UNITED STATES
SECURTITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-179
Central Securities Corporation
(Exact name of Registrant as specified in charter)
630 Fifth Avenue, Eighth Floor
New York, New York 10111
(Address of principal executive offices)
Registrant’s telephone number: 212-698-2020
Date of fiscal year end: December 31
Date of reporting period: July 1, 2010 - June 30, 2011
| Issuer: GeoMet, Inc. | CUSIP: 3725OU201 | |||
| Ticker: GMET | ||||
| Meeting Date: 7/20/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. To approve a rights offering granting stockholders one right to purchase | ||||
| one share of Series A Convertible Redeemable Preferred stock, par value | ||||
| $0.001 per share (“Preferred Stock”), all as more fully described in the proxy |
Management
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FOR
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FOR
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| statement. | ||||
| 2. To approve the investment agreement, dated as of June 2, 2010 between the | ||||
| company and Sherwood Energy, LLC (“Sherwood”) pursuant to which | ||||
| Sherwood has committed to purchase, for $10.00 per share, any shares of |
Management
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FOR
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FOR
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| preferred stock not purchased in the rights offering (the “Investment | ||||
| Agreement”). | ||||
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| Issuer: Precision Castparts Corporation | CUSIP: 740189105 | |||
| Ticker: PCP | ||||
| Meeting Date: 8/10/09 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of Daniel J. Murphy as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of Steven G. Rothmeier as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of Richard L. Wambold as a director of the company. |
Management
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FOR
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FOR
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| 2. Ratification of appointment of independent registered public accounting | ||||
| firm. |
Management
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FOR
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FOR
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| 3. Proposal regarding classified board structure. |
Stockholder
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Against
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FOR
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| Issuer: RadiSys Corporation |
CUSIP: 750459109
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| Ticker: RSYS | ||||
| Meeting Date: 8/17/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of C. Scott Gibson as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of Scott C. Grout as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of Ken J. Bradley as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of Richard J. Faubert as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of Dr. William W. Lattin as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of Kevin C. Melia as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of Carl W. Neun as a director of the company. |
Management
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FOR
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FOR
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| 1-08. Election of Lorene K. Steffes as a director of the company. |
Management
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FOR
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FOR
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| 2. To ratify the audit committee appointment of KPMG LLP as the | ||||
| independent registered public accounting firm. |
Management
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FOR
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FOR
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| 3. To approve an amendment to the 2007 stock plan. |
Management
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FOR
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FOR
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| 4. To approve the amended and restated RadiSys Corporation long-term | ||||
| incentive plan. |
Management
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FOR
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FOR
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| Issuer: Medtronic, Inc. |
CUSIP: 585055106
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| Ticker: MDT | ||||
| Meeting Date: 8/25/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
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Vote
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Mgt.
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| 1-01. Election of Richard H. Anderson as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of David L. Calhoun as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of Victor J. Dzau, M.D. as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of William A. Hawkins as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of Shirley A. Jackson, PHD as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of James T. Lehehan as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of Denise M. O’Leary as a director of the company. |
Management
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FOR
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FOR
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| 1-08. Election of Kendall J. Powell as a director of the company. |
Management
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FOR
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FOR
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| 1-09. Election of Robert C. Pozen as a director of the company. |
Management
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FOR
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FOR
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| 1-10. Election of Jean-Pierre Rosso as a director of the company. |
Management
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FOR
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FOR
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| 1-11. Election of Jack W. Schuler as a director of the company. |
Management
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FOR
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FOR
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| 2. To ratify the audit committee appointment of PricewaterhouseCoopers LLP | ||||
| as the independent registered public accounting firm. |
Management
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FOR
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FOR
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| Issuer: Maxim Integrated Products, Inc. |
CUSIP: 57772K101
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| Ticker: MXIM | ||||
| Meeting Date: 11/9/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of Tunc Doluca as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of B. Kipling Hagopian as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of James R. Bergman as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of Joseph R. Bronson as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of Robert E. Grady as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of William D. Watkins as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of A.R. Frank Wazzan as a director of the company. |
Management
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FOR
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FOR
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| 2. To ratify the audit committee appointment of Deloitte & Touche LLP as the | ||||
| independent registered public accounting firm for the fiscal year ending June |
Management
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FOR
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FOR
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| 25, 2011. | ||||
| 3. To ratify and approve an amendment to Maxim’s 2008 employee stock | ||||
| purchase plan to increase the number of shares available for issuance |
Management
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FOR
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FOR
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| thereunder by 2,000,000. | ||||
| 4. To ratify and approve an amendment to Maxim’s amended and restated 1996 | ||||
| stock incentive plan to increase the number of shares available for issuance |
Management
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FOR
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FOR
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| thereunder by 7,000,000 shares. | ||||
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| Issuer: GeoMet Inc. |
CUSIP: 3725OU201
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| Ticker: GMET | ||||
| Meeting Date: 11/9/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of Hord Armstrong, III as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of James C. Crain as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of Stanley L. Graves as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of Charles D. Haynes as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of W. Howard Keenan, Jr. as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of Philip G. Malone as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of J. Darby Sere as a director of the company. |
Management
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FOR
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FOR
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| 1-08. Election of Michael Y. McGovern as a director of the company. |
Management
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FOR
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FOR
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| 1-09. Election of Gary S. Weber as a director of the company. |
Management
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FOR
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FOR
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| 2. To approve an amendment to the GeoMet, Inc. 2006 long-term incentive | ||||
| plan to allow for a one-time stock option exchange program for GeoMet |
Management
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FOR
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FOR
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| employees. | ||||
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| Issuer: Motorola, Inc. |
CUSIP: 620076109
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| Ticker: MOT | ||||
| Meeting Date: 11/29/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1. Authorization for the Board of Directors to effect, in its discretion prior to | ||||
| December 31, 2011, a reverse stock split of the outstanding and treasury | ||||
| common stock of Motorola, at a reverse stock split ratio of at least 1-for-3 and |
Management
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FOR
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FOR
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| up to 1-for-7, as determined by the Board of Directors. | ||||
| 2. Approval of a corresponding amendment to Motorola’s restated certificate of | ||||
| Incorporation to effect the reverse stock split and to reduce proportionately the | ||||
| total number of shares of common stock that Motorola is authorized to issue, |
Management
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FOR
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FOR
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| subject to the Board of Directors’ authority to abandon such amendment. | ||||
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| Issuer: GeoMet Inc. |
CUSIP: 372467209
|
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| Ticker: GMET | ||||
| Meeting Date: 11/9/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of Hord Armstrong, III as a director of the company. |
Management
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FOR
|
FOR
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| 1-02. Election of James C. Crain as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of Stanley L. Graves as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of Charles D. Haynes as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of W. Howard Keenan, Jr. as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of Philip G. Malone as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of J. Darby Sere as a director of the company. |
Management
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FOR
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FOR
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| 1-08. Election of Michael Y. McGovern as a director of the company. |
Management
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FOR
|
FOR
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| 1-09. Election of Gary S. Weber as a director of the company. |
Management
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FOR
|
FOR
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| 2. To approve an amendment to the GeoMet, Inc. 2006 long-term incentive | ||||
| plan to allow for a one-time stock option exchange program for GeoMet |
Management
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FOR
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FOR
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| employees. | ||||
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| Issuer: Walgreen Co. |
CUSIP: 931422109
|
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| Ticker: WAG | ||||
| Meeting Date: 1/12/11 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of David J. Brailer as a director of the company. |
Management
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FOR
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FOR
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| 1-02. Election of Steven A. Davis as a director of the company. |
Management
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FOR
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FOR
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| 1-03. Election of William C. Foote as a director of the company. |
Management
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FOR
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FOR
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| 1-04. Election of Mark P. Frissora as a director of the company. |
Management
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FOR
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FOR
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| 1-05. Election of Ginger L. Graham as a director of the company. |
Management
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FOR
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FOR
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| 1-06. Election of Alan G. McNally as a director of the company. |
Management
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FOR
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FOR
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| 1-07. Election of Nancy M. Schlichting as a director of the company. |
Management
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FOR
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FOR
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| 1-08. Election of David Y. Schwartz as a director of the company. |
Management
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FOR
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FOR
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| 1-09. Election of Alejandro Silva as a director of the company. |
Management
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FOR
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FOR
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| 1-10. Election of James A. Skinner as a director of the company. |
Management
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FOR
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FOR
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| 1-09. Election of Gregory D. Wasson as a director of the company. |
Management
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FOR
|
FOR
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| 2. To ratify the appointment of Deloitte & Touche LLP as Walgreen Co’s | ||||
| independent accounting firm. |
Management
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FOR
|
FOR
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|
| 3. To amend the Walgreen Co. articles of incorporation to review the purpose | ||||
| clause. |
Management
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FOR
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FOR
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| 4. To amend the Walgreen Co articles of incorporation to eliminate certain | ||||
| supermajority vote requirements. |
Management
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FOR
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FOR
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| 5. To amend the Walgreen Co articles of incorporation to eliminate the “fair | ||||
| price” charter provision applicable to certain business combinations. |
Management
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FOR
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FOR
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| 6. Shareholder proposal on a policy to change the vote required for | ||||
| shareholders to call special shareholder meetings. |
Stockholder
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Against
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FOR
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| 7. Shareholder proposal on a policy that a significant portion of future stock | ||||
| option grants to senior executives should be performance based. |
Stockholder
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Against
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FOR
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||||
| Issuer: McMoRan Exploration Co. |
CUSIP: 931422109
|
|||
| Ticker: MMR | ||||
| Meeting Date: 12/30/10 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Approval of, as required by Section 312.03(C) of the NYSE listed | ||||
| company manual, the issuance of 51 million shares of McMoRan common | ||||
| stock to Plains Exploration & Production Company, as may be adjusted, |
Management
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FOR
|
FOR
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| pursuant to an agreement and plan of merger dated as of September 19, 2010. | ||||
| 2. Approval of, as required by Sections 312.03(B) and (C) of the NYSE | ||||
| Company Manual, the issuance of 500,000 shares of McMoRan 5.75% | ||||
| convertible perpetual preferred stock and shares of McMoRan common stock | ||||
| issuable upon conversion of those shares to a subsidiary of Freeport-McMoRan |
Management
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FOR
|
FOR
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|
| Copper & Gold Inc. pursuant to a stock purchase agreement dated as of | ||||
| September 19, 2010. | ||||
| 3. Approval, of an adjournment of the special meeting, if necessary or | ||||
| appropriate, to permit solicitation of additional proxies in favor of item 1 or |
Management
|
FOR
|
FOR
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|
| item 2. | ||||
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| Issuer: Home Federal Bancorp, Inc. |
CUSIP: 931422109
|
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| Ticker: HOME | ||||
| Meeting Date: 1/18/2011 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Approval of, as required by Section 312.03(C) of the NYSE listed | ||||
| company manual, the issuance of 51 million shares of McMoRan common | ||||
| stock to Plains Exploration & Production Company, as may be adjusted, |
Management
|
FOR
|
FOR
|
|
| pursuant to an agreement and plan of merger dated as of September 19, 2010. | ||||
| 2. Approval of, as required by Sections 312.03(B) and (C) of the NYSE | ||||
| Company Manual, the issuance of 500,000 shares of McMoRan 5.75% |
Management
|
FOR
|
FOR
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|
| convertible perpetual preferred stock and shares of McMoRan common stock | ||||
| issuable upon conversion of those shares to a subsidiary of Freeport-McMoRan | ||||
| Copper & Gold Inc. pursuant to a stock purchase agreement dated as of | ||||
| September 19, 2010. | ||||
| 3. Approval, of an adjournment of the special meeting, if necessary or | ||||
| appropriate, to permit solicitation of additional proxies in favor of item 1 or |
Management
|
FOR
|
FOR
|
|
| item 2. | ||||
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| Issuer: Agilent Technologies, Inc. | CUSIP: 00846U101 | |||
| Ticker: A | ||||
| Meeting Date: 3/01/2011 | ||||
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For/
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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| 1-01. Election of Heidi Fields as a director of the company. |
Management
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FOR
|
FOR
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|
| 1-02. Election of David M. Lawrence, M.D. as a director of the company. |
Management
|
FOR
|
FOR
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| 1-03. Election of A. Barry Rand as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. To ratify the audit and finance committee’s appointment of | ||||
| PricewaterhouseCoopers LLP as Agilent’s independent registered public |
Management
|
FOR
|
FOR
|
|
| accounting firm. | ||||
| 3. To approve the compensation of Agilent’s named executive officers. |
Management
|
FOR
|
FOR
|
|
| 4. To approve the frequency of voting on the compensation of Agilent’s named | ||||
| executive officers. |
Management
|
1 year
|
FOR
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|
|
|
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||
| Issuer: Arbinet Corporation |
CUSIP: 03875P407
|
|||
| Ticker: ARBX | ||||
| Meeting Date: 2/25/2011 | ||||
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For/
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||||
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Proposed
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Fund
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Against
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||
| Matter Voted On |
By
|
Vote
|
Mgt.
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|
| 1. To consider and vote upon a proposal to approve and adopt the agreement | ||||
| and plan of merger, dated as of November 10, 2010, as amended by | ||||
| amendment No. 1 thereto, dated December 14, 2010, by and among Primus | ||||
| Telecommunications Group, Incorporated, PTG Investments, Inc. a wholly |
Management
|
FOR
|
FOR
|
|
| owned subsidiary of Primus, and Arbinet Corporation, as it may be amended | ||||
| from time to time | ||||
| 2. To consider and vote upon a proposal to adjourn the special meeting, if | ||||
| necessary or appropriate, to permit the solicitation of additional proxies it there | ||||
| are not sufficient votes at the time of the special meeting to approve and adopt |
Management
|
FOR
|
FOR
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|
| the merger agreement. | ||||
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|
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| Issuer: Analog Devices, Inc. | CUSIP: 032654105 | |||
| Ticker: ADI | ||||
| Meeting Date: 3/8/2011 | ||||
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For/
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||||
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Proposed
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Fund
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Against
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| Matter Voted On |
By
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Vote
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Mgt.
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|
| 1A. Election of Ray Stata as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1B. Election of Jerald G. Fishman as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1C. Election of James A. Champy as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1D. Election of John L. Doyle as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1E. Election of John C. Hodgson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1F. Election of Yves-Andre Istel as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1G. Election of Neil Novich as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1H. Election of F. Grant Saviers as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1I. Election of Paul J. Severino as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1J. Election of Kenton J. Sicchitano as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. To vote on a non-binding proposal regarding the compensation of named | ||||
| executive officers, all as more fully described in the proxy statement. |
Management
|
FOR
|
FOR
|
|
| 3. To vote on a non-binding proposal regarding the frequency of the vote on | ||||
| the executive compensation program. |
Management
|
3 year
|
FOR
|
|
| 4. To ratify the selection of Ernst & Young LLP as the company’s independent | ||||
| registered public accounting firm. |
Management
|
FOR
|
FOR
|
|
|
|
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|
||
| Issuer: Coherent, Inc. |
CUSIP: 192479103
|
|||
| Ticker: COHR | ||||
| Meeting Date: 3/31/2011 | ||||
|
For/
|
||||
|
Proposed
|
Fund
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Against
|
||
| Matter Voted On |
By
|
Vote
|
Mgt.
|
|
| 1-01. Election of John R. Ambroseo as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-02. Election of Susan James as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-03. Election of L. William Krause as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-04. Election of Garry Rogerson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-05. Election of Lawrence Tomlinson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-06. Election of Sandeep Vij as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. To ratify the appointment of Deloitte & Touche LLP as independent | ||||
| registered accounting firm for the fiscal year ending October 1, 2011. |
Management
|
FOR
|
FOR
|
|
| 3. To approve the 2011 Equity Incentive Plan. |
Management
|
FOR
|
FOR
|
|
| 4. To approve the advisory vote on executive officer compensation. |
Management
|
FOR
|
FOR
|
|
| 5. To recommend by non-binding vote the frequency of executive | ||||
| compensation votes. |
Management
|
1 year
|
FOR
|
|
|
|
|
|
||
| Issuer: AT&T Inc. |
CUSIP: 00206R102
|
|||
| Ticker: T | ||||
| Meeting Date: 4/29/2011 | ||||
|
For/
|
||||
|
Proposed
|
Fund
|
Against
|
||
| Matter Voted On |
By
|
Vote
|
Mgt.
|
|
| 1-01. Election of Randall L. Stephenson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-02. Election of Gilbert F. Amelio as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-03. Election of Reuben V. Anderson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-04. Election of James H. Blanchard as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-05. Election of Jaime Chico Pardo as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-06. Election of James P. Kelly as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-07. Election of Jon C. Madonna as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-08. Election of Lynn M. Martin as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-09. Election of John B. McCoy as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-10. Election of Joyce M. Roche as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-11. Election of Matthew K. Rose as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-12. Election of Laura D’Andrea Tyson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. To ratify the appointment of independent auditors. |
Management
|
FOR
|
FOR
|
|
| 3. To approve the 2011 Incentive Plan. |
Management
|
FOR
|
FOR
|
|
| 4. To approve the advisory vote on executive officer compensation. |
Management
|
FOR
|
FOR
|
|
| 5. To recommend by non-binding vote the frequency of executive | ||||
| compensation votes. |
Management
|
3 year
|
FOR
|
|
| 6. Shareholder proposal on political contributions. |
Stockholder
|
Against
|
FOR
|
|
| 7. Stockholder proposal on special stockholder meetings. |
Stockholder
|
Against
|
FOR
|
|
| 8. Stockholder proposal on written consents. |
Stockholder
|
Against
|
FOR
|
|
|
|
|
|
||
| Issuer: Johnson & Johnson |
CUSIP: 478160104
|
|||
| Ticker: JNJ | ||||
| Meeting Date: 4/28/2011 | ||||
|
For/
|
||||
|
Proposed
|
Fund
|
Against
|
||
| Matter Voted On |
By
|
Vote
|
Mgt.
|
|
| 1-01. Election of Mary Sue Coleman as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-02. Election of James G. Cullen as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-03. Election of Ian E.L. Davis as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-04. Election of Michael M.E. Johns as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-05. Election of Susan L. Lindquist as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-06. Election of Anne Mulcahy as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-07. Election of Leo F. Mullin as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-08. Election of William D. Perez as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-09. Election of Charles Prince as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-10. Election of David Catcher as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-11. Election of William Weldon as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP as | ||||
| independent registered public accounting form for 2011. |
Management
|
FOR
|
FOR
|
|
| 3. Advisory vote on named executive officer compensation. |
Management
|
FOR
|
FOR
|
|
| 4. Advisory vote on frequency of advisory vote on named executive officer | ||||
| compensation. |
Management
|
1 year
|
FOR
|
|
| 5. Shareholder proposal on pharmaceutical price restraint. |
Stockholder
|
Against
|
FOR
|
|
| 6. Shareholder proposal on amendment to company’s equal employment | ||||
| opportunity policy. |
Stockholder
|
Against
|
FOR
|
|
| 7. Stockholder proposal on adopting non-animal methods for training. |
Stockholder
|
Against
|
FOR
|
|
|
|
||||
| Issuer: Abbott Laboratories |
CUSIP: 002824100
|
|||
| Ticker: ABT | ||||
| Meeting Date: 4/29/2011 | ||||
|
For/
|
||||
|
Proposed
|
Fund
|
Against
|
||
| Matter Voted On |
By
|
Vote
|
Mgt.
|
|
| 1-01. Election of R.J. Alpern as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-02. Election of R.S. Austin as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-03. Election of W.J. Farrell as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-04. Election of H.L. Fuller as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-05. Election of E.M. Liddy as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-06. Election of P.N. Novakovic as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-07. Election of W.A. Osborn as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-08. Election of S.C. Scott III as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-09. Election of G.F. Tilton as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-10. Election of M.D. White as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. Ratification of the Deloitte & Touche LLP as auditors. |
Management
|
FOR
|
FOR
|
|
| 3. Advisory vote on named executive officer compensation. |
Management
|
FOR
|
FOR
|
|
| 4. Advisory vote on frequency of advisory vote on named executive officer | ||||
| compensation. |
Management
|
1 year
|
FOR
|
|
| 5. Shareholder proposal on pharmaceutical pricing. |
Stockholder
|
Against
|
FOR
|
|
|
|
|
|
||
| Issuer: Bank of New York Mellon Corporation |
CUSIP: 064058100
|
|||
| Ticker: BK | ||||
| Meeting Date: 4/12/2011 | ||||
|
For/
|
||||
|
Proposed
|
Fund
|
Against
|
||
| Matter Voted On |
By
|
Vote
|
Mgt.
|
|
| 1-a. Election of Ruth E. Bruch as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-b. Election of Nicholas M. Donofrio as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-c. Election of Gerald L. Hassell as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-d. Election of Edmund F. Kelly as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-e. Election of Robert P. Kelly as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-f. Election of Richard J. Kogan as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-g. Election of Michael J. Kowalski as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-h. Election of John A. Luke, Jr. as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-i. Election of Mark A. Nordenberg as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-j. Election of Catherine A. Rein as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-k. Election of William C. Richardson as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-l. Election of Samuel C. Scott III as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-m. Election of John P. Surma as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 1-n. Election of Wesley W. von Schack as a director of the company. |
Management
|
FOR
|
FOR
|
|
| 2. Proposal to approve resolution relating to 2010 executive compensation. |
Management
|
FOR
|
FOR
|
|
| 3. Proposal to recommend the frequency of stockholder advisory vote on | ||||
| executive compensation. |
Management
|
1 year
|
FOR
|
|
| 4. Proposal to approve Amended and Restated Long-Term Incentive Plan. |
Management
|
FOR
|
FOR
|
|
| 5. Proposal to approve Amended and Restated Executive Incentive | ||||
| Compensation Plan. |
Management
|
FOR
|
FOR
|
|
| 6. Ratification of the appointment of KPMG LLP as independent registered | ||||
| public accounting firm. |
Management
|
FOR
|
FOR
|
|
| 7. Shareholder proposal with respect to cumulative voting. |
Stockholder
|
Against
|
FOR
|
|
|
|
|
|
||
| Issuer: Convergys Corporation |
CUSIP: 212485106
|
|||
| Ticker: CVG |
|
|
|
|
| Meeting Date: 4/27/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of Jeffrey H. Fox as a director of the company. |
|
|
|
|
| 1-02. Election of Ronald L. Nelson as a director of the company. |
|
|
|
|
| 2. To ratify the appointment of the independent registered public accounting |
|
|
|
|
| firm. |
|
|
|
|
| 3. To approve a proposed amendment to the amended and restated code of |
|
|
|
|
| regulations to allow for a majority voting standard for uncontested election of |
|
|
|
|
| directors. |
|
|
|
|
| 4. Advisory vote on compensation of named executive officers. |
|
|
|
|
| 5. Advisory vote on the frequency of the advisory vote on the compensation of |
|
|
|
|
| named executive officers. |
|
|
|
|
|
|
|
|
||
| Issuer: Encana Corporation |
CUSIP: 292505104
|
|||
| Ticker: ECA | ||||
| Meeting Date: 4/20/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of Peter A. Dea as a director of the company. |
|
|
|
|
| 1-02. Election of Randall K. Eriesman as a director of the company. |
|
|
|
|
| 1-03. Election of Claire S. Farley as a director of the company. |
|
|
|
|
| 1-04. Election of Fred J. Fowler as a director of the company. |
|
|
|
|
| 1-05. Election of Barry W. Harrison as a director of the company. |
|
|
|
|
| 1-06. Election of Suzanne P. Nimocks as a director of the company. |
|
|
|
|
| 1-07. Election of David P. O’Brien as a director of the company. |
|
|
|
|
| 1-08. Election of Jane L. Peverett as a director of the company. |
|
|
|
|
| 1-09. Election of Allan P. Sawin as a director of the company. |
|
|
|
|
| 1-10. Election of Bruce G. Waterman as a director of the company. |
|
|
|
|
| 1-11. Election of Clayton H. Woitas as a director of the company. |
|
|
|
|
| 2. Appointment of auditor – PricewaterhouseCoopers LLP at a remuneration to |
|
|
|
|
| be fixed by the board of directors. |
|
|
|
|
| 3. Advisory vote approving the corporation’s approach to execute |
|
|
|
|
| compensation. |
|
|
|
|
|
|
|
|
||
| Issuer: Motorola Mobility Holdings, Inc. |
CUSIP: 620097105
|
|
|
|
| Ticker: MMI |
|
|
|
|
| Meeting Date: 5/9/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-a. Election of Sanjay K. Jha as a director of the company. |
|
|
|
|
| 1-b. Election of Jon E. Barfield as a director of the company. |
|
|
|
|
| 1-c. Election of William R. Hambrecht as a director of the company. |
|
|
|
|
| 1-d. Election of Jeanne P. Jackson as a director of the company. |
|
|
|
|
| 1-e. Election of Keith A. Meister as a director of the company. |
|
|
|
|
| 1-f. Election of Thomas J. Meredith as a director of the company. |
|
|
|
|
| 1-g. Election of Daniel A Ninivaggi as a director of the company. |
|
|
|
|
| 1-h. Election of James R. Stengel as a director of the company. |
|
|
|
|
| 1-i. Election of Anthony J. Vinciquerra as a director of the company. |
|
|
|
|
| 1-j. Election of Andrew J. Viterbi as a director of the company. |
|
|
|
|
| 2. Advisory approval of the company’s executive compensation. |
|
|
|
|
| 3. Advisory approval of the frequency of future stockholder votes on executive |
|
|
|
|
| compensation. |
|
|
|
|
| 4. Ratification of the appointment of KPMG LLP as the company’s registered |
|
|
|
|
| public accounting firm for 2011. |
|
|
|
|
|
|
|
|
||
| Issuer: Motorola Solutions, Inc. |
CUSIP: 620076307
|
|||
| Ticker: MSI | ||||
| Meeting Date: 5/2/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-a. Election of Gregory Q. Brown as a director of the company. |
|
|
|
|
| 1-b. Election of William J. Bratton as a director of the company. |
|
|
|
|
| 1-c. Election of David W. Dorman as a director of the company. |
|
|
|
|
| 1-d. Election of Michael V. Hayden as a director of the company. |
|
|
|
|
| 1-e. Election of Vincent J. Intrieri as a director of the company. |
|
|
|
|
| 1-f. Election of Judy C. Lewent as a director of the company. |
|
|
|
|
| 1-g. Election of Samuel C. Scott III as a director of the company. |
|
|
|
|
| 1-h. Election of John A. White as a director of the company. |
|
|
|
|
| 2. Advisory approval of the company’s executive compensation. |
|
|
|
|
| 3. Advisory approval of the frequency of future stockholder votes on executive |
|
|
|
|
| compensation. |
|
|
|
|
| 4. Reapproval of material terms for performance-based awards under the |
|
|
|
|
| Motorola Solutions omnibus incentive plan of 2006. |
|
|
|
|
| 5. Ratification of the appointment of KPMG LLP as the company’s |
|
|
|
|
| independent registered public accounting firm for 2011. |
|
|
|
|
| 6. Stockholder proposal regarding human rights policy. |
|
|
|
|
|
|
|
|
||
| Issuer: Canadian Oil Sands |
CUSIP: 13643E105
|
|||
| Ticker: COSWF | ||||
| Meeting Date: 4/28/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of C.E. (Chuck) Shultz as a director of the company. |
|
|
|
|
| 1-02. Election of Ian A. Bourne as a director of the company. |
|
|
|
|
| 1-03. Election of Marcel R. Coutu as a director of the company. |
|
|
|
|
| 1-04. Election of Gerald W. Grandey as a director of the company. |
|
|
|
|
| 1-05. Election of Donald J. Lowry as a director of the company. |
|
|
|
|
| 1-06. Election of John K. Read as a director of the company. |
|
|
|
|
| 1-07. Election of Brant G. Sangster as a director of the company. |
|
|
|
|
| 1-08. Election of Wesley R. Twiss as a director of the company. |
|
|
|
|
| 1-09. Election of John B. Zaozinry as a director of the company. |
|
|
|
|
| 2. To appoint PricewaterhouseCooopers LLP as auditors of the corporation for |
|
|
|
|
| the ensuing year at a remuneration to be fixed by the directors of the |
|
|
|
|
| corporation. | ||||
|
|
|
|||
| Issuer: Murphy Oil Corporation |
CUSIP: 626717102
|
|||
| Ticker: MUR | ||||
| Meeting Date: 5/11/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of F.W. Blue as a director of the company. |
|
|
|
|
| 1-02. Election of C.P. Deming as a director of the company. |
|
|
|
|
| 1-03. Election of R.A. Hermes as a director of the company. |
|
|
|
|
| 1-04. Election of J.V. Kelley as a director of the company. |
|
|
|
|
| 1-05. Election of R.M. Murphy as a director of the company. |
|
|
|
|
| 1-06. Election of W.C. Nolan, Jr. as a director of the company. |
|
|
|
|
| 1-07. Election of N.E. Schmale as a director of the company. |
|
|
|
|
| 1-08. Election of D.J.H. Smith as a director of the company. |
|
|
|
|
| 1-09. Election of C.G. Theus as a director of the company. |
|
|
|
|
| 1-10. Election of D.M. Wood as a director of the company. |
|
|
|
|
| 2. Advisory vote on executive compensation. |
|
|
|
|
| 3. Advisory vote on the frequency of an advisory vote on executive |
|
|
|
|
| compensation. |
|
|
|
|
| 4. Approve the appointment of KPMG LLP as independent registered public |
|
|
|
|
| accounting firm. |
|
|
|
|
|
|
|
|
||
| Issuer: Nexen Inc. |
CUSIP: 65334H102
|
|||
| Ticker: NXY | ||||
| Meeting Date: 4/27/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of W.B. Berry as a director of the company. |
|
|
|
|
| 1-02. Election of R.G. Bertram as a director of the company. |
|
|
|
|
| 1-03. Election of D.G. Flanagan as a director of the company. |
|
|
|
|
| 1-04. Election of S.B. Jackson as a director of the company. |
|
|
|
|
| 1-05. Election of K.J. Jenkins as a director of the company. |
|
|
|
|
| 1-06. Election of A.A. McLellan as a director of the company. |
|
|
|
|
| 1-07. Election of E.P. Newell as a director of the company. |
|
|
|
|
| 1-08. Election of T.C. O’Neill as a director of the company. |
|
|
|
|
| 1-09. Election of M.F. Romanow as a director of the company. |
|
|
|
|
| 1-10. Election of F.M. Saville as a director of the company. |
|
|
|
|
| 1-11. Election of J.M. Willson as a director of the company. |
|
|
|
|
| 1-12. Election of V.J. Zaleschuk as a director of the company. |
|
|
|
|
| 2. To appoint Deloitte & Touche LLP as independent auditors for 2011. |
|
|
|
|
| 3. To approve the continuation, amendment and restatement of the shareholder |
|
|
|
|
| rights plan. |
|
|
|
|
| 4. To approve the advisory vote on Nexen’s approach to executive |
|
|
|
|
| compensation. |
|
|
|
|
|
|
|
|
||
| Issuer: Carlisle Companies Inc. |
CUSIP: 142339100
|
|||
| Ticker: CSL | ||||
| Meeting Date: 5/13/2011 |
|
|
|
|
|
|
|
|
||
|
|
|
|
||
| Matter Voted On |
|
|
|
|
| 1-01. Election of Robert G. Bohn as a director of the company. |
|
|
|
|
| 1-02. Election of Terry D. Growcock as a director of the company. |
|
|
|
|
| 1-03. Election of Gregg A. Ostrander as a director of the company. |
|
|
|
|
| 2. To approve an advisory vote on compensation. |
|
|
|
|
| 3. To approve an advisory vote on the frequency of holding an advisory vote |
|
|
|
|
| on executive compensation. |
|
|
|
|
| 4. To ratify the appointment of Ernst & Young LLP as the Company’s |
|
|
|
|
| independent registered accounting firm for the 2011 fiscal year. |
|
|
|
|
|
|
||||
| Issuer: General Electric Company |
CUSIP: 142339100
|
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| Ticker: GE |
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| Meeting Date: 4/27/2011 |
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| Matter Voted On |
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| A1. Election of W. Geoffrey Beattie as a director of the company. |
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| A2. Election of James I Cash. Jr. as a director of the company. |
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| A3. Election of Ann M. Fudge as a director of the company. |
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| A4. Election of Susan Hockfield as a director of the company. |
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| A5. Election of Jeffrey R. Immelt as a director of the company. |
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| A6. Election of Andrea Jung as a director of the company. |
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| A7. Election of Alan G. (A.G.) Lafley as a director of the company. |
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| A8. Election of Robert W. Lane as a director of the company. |
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| A9. Election of Ralph S. Larsen as a director of the company. |
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| A10. Election of Rochelle B. Lazarus as a director of the company. |
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| A11. Election of James J. Mulva as a director of the company. |
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| A12. Election of Sam Nunn as a director of the company. |
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| A13. Election of Roger S. Penske as a director of the company. |
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| A14. Election of Robert J. Swieringa as a director of the company. |
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| A15. Election of James S. Tisch as a director of the company. |
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| A16. Election of Douglas A. Warner III as a director of the company. |
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| B1. Ratification of KPMG LP as independent registered accounting firm of the |
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| company. |
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| B2. To approve an advisory vote on the frequency of holding an advisory vote on |
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| executive compensation. |
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| C1. Shareholder proposal regarding cumulative voting. |
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| C2. Shareholder proposal regarding future stock options. |
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| C3. Shareholder proposal regarding the withdrawing of stock options granted to |
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| executives. |
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| C4. Stockholder proposal regarding transparency in animal research. |
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| Issuer: Intel Corporation |
CUSIP: 458140100
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| Ticker: INTC | ||||
| Meeting Date: 5/19/2011 |
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| Matter Voted On |
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| 1-01. Election of Charlene Barshefsky as a director of the company. |
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| 1-02. Election of Susan L. Decker as a director of the company. |
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| 1-03. Election of John J. Donahoe as a director of the company. |
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| 1-04. Election of Reed E. Hunt as a director of the company. |
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| 1-05. Election of Paul S. Otellini as a director of the company. |
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| 1-06. Election of James D. Plummer as a director of the company. |
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| 1-07. Election of David S. Pottruck as a director of the company. |
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| 1-08. Election of Jane E. Shaw as a director of the company. |
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| 1-09. Election of Frank D. Yeary as a director of the company. |
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| 1-10. Election of David B. Yoffie as a director of the company. |
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| 2. Ratification of selection of Ernst & Young LLP as independent registered |
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| public accounting firm for current year. |
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| 3. Amendment and extension of the 2006 equity incentive plan. |
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| 4. Amendment and extension of the 2006 stock purchase plan. |
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| 5. Advisory vote on executive compensation. |
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| 6. Advisory vote on the frequency of holding future advisory votes on |
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| executive compensation. |
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| Issuer: QEP Resources, Inc. |
CUSIP: 74733V100
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| Ticker: QEP | ||||
| Meeting Date: 5/18/2011 |
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| Matter Voted On |
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| 1-01. Election of Keith O. Rattie as a director of the company. |
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| 1-02. Election of David A. Trice as a director of the company. |
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| 2. To approve, by non-binding vote, executive compensation. |
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| 3. To recommend, by non-binding vote, the frequency of voting on executive |
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| compensation. |
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| 4. To ratify the appointment of Ernst & Young, LLP for fiscal year 2011. |
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| Issuer: Geomet, Inc. |
CUSIP: 3725OU201
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| Ticker: GMET | ||||
| Meeting Date: 5/6/2011 |
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| Matter Voted On |
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| 1-01. Election of James C. Crain as a director of the company. |
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| 1-02. Election of Robert E. Creager as a director of the company. |
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| 1-03. Election of Stanley L. Graves as a director of the company. |
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| 1-04. Election of Charles D. Haynes as a director of the company. |
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| 1-05. Election of W. Howard Keenan as a director of the company. |
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| 1-06. Election of Philip G. Malone as a director of the company. |
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| 1-07. Election of Michael Y. McGovern as a director of the company. |
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| 1-08. Election of J. Darby Sere as a director of the company. |
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| 1-09. Election of Gary S. Weber as a director of the company. |
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| Issuer: Vical Incorporated |
CUSIP: 925602104
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| Ticker: VICL | ||||
| Meeting Date: 5/26/2011 |
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| Matter Voted On |
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| 1-01. Election of Robert C. Merton as a director of the company. |
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| 1-02. Election of Vijay B. Samant as a director of the company. |
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| 2. An advisory proposal of the compensation of the company’s named |
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| executive officers as described in the proxy statement. |
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| 3. An advisory vote on the frequency of stockholder advisory votes on |
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| executive compensation. |
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| 4. To ratify the selection by the audit committee of the board of directors of |
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| Ernst & Young LLP as independent auditors of the company for its fiscal year |
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| ending December 31, 2011. |
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| Issuer: Heritage-Crystal Clean Inc. |
CUSIP: 42726M106
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| Ticker: HCCI | ||||
| Meeting Date: 5/5/2011 | ||||
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| Matter Voted On |
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| 1-01. Election of Bruce Bruckmann as a director of the company. |
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| 1-02. Election of Carmine Falcone as a director of the company. |
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| 1-03. Election of Robert Willmschen, Jr. as a director of the company. |
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| 2. To ratify the appointment of Grant Thornton LLP as the company’s |
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| independent registered public accounting firm for the fiscal year 2011. |
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| 3. To approve the named executive officer compensation for fiscal 2010, as |
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| disclosed in the proxy statement pursuant to Item 402 of regulation S-K, |
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| including the compensation discussion and analysis, compensation tables and |
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| narrative discussion. |
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| 4. To vote on the frequency of future shareholder advisory votes for approval |
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| of named executive compensation. |
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| 5. To approve the 2008 omnibus incentive plan for purposes of complying with |
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| the requirements of Section 162(M) of the internal revenue code. |
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| Issuer: CEVA, Inc. |
CUSIP: 157210105
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| Ticker: CEVA | ||||
| Meeting Date: 5/17/2011 |
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| Matter Voted On |
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| 1-01. Election of Eliyahu Ayalon as a director of the company. |
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| 1-02. Election of Zvi Limon as a director of the company. |
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| 1-03. Election of Bruce A. Mann as a director of the company. |
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| 1-04. Election of Peter McManamon as a director of the company. |
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| 1-05. Election of Sven-Christer Nilsson as a director of the company. |
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| 1-06. Election of Louis Silver as a director of the company. |
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| 1-07. Election of Dan Tocatly as a director of the company. |
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| 1-08. Election of Gideon Wertheizer as a director of the company. |
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| 2. To approve an amendment and restatement of the company’s 2003 director |
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| stock option plan. |
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| 3. To approve the company’s 2011 equity incentive plan. |
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| 4. To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst |
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| & Young Global) as independent auditors of the company for the fiscal year |
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| ending December 31, 2011. |
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| 5. To approve, in a non-binding vote, the compensation of the company’s |
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| named executive officers. |
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| 6. To recommend, in a non-binding vote, whether a non-binding stockholder |
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| vote to approve the compensation of the company’s named executive officers |
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| should occur every one, two or three years. | ||||
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| Issuer: NewStar Financial, Inc. |
CUSIP: 65251F105
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| Ticker: NEWS | ||||
| Meeting Date: 5/11/2011 | ||||
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| Matter Voted On |
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| 1-01. Election of Charles N. Bralver as a director of the company. |
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| 1-02. Election of T. Kimball Brooker Jr. as a director of the company. |
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| 1-03. Election of Timothy J. Conway as a director of the company. |
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| 1-04. Election of Bradley E. Cooper as a director of the company. |
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| 1-05. Election of Brian L.P. Fallon as a director of the company. |
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| 1-06. Election of Frank R. Noonan as a director of the company. |
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| 1-07. Election of Maureen P. O’Hara as a director of the company. |
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| 1-08. Election of P.A. Schmidt-Fellner as a director of the company. |
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| 1-09. Election of Richard E. Thornburgh as a director of the company. |
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| 2. To approve a non-binding, advisory resolution regarding the compensation |
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| of the company’s named executive officers. |
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| 3. To approve on a non-binding, advisory basis, the frequency (every one, two |
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| or three years) of future non-binding, advisory votes on the compensation of |
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| named executive officers. |
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| 4. To ratify the appointment of KPMG LLP as independent registered public |
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| accounting firm for the 2011 fiscal year. |
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| Issuer: Xerox Corporation |
CUSIP: 984121103
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| Ticker: XRX | ||||
| Meeting Date: 5/26/2011 |
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| Matter Voted On |
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| 1-01. Election of Glenn A. Britt as a director of the company. |
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| 1-02. Election of Ursula M. Burns as a director of the company. |
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| 1-03. Election of Richard J. Harrington as a director of the company. |
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| 1-04. Election of William Curt Hunter as a director of the company. |
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| 1-05. Election of Robert J. Keegan as a director of the company. |
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| 1-06. Election of Robert A. McDonald as a director of the company. |
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| 1-07. Election of N.J. Nicholas, Jr. as a director of the company. |
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| 1-08. Election of Charles Prince as a director of the company. |
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| 1-09. Election of Ann N. Reese as a director of the company. |
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| 1-10. Election of Mary Agnes Wilderotter as a director of the company. |
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| 2. Ratification of the selection of PricewaterhouseCoopers LLP as the |
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| company’s independent registered public accounting firm for 2011. |
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| 3. Approval, on an advisory basis, of the 2010 compensation of the named |
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| officers. |
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| 4. Selection, on an advisory basis, of the frequency of a shareholder vote to |
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| approve the compensation of the named executive officers. |
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| Issuer: JP Morgan Chase & Co. |
CUSIP: 46625H100
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| Ticker: JPM | ||||
| Meeting Date: 5/17/2011 |
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| Matter Voted On |
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| 1-01. Election of Crandall C. Bowles as a director of the company. |
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| 1-02. Election of Stephen B. Burke as a director of the company. |
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| 1-03. Election of David M. Cote as a director of the company. |
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| 1-04. Election of James S. Crown as a director of the company. |
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| 1-05. Election of James Dimon as a director of the company. |
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| 1-06. Election of Ellen V. Futter as a director of the company. |
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| 1-07. Election of William H. Gray, III as a director of the company. |
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| 1-08. Election of Laban P. Jackson, Jr. as a director of the company. |
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| 1-09. Election of David C. Novak as a director of the company. |
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| 1-10. Election of Lee R. Raymond as a director of the company. |
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| 1-11. Election of William C. Weldon as a director of the company. |
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| 2. Appointment of independent registered public accounting firm. |
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| 3. Advisory vote on executive compensation. |
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| 4. Advisory vote on frequency of advisory vote on executive compensation. |
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| 5. Approval of Amendment to Long-Term Incentive Plan. |
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| 6. Stockholder proposal re: political non-partisanship. |
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| 7. Stockholder proposal re: shareholder action by written consent. |
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| 8. Stockholder proposal re: mortgage loan servicing. |
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| 9. Stockholder proposal re: political contributions. |
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| 10. Stockholder proposal re: genocide-free investing. |
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| 11. Stockholder proposal re: independent lead director. |
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| Issuer: Sonus Networks Inc. |
CUSIP: 835916107
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| Ticker: SONS | ||||
| Meeting Date: 6/2/2011 |
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| Matter Voted On |
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| 1-01. Election of James K. Brewington as a director of the company. |
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| 1-02. Election of John P. Cunningham as a director of the company. |
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| 1-03. Election of Raymond P. Dolan as a director of the company. |
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| 1-04. Election of Beatriz V. Infante as a director of the company. |
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| 1-05. Election of Howard E. Janzen as a director of the company. |
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| 1-06. Election of John A. Schofield as a director of the company. |
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| 1-07. Election of Scott E. Schubert as a director of the company. |
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| 1-08. Election of H. Brian Thompson as a director of the company. |
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| 2. To ratify the appointment of Deloitte & Touche LLP to serve as independent |
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| registered public accounting firm for the fiscal year ending December 31, |
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| 2011. |
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| 3. To approve, on a non-binding advisory basis, the compensation of the |
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| company’s named executive officers as discussed in the “Compensation |
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| discussion and analysis” section and the accompanying compensation tables |
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| and related narratives contained in the proxy statement. |
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| 4. To approve, on a non-binding advisory basis, the frequency with which to |
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| hold future advisory votes on the compensation of the company’s executive |
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| officers. | ||||
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| Issuer: Devon Energy Corporation |
CUSIP: 25179M103
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| Ticker: DVN | ||||
| Meeting Date: 6/8/2011 |
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| Matter Voted On |
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| 1-01. Election of Robert H. Henry as a director of the company. |
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| 1-02. Election of John A. Hill as a director of the company. |
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| 1-03. Election of Michael M. Kanovsky as a director of the company. |
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| 1-04. Election of Robert A. Mosbacher, Jr. as a director of the company. |
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| 1-05. Election of J. Larry Nichols as a director of the company. |
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| 1-06. Election of Duane C. Radtke as a director of the company. |
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| 1-07. Election of Mary P. Ricciardello as a director of the company. |
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| 1-08. Election of John Richels as a director of the company. |
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| 2. Advisory vote on executive compensation. |
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| 3. Advisory vote on the frequency of an advisory vote on executive |
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| compensation. |
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| 4. Amend and restate the restated certificate of incorporation to eliminate |
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| supermajority voting provisions. |
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| 5. Amend and restate the restated certificate of incorporation to remove |
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| unnecessary and outdated provisions. |
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| 6. Ratify the appointment of the company’s independent auditors for 2011. |
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| 7. Shareholder action by written consent |
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| Issuer: McMoRan Exploration Co. |
CUSIP: 58241104
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| Ticker: MMR | ||||
| Meeting Date: 6/15/2011 |
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| Matter Voted On |
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| 1-01. Election of Richard C. Adkerson as a director of the company. |
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| 1-02. Election of A. Peyton Bush, III as a director of the company. |
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| 1-03. Election of William P. Carmichael as a director of the company. |
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| 1-04. Election of Robert A. Day as a director of the company. |
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| 1-05. Election of James C. Flores as a director of the company. |
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| 1-06. Election of Gerald J. Ford as a director of the company. |
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| 1-07. Election of H. Devon Graham, Jr. as a director of the company. |
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| 1-08. Election of Suzanne T. Mestayer as a director of the company. |
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| 1-09. Election of James R. Moffett as a director of the company. |
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| 1-10. Election of B.M. Rankin, Jr. as a director of the company. |
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| 1-11. Election of John F. Wombwell as a director of the company. |
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| 2. Approval, on an advisory basis, of the compensation of the named executive |
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| officers. |
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| 3. Approval, on an advisory basis, of the frequency of future advisory votes on |
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| the compensation of the named executive officers. |
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| 4. Ratification of the appointment of Ernst & Young LLP as the independent |
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| registered public accounting firm. |
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| 5. Approval of the proposed amendment to Article X Sections (F) and (K) of |
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| the amended and restated certificate of incorporation to review the definitions |
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| of “Continuing Director” and “Interested Stockholder”. | ||||
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| Issuer: Roper Industries, Inc. |
CUSIP: 776696106
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| Ticker: ROP | ||||
| Meeting Date: 6/1/2011 |
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| Matter Voted On |
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| 1-01. Election of Richard F. Wallman as a director of the company. |
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| 1-02. Election of Christopher Wright as a director of the company. |
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| 2. The adoption, on a non-binding, advisory basis, of a resolution approving |
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| the compensation of the named executive officers. |
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| 3. The selection, on a non-binding, advisory basis, of the frequency of the |
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| stockholder vote on the compensation of the named executive officers. |
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| 4. Ratification of the appointment of PricewaterhouseCoopers LLP as |
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| independent registered accounting firm. |
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| Issuer: Radisys Corporation |
CUSIP: 750459109
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| Ticker: RSYS | ||||
| Meeting Date: 6/15/2011 |
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| Matter Voted On |
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| 1-01. Election of C. Scott Gibson as a director of the company. |
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| 1-02. Election of Scott C. Grout as a director of the company. |
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| 1-03. Election of Richard J. Faubert as a director of the company. |
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| 1-04. Election of Dr. William W. Lattin as a director of the company. |
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| 1-05. Election of Kevin C. Melia as a director of the company. |
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| 1-06. Election of Carl W. Neun as a director of the company. |
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| 1-07. Election of David Nierenberg as a director of the company. |
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| 1-08. Election of M. Niel Ranson as a director of the company. |
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| 1-09. Election of Lorene K. Steffes as a director of the company. |
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| 2. Advisory vote on compensation of named executive officers. |
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| 3. Advisory vote on the frequency of holding an advisory vote on |
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| compensation of named executive officers. |
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| 4. Ratification of the appointment of KPMG LLP as independent registered |
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| accounting firm. |
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| 5. Approval of an amendment to the Radisys Corporation 2007 stock plan. |
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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.
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(Registrant) Central Securities Corporation
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By (Signature and Title)
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/s/ Wilmot H. Kidd
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Wilmot H. Kidd
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President
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Date: August 12, 2011
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