulative voting Stockholder proposal regarding report SHLDR YES AGNST FOR on impact of genetically engineered food Stockholder proposal regarding SHLDR YES AGNST FOR sustainability report Stockholder proposal regarding SHLDR YES AGNST FOR political contribution & participation report Stockholder proposal regarding SHLDR YES AGNST FOR expensing the costs of stock options Issuer: Sapient Corp. Ticker: SAPE CUSIP: 803062-10-9 Meeting Date: 5/25/2004 Election of Directors MGMT YES FOR ALL FOR Approve amd. & restatement to the MGMT YES FOR FOR Co's. Amended & Restated Cert. of Inc. & an amd and restatement to the Company's Amended & Restated Bylaws to remove the three-tier classified structure of the BOD Ratification of the selection of MGMT YES FOR FOR independent auditors for the Company for 2004 Issuer: SBC Communications Inc. Ticker: SBC CUSIP: 78387G-10-3 Meeting Date: 4/30/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of Appointment of MGMT YES FOR FOR Independent Auditors Amd. to the By-laws to Eliminate the MGMT YES FOR FOR Classified Board Structure Shareholder Proposal requesting an SHLDR YES AGNST FOR annual rpt. disclosing policies on political contributions made with corp. funds Shareholder Proposal requesting the SHLDR YES AGNST FOR reduction of BOD seats from 21 to 14. 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: Siebel Systems Inc. Ticker: SEBL CUSIP: 826170-10-2 Meeting Date: 6/23/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of selection of MGMT YES FOR FOR independent auditors for year ending 12/31/2004 Stockholder Proposal regarding SHLDR YES AGNST FOR expensing of stock options 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: Solectron Corp. Ticker: SLR CUSIP: 834182-10-7 Meeting Date: 1/7/2004 Election of Directors MGMT YES FOR ALL FOR Approve amd. to Co's. 2002 Stock MGMT YES AGNST AGNST Option Plan to permit an option exchange program. Ratification of the appt. of MGMT YES FOR FOR independent auditors for fiscal year ending 8/31/2004 Issuer: Sun Microsystems Inc. Ticker: SUNW CUSIP: 866810-10-4 Meeting Date: 10/23/2003 Election of Directors MGMT YES FOR ALL FOR Approve amds. to 1990 Employee Stock MGMT YES FOR FOR Purchase Plan Ratify appt. of independent auditors MGMT YES FOR FOR for fiscal year ending 6/30/2004 Stockholder Proposal regarding China SHLDR YES AGNST FOR Business Principles for Rights of Workers in China Issuer: Symantec Corp. Ticker: SYMC CUSIP: 871503-10-8 Meeting Date: 8/21/2003 Election of Directors MGMT YES FOR ALL FOR Approve amended & restated MGMT YES FOR FOR Certificate of Incorporation to increase number of authorized shares of common stock Approve amd. to 1996 Equity Incentive MGMT YES AGNST AGNST Plan to allow for grants of restricted stock Approve adoption of Sr. Exec. MGMT YES FOR FOR Incentive Plan Ratification of selection of MGMT YES FOR FOR independent auditors for 2004 fiscal year Issuer: Target Corp. Ticker: TGT CUSIP: 87612E-10-6 Meeting Date: 5/19/2004 Election of Directors MGMT YES FOR ALL FOR Approve appt. of independent auditors MGMT YES FOR FOR Approve Long-Term Incentive Plan MGMT YES AGNST AGNST Issuer: TECO Energy, Inc. Ticker: TE CUSIP: 872375-10-0 Meeting Date: 4/28/2004 Election of Directors MGMT YES FOR ALL FOR Approval of 2004 Equity Incentive MGMT YES AGNST AGNST Plan Shareholder Proposal requesting BOD SHLDR YES AGNST FOR to use performance & time-based restricted share programs in lieu of stock options when developing future sr. exec. equity comp. plans Shareholder Proposal requesting that SHLDR YES AGNST FOR the BOD establish a policy of expensing in the Co's annual income statement the costs of all future stock options issued by Co. Ratification of the selection of MGMT YES FOR FOR independent auditors Issuer: United Technologies Corp. Ticker: UTX CUSIP: 913017-10-9 Meeting Date: 4/14/2004 Election of Directors MGMT YES FOR ALL FOR Appointment of Independent Auditors MGMT YES FOR FOR Shareholder Proposal concerning SHLDR YES AGNST FOR disclosure of Executive Compensation Shareholder Proposal concerning SHLDR YES AGNST FOR ethical criteria for military contracts Shareholder Proposal concerning SHLDR YES AGNST FOR future senior executive stock option grants to be performance based Shareholder Proposal concerning an SHLDR YES AGNST FOR independent chairman of the board Issuer: United Parcel Service Ticker: UPS CUSIP: 911312-10-6 Meeting Date: 5/6/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of Independent Auditors MGMT YES FOR FOR for year ending 12/31/2004 Issuer: Wachovia Corp. Ticker: WB CUSIP: 929903-10-2 Meeting Date: 4/20/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of appt. of independent MGMT YES FOR FOR auditors for the year 2004 Stockholder Proposal regarding SHLDR YES AGNST FOR nominating directors Stockholder Proposal regarding SHLDR YES AGNST FOR reporting political information Stockholder Proposal regarding SHLDR YES AGNST FOR separating the Offices Of Chairman & CEO Issuer: Wells Fargo & Co. Ticker: WFC CUSIP: 949746-10-1 Meeting Date: 4/27/2004 Election of Directors MGMT YES FOR ALL FOR Proposal to approve Co's. MGMT YES FOR FOR Supplemental 401(k) Plan Proposal to ratify appt. of MGMT YES FOR FOR independent auditors for 2004 Stockholder Proposal regarding SHLDR YES AGNST FOR expensing stock options Stockholder Proposal regarding SHLDR YES AGNST FOR restricted stock Stockholder Proposal regarding SHLDR YES AGNST FOR executive compensation & predatory lending Stockholder proposal regarding SHLDR YES AGNST FOR political contributions Issuer: Wilmington Trust Corp. Ticker: WL CUSIP: 971807-10-2 Meeting Date: 4/15/2004 Election of Directors MGMT YES FOR ALL FOR Approval of 2004 Employee Stock MGMT YES FOR FOR Purchase Plan 2004 Executive Incentive Plan MGMT YES FOR FOR Issuer: Wyeth Co. Ticker: WYE CUSIP: 983024-10-0 Meeting Date: 4/22/2004 Election of Directors MGMT YES FOR ALL FOR Ratification of independent public MGMT YES FOR FOR accountants for 2004 Stockholder Proposal regarding Access SHLDR YES AGNST FOR to & Affordability of Prescription Drugs Stockholder Proposal regarding Animal SHLDR YES AGNST FOR Testing Issuer: Zimmer Holdings Inc. Ticker: ZMH CUSIP: 98956P-10-2 Meeting Date: 5/10/2004 Election of Directors MGMT YES FOR ALL FOR Stockholder Proposal to redeem poison SHLDR YES FOR AGNST pill plan Stockholder Proposal Relating to SHLDR YES AGNST FOR Auditor Ratification 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. THE ADAMS EXPRESS COMPANY ------------------------------------------------------------------------- (Registrant) BY: /s/ Douglas G. Ober ----------------------- Douglas G. Ober Chief Executive Officer (Principal Executive Officer) Date: August 27, 2004