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, 2011 - June 30, 2012
Issuer: Flextronics International Ltd. |
CUSIP: Y2573F102 |
Ticker: FLEX
Meeting Date: 7/22/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robert L. Edwards as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Daniel H. Schulman as a director of the company. | Management | FOR | FOR |
| 2. To approve the re-appointment of Deloitte & Touche LLP as Flextronics’s independent auditors for the 2012 fiscal year and to authorize the board of directors to fix its remuneration. | Management | FOR | FOR |
| 3. To approve the general authorization for the directors of Flextronics to allot and issue ordinary shares. | Management | FOR | FOR |
| 4. To approve the cash compensation payable to Flextronics’s non-employee directors and the chairman of the board of directors. | Management | FOR | FOR |
| 5. To approve a non-binding resolution relating to the compensation of Flextronics’s named executive officers. | Management | FOR | FOR |
| 6. The frequency of a non-binding, advisory resolution to approve the compensation of Flextronics’s named officers. | Management | 1 year | FOR |
| S1 – Extradordinary general meeting proposal: to approve the renewal of the share purchase mandate relating to acquisitions by Flextronics of its own issued ordinary shares. | Management | FOR | FOR |
| Issuer: Vodafone Group PLC | CUSIP: 92857W209 |
Ticker: VOD
Meeting Date: 7/26/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1. To receive the Company’s accounts and reports of the directors and the auditor for the year ended 31 March 2011. | Management | FOR | FOR |
| 2. Election of Gerard Kleisterlee as a director of the company. | Management | FOR | FOR |
| 3. Re-election of John Buchanan as a director of the company. | Management | FOR | FOR |
| 4. Re-election of Vittorio Colao as a director of the company. | Management | FOR | FOR |
| 5. Re-election of Michel Combes as a director of the company. | Management | FOR | FOR |
| 6. Re-election of Andy Halford as a director of the company. | Management | FOR | FOR |
| 7. Re-election of Stephen Pusey as a director of the company. | Management | FOR | FOR |
| 8. Re-election of Renee James as a director of the company. | Management | FOR | FOR |
| 9. Re-election of Alan Jebson as a director of the company. | Management | FOR | FOR |
| 10. Re-election of Samuel Jonah as a director of the company. | Management | FOR | FOR |
| 11. Re-election of Nick Land as a director of the company. | Management | FOR | FOR |
| 12. Re-election of Anne Lauvergeon as a director of the company. | Management | FOR | FOR |
| 13. Re-election of Luc Vandevelde as a director of the company. | Management | FOR | FOR |
| 14. Re-election of Anthony Watson as a director of the company. | Management | FOR | FOR |
| 15. Re-election of Philip Yea as a director of the company. | Management | FOR | FOR |
| 16. To approve the final dividend of 6.05p per ordinary share. | Management | FOR | FOR |
| 17. To approve the Remuneration Report of the Board for the year ended 31 March 2011. | Management | FOR | FOR |
| 18. To reappoint Deloitte LLP as Auditor. | Management | FOR | FOR |
| 19. To authorize the Audit Committee to determine the remuneration of the auditor. | Management | FOR | FOR |
| 20. To authorize the directors to allot shares. | Management | FOR | FOR |
| 21. To authorize the directors to dis-apply per-emption rights. | Management | FOR | FOR |
| 22. To authorize the company to purchase its own shares (section 701, Companies Act 2006). | Management | FOR | FOR |
| 23. To authorize the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days’ notice. | Management | FOR | FOR |
| Issuer: Precision Castparts Corp. | CUSIP: 740189105 |
Ticker: PCP
Meeting Date: 8/16/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Don R. Graber as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Lester L. Lyles as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Timothy A. Wickes as a director of the company. | Management | FOR | FOR |
| 2. Ratification of Deloitte & Touche as the Company’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. Advisory vote regarding compensation of named executive officers. | Management | FOR | FOR |
| 4. Advisory vote on the frequency of advisory votes regarding compensation of named executive officers. | Management | 1 Year | FOR |
| Issuer: Primus Telecommunications Group, Inc. | CUSIP: 741929301 |
Ticker: PTGI
Meeting Date: 8/10/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Peter D. Aquino as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Mark E. Holliday as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Steven D. Scheiwe as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Neil S. Subin as a director of the company. | Management | FOR | FOR |
| 2. Ratification of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. | Management | FOR | FOR |
| 3. The transaction of such other business as may properly come before the annual meeting of stockholders or any adjournment of postponement thereof. | Management | ABS | NA |
| Issuer: Medtronic, Inc. | CUSIP: 585055106 |
Ticker: MDT
Meeting Date: 8/25/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Richard H. Anderson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of David L. Calhoun as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Victor J. Dzau, M.D. as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Shirley Ann Jackson Phd. as a director of the company. | Management | FOR | FOR |
| 1-06. Election of James T. Lenehan as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Kendall J. Powell as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Robert C. Pozen as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Jean-Pierre Rosso as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Jack W. Schuler as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. A non-binding advisory vote on executive compensation. | Management | FOR | FOR |
| 4. A non-binding advisory vote on the frequency of say-on-pay votes. | Management | 1 Year | FOR |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 10/19/2011
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1. To approve an amendment to the company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock of the company from 18,000,000 to 22,000,000. | Management | FOR | FOR |
| Issuer: Walgreen Co. | CUSIP: 931422109 |
Ticker: WAG
Meeting Date: 1/11/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of David J. Brailer as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Steven A. Davis as a director of the company. | Management | FOR | FOR |
| 1-03. Election of William C. Foote as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Mark P. Frissora as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Ginger L. Graham as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Alan G. McNally as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Nancy M. Schlichting as a director of the company. | Management | FOR | FOR |
| 1-08. Election of David Y. Schwartz as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Alejandro Silva as a director of the company. | Management | FOR | FOR |
| 1-10. Election of James A. Skinner as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Gregory D. Wasson as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Deloitte & Touche LLP as Walgreen Co.’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. Approval of the Walgreen Co. 2011 Cash-Based Incentive Plan. | Management | FOR | FOR |
| 4. Advisory vote on the approval of named executive officer compensation | Management | FOR | FOR |
| 5. Advisory vote on the frequency of future advisory votes on named executive officer compensation. | Management | 1 Year | FOR |
| 6. Shareholder proposal regarding an executive equity retention policy. | Stockholder | Against | FOR |
| Issuer: Mindspeed Technologies, Inc. | CUSIP: 602682205 |
Ticker: MSPD
Meeting Date: 1/31/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Dwight W. Decker as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Raouf Halim as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of independent public accounting firm. | Management | FOR | FOR |
| 3. Approval of amended and restated employee stock purchase plan. | Management | FOR | FOR |
| Issuer: Coherent, Inc | CUSIP: 192479103 |
Ticker: COHR
Meeting Date: 2/28/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of John R. Ambroseo as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Jay T. Flatley as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Susan M. James as a director of the company. | Management | FOR | FOR |
| 1-04. Election of L. William Krause as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Garry W. Rogerson as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Lawrence Tomlinson as a director of the company. | Management | FOR | FOR |
| 1-07. 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 public accounting firm for the fiscal year ending September 29, 2012. | Management | FOR | FOR |
| 3. Approval of amended and restated employee stock purchase plan. | Management | FOR | FOR |
| 4. To recommend an advisory vote on executive officer compensation. | Management | FOR | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
Ticker: ADI
Meeting Date: 3/13/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-A. Election of Ray Stata as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Jerald G. Fishman as a director of the company. | Management | FOR | FOR |
| 1-C. Election of James A. Champy as a director of the company. | Management | FOR | FOR |
| 1-D. Election of John C. Hodgson as a director of the company. | Management | FOR | FOR |
| 1-E. Election of Yves-Andre Istel as a director of the company. | Management | FOR | FOR |
| 1-F. Election of Neil Novich as a director of the company. | Management | FOR | FOR |
| 1-G. Election of F. Grant Saviers as a director of the company. | Management | FOR | FOR |
| 1-H. Election of Paul J. Severino as a director of the company. | Management | FOR | FOR |
| 1-I. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 2. To consider a non-binding “say on pay” vote regarding the compensation of named executive officers, as described in the compensation discussion and analysis, executive compensation tables and accompanying narrative disclosures in the proxy statement. | Management | FOR | FOR |
| 3. To ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending November 3, 2012. | Management | FOR | FOR |
| Issuer: Agilent Technologies, Inc. | CUSIP: 00846U101 |
Ticker: A
Meeting Date: 3/21/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-A. Election of Robert J. Herbold as a director of the company. | Management | FOR | FOR |
| 1-B. Election Koh Boon Hwee as a director of the company. | Management | FOR | FOR |
| 1-C. Election of William P. Sullivan 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 accounting firm. | Management | FOR | FOR |
| 3. To approve the compensation of Agilent’s named executive officers. | Management | FOR | FOR |
| Issuer: Johnson& Johnson | CUSIP: 478160104 |
Ticker: JNJ
Meeting Date: 4/26/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-a. Election of Mary Sue Coleman as a director of the company. | Management | FOR | FOR |
| 1-b. Election James G. Cullen as a director of the company. | Management | FOR | FOR |
| 1-c. Election of Ian E. Davis as a director of the company. | Management | FOR | FOR |
| 1-d. Election of Alex Gorsky as a director of the company. | Management | FOR | FOR |
| 1-e. Election of Michael M.E. Johns as a director of the company. | Management | FOR | FOR |
| 1-f. Election of Susan L. Lindquist as a director of the company. | Management | FOR | FOR |
| 1-g. Election of Anne M. Mulcahy as a director of the company. | Management | FOR | FOR |
| 1-h. Election of Leo F. Mullin as a director of the company. | Management | FOR | FOR |
| 1-i. Election of William D. Perez as a director of the company. | Management | FOR | FOR |
| 1-j. Election of Charles Prince as a director of the company. | Management | FOR | FOR |
| 1-k. Election of David Satcher as a director of the company. | Management | FOR | FOR |
| 1-l. Election of William C. Weldon as a director of the company. | Management | FOR | FOR |
| 1-m. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Approval of the Company’s 2012 Long-Term Incentive Plan. | Management | FOR | FOR |
| 4. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012. | Management | FOR | FOR |
| 5. Shareholder proposal on independent board chairman. | Stockholder | Against | FOR |
| 6. Shareholder proposal on binding vote on political contributions. | Stockholder | Against | FOR |
| 7. Shareholder proposal on adopting non-animal methods for training. | Stockholder | Against | FOR |
| Issuer: The Bank of New York Mellon Corporation | CUSIP: 064058100 |
Ticker: BK
Meeting Date: 4/10/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-a. Election of Ruth E. Bruch as a director of the company. | Management | FOR | FOR |
| 1-b. Election 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 Richard J. Kogan as a director of the company. | Management | FOR | FOR |
| 1-f. Election of Michael J. Kowalski as a director of the company. | Management | FOR | FOR |
| 1-g. Election of John A. Luke, Jr. as a director of the company. | Management | FOR | FOR |
| 1-h. Election of Mark A. Nordenberg as a director of the company. | Management | FOR | FOR |
| 1-i. Election of Catherine A. Rein as a director of the company. | Management | FOR | FOR |
| 1-j. Election of William C. Richardson as a director of the company. | Management | FOR | FOR |
| 1-k. Election of Samuel C. Scott III as a director of the company. | Management | FOR | FOR |
| 1-l. Election of Wesley W. von Schack as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve named executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as independent registered public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal requesting adoption of a policy related to an independent chairman. | Stockholder | Against | FOR |
| 5. Shareholder proposal with respect to cumulative voting. | Stockholder | Against | FOR |
| Issuer: General Electric Company | CUSIP: 369604103 |
Ticker: GE
Meeting Date: 4/25/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| A-1. Election of W. Geoffrey Beattie as a director of the company. | Management | FOR | FOR |
| A-2. Election James I Cash, Jr. as a director of the company. | Management | FOR | FOR |
| A-3. Election of Ann M. Fudge as a director of the company. | Management | FOR | FOR |
| A-4. Election of Susan Hockfield as a director of the company. | Management | FOR | FOR |
| A-5. Election of Jeffrey R. Immelt as a director of the company. | Management | FOR | FOR |
| A-6. Election of Andrea Jung as a director of the company. | Management | FOR | FOR |
| A-7. Election of Alan G (A.G.) Lafley as a director of the company. | Management | FOR | FOR |
| A-8. Election of Robert W. Lane as a director of the company. | Management | FOR | FOR |
| A-9. Election of Ralph S. Larsen as a director of the company. | Management | FOR | FOR |
| A-10. Election of Rochelle B. Lazarus as a director of the company. | Management | FOR | FOR |
| A-11. Election of James J. Mulva as a director of the company. | Management | FOR | FOR |
| A-12. Election of Sam Nunn as a director of the company. | Management | FOR | FOR |
| A-13. Election of Roger S. Penske as a director of the company. | Management | FOR | FOR |
| A-14. Election of Robert J. Swieringa as a director of the company. | Management | FOR | FOR |
| A-15. Election of Tames S. Tisch as a director of the company. | Management | FOR | FOR |
| A-16. Election of Douglas A. Warner III as a director of the company. | Management | FOR | FOR |
| B1. Ratification of selection of independent registered public accounting firm. | Management | FOR | FOR |
| B2. Advisory resolution to approve executive compensation. | |||
| B3. Approval of an amendment to the GE 2007 Long-term incentive plan to increase the number of authorized shares. | Management | FOR | FOR |
| B4. Approval of the material terms of senior officer performance goals. | Management | FOR | FOR |
| C1. Stockholder proposal regarding cumulative voting. | Stockholder | Against | FOR |
| C2. Shareholder proposal regarding nuclear activities. | Stockholder | Against | FOR |
| C3. Stockholder proposal regarding independent board chairman. | Stockholder | Against | FOR |
| C4. Stockholder proposal regarding shareholder action by written consent. | Stockholder | Against | FOR |
| Issuer: Convergys Corporation | CUSIP: 212485106 |
Ticker: CVG
Meeting Date: 4/26/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of John F. Barrett as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Jeffrey H. Fox as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Joseph E. Gibbs as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Joan E. Herman as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Ronald L. Nelson as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of the independent registered public accounting firm. | Management | FOR | FOR |
| 3. Approval of the Convergys Corporation annual executive incentive plan. | Management | FOR | FOR |
| 4. To approve an advisory vote on the compensation of named executive officers. | Management | FOR | FOR |
| Issuer: Canadian Oil Sands Limited | CUSIP: 13643E105 |
Ticker: COSWF
Meeting Date: 4/30/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1. To ratify the appointment of Pricewaterhousecoopers LLP as the auditor of the corporation for the ensuing year at a remuneration to be fixed by the directors of the corporation. | Management | FOR | FOR |
| 2-01. Election of C.E. (Chuck) Shultz as a director of the company. | Management | FOR | FOR |
| 2-02. Election of Ian A. Bourne as a director of the company. | Management | FOR | FOR |
| 2-03. Election of Marcel R. Coutu as a director of the company. | Management | FOR | FOR |
| 2-04. Election of Gerald W. Grandey as a director of the company. | Management | FOR | FOR |
| 2-05. Election of Donald J. Lowry as a director of the company. | Management | FOR | FOR |
| 2-06. Election of Sarah E. Ross as a director of the company. | Management | FOR | FOR |
| 2-07. Election of John K. Read as a director of the company. | Management | FOR | FOR |
| 2-08. Election of Brant G. Sangster as a director of the company. | Management | FOR | FOR |
| 2-09. Election of Wesley R. Twiss as a director of the company. | Management | FOR | FOR |
| 2-10. Election of John B. Zaozirny as a director of the company. | Management | FOR | FOR |
| 3. To accept the approach to executive compensation as disclosed in the management proxy circular. | Management | FOR | FOR |
| Issuer: Murphy Oil Corporation | CUSIP: 626717102 |
Ticker: MUR
Meeting Date: 5/9/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-a. Election of F.W. Blue as a director of the company. | Management | FOR | FOR |
| 1-b. Election S.A. Cosse as a director of the company. | Management | FOR | FOR |
| 1-c. Election of C.P. Deming as a director of the company. | Management | FOR | FOR |
| 1-d. Election of R.A. Hermes as a director of the company. | Management | FOR | FOR |
| 1-e. Election of J.V. Kelley as a director of the company. | Management | FOR | FOR |
| 1-f. Election of W. Mirosh as a director of the company. | Management | FOR | FOR |
| 1-g. Election of R.M. Murphy as a director of the company. | Management | FOR | FOR |
| 1-h. Election of N.E. Schmale as a director of the company. | Management | FOR | FOR |
| 1-i. Election of D.J.H. Smith as a director of the company. | Management | FOR | FOR |
| 1-j. Election of C.G. Theus as a director of the company. | Management | FOR | FOR |
| 1-k. Election of D.M. Wood as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 3. Approval of the proposed 2012 long-term incentive plan. | Management | FOR | FOR |
| 4. Approval of the proposed annual incentive plan. | Management | FOR | FOR |
| 5. Approval of the appointment of KPMG LLP as independent registered public accounting firm. | Management | FOR | FOR |
| Issuer: Intel Corporation | CUSIP: 458140100 |
Ticker: INTC
Meeting Date: 5/17/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-a. Election of Charlene Barshefsky as a director of the company. | Management | FOR | FOR |
| 1-b. Election Andy D. Bryant as a director of the company. | Management | FOR | FOR |
| 1-c. Election of Susan L. Decker as a director of the company. | Management | FOR | FOR |
| 1-d. Election of John J. Donahoe as a director of the company. | Management | FOR | FOR |
| 1-e. Election of Reed E. Hundt as a director of the company. | Management | FOR | FOR |
| 1-f. Election of Paul S. Otellini as a director of the company. | Management | FOR | FOR |
| 1-g. Election of James D. Plummer as a director of the company. | Management | FOR | FOR |
| 1-h. Election of David S. Pottruck as a director of the company. | Management | FOR | FOR |
| 1-i. Election of Frank D. Yeary as a director of the company. | Management | FOR | FOR |
| 1-j. Election of David B. Yoffie as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent registered accounting firm for current year. | Management | FOR | FOR |
| 3. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 4. Stockholder proposal whether to hold an advisory vote on political contributions. | Stockholder | Against | FOR |
| Issuer: QEP Resources. Inc. | CUSIP: 74733V100 |
Ticker: QEP
Meeting Date: 5/15/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Phillips S. Baker as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Charles B. Stanley as a director of the company. | Management | FOR | FOR |
| 2. To approve, by non-binding advisory vote, the company’s executive compensation program. | Management | FOR | FOR |
| 3. To approve the material terms of the QEP Resources, Inc. cash incentive plan. | Management | FOR | FOR |
| 4. To ratify the appointment of PricewaterhouseCoopers LLP for fiscal year 2012. | Management | FOR | FOR |
| 5. Stockholder proposal to approve a non-binding advisory vote to declassify the board of directors. | Stockholder | Against | FOR |
| Issuer: Ceva, Inc. | CUSIP: 157210105 |
Ticker: CEVA
Meeting Date: 5/14/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Eliyahu Ayalon as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Zvi Limon as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Bruce A. Mann as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Peter McManamon as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Sven Christer as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Louis Silver as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Dan Tocatly as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Gideon Wertheizer as a director of the company. | Management | FOR | FOR |
| 2. To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young global) as independent auditors for the company for the fiscal year ending December 31, 2012. | Management | FOR | FOR |
| 3. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| Issuer: Sonus Networks, Inc. | CUSIP: 835916107 |
Ticker: SONS
Meeting Date: 5/23/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of James K. Brewing as a director of the company. | Management | FOR | FOR |
| 1-02. Election of John P. Cunningham as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Raymond P. Dolan as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Beatriz V. Infante as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Howard E. Janzen as a director of the company. | Management | FOR | FOR |
| 1-06. Election of John A. Schofield as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Scott E. Schubert as a director of the company. | Management | FOR | FOR |
| 1-08. Election of H. Brian Thompson as a director of the company. | Management | FOR | FOR |
| 2. To ratify the selection of Deloitte & Touche LLP as Sonus Networks’ independent registered public accounting form for the fiscal year ending December 31, 2012. | Management | FOR | FOR |
| 3. To approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as discussed in the “compensation discussion and analysis” section and the accompanying compensation tables and related narratives contained in the proxy statement. | Management | FOR | FOR |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
Ticker: MRK
Meeting Date: 5/22/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Leslie A. Brun as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Thomas R. Cech as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Kenneth C. Fraizer as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Thomas H. Glocer as a director of the company. | Management | FOR | FOR |
| 1-05. Election of William B. Harrison, Jr. as a director of the company. | Management | FOR | FOR |
| 1-06. Election of C. Robert Kidder as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Rochelle B. Lazarus as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Carlos E. Represas as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Patricia F. Russo as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Craig B. Thompson as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Wendell P. Weeks as a director of the company. | Management | FOR | FOR |
| 1-12. Election of Peter C. Wendell as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of the Company’s independent registered public accounting firm for 2012. | Management | FOR | FOR |
| 3. An advisory vote to approve executive compensation. | Management | FOR | FOR |
| 4. Shareholder proposal concerning shareholder action by written consent. | Stockholder | Against | For |
| 5. Shareholder proposal concerning special shareholder meetings. | Stockholder | Against | For |
| 6. Shareholder proposal concerning report on charitable and political contributions. | Stockholder | Against | For |
| Issuer: JP Morgan Chase & Co. | CUSIP: 46625H100 |
Ticker: JPM
Meeting Date: 5/15/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of James A. Bell as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Crandell C. Bowles as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1-04. Election of David M. Cote as a director of the company. | Management | FOR | FOR |
| 1-05. Election of James S. Crown as a director of the company. | Management | FOR | FOR |
| 1-06. Election of James Dimon as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Timothy P. Flynn as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Ellen V. Futter as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Laban P. Jackson, Jr. as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Lee R. Raymond as a director of the company. | Management | FOR | FOR |
| 1-11. Election of William C. Weldon as a director of the company. | Management | FOR | FOR |
| 2. Appointment of independent registered public accounting firm. | Management | FOR | FOR |
| 3. Advisory resolution to approve executive compensation. | Management | Against | Against |
| 4. Shareholder proposal concerning political non-partisanship. | Stockholder | Against | For |
| 5. Shareholder proposal concerning independent director as chairman. | Stockholder | Against | For |
| 6. Shareholder proposal concerning loan servicing. | Stockholder | Against | For |
| 7. Shareholder proposal concerning corporate political contributions. | Stockholder | Against | For |
| 8. Shareholder proposal concerning genocide-free investing. | Stockholder | Against | For |
| 9. Shareholder proposal concerning shareholder action by written consent. | Stockholder | Against | For |
| 10. Shareholder proposal concerning stock retention. | Stockholder | Against | For |
| Issuer: Vical Incorporated | CUSIP: 925602104 |
Ticker: VICL
Meeting Date: 5/24/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of R. Gordon Douglas as a director of the company. | Management | FOR | FOR |
| 2. To amend the Company’s amended and restated stock incentive plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 3,000,000 shares. | Management | FOR | FOR |
| 3. An advisory approval of the compensation of the company’s named executive officers as described in the proxy statement. | Management | FOR | FOR |
| 4. To ratify the selection by the audit committee of the board f directors of Ernst & Young LLP as independent auditors of the company for its fiscal year ending December 31, 2012. | Management | FOR | FOR |
| Issuer: Xerox Corporation | CUSIP: 984121103 |
Ticker: XRX
Meeting Date: 5/24/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Glenn A. Britt as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Ursula M. Burns as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Richard J. Harrington as a director of the company. | Management | FOR | FOR |
| 1-04. Election of William Curt Hunter as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Robert J. Keegan as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Robert A. McDonald as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Charles Prince as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Ann N. Reese as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Sara Martinez Tucker as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Mary Agnes Wilderotter as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012. | Management | FOR | FOR |
| 3. Approval, on an advisory basis, of the 2011 compensation of named executive officers. | Management | Against | Against |
| 4. Approval of the 2012 amendment and restatement of the company’s 2004 performance incentive plan. | Management | FOR | FOR |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 5/3/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Joseph Chalhoub as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Fred Fehsenfeld, Jr. as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year 2012. | Management | FOR | FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2011 as disclosed in this proxy statement pursuant to item 402 of regulation S-K. | Management | FOR | FOR |
| 4. To approve an amendment to the Heritage-Crystal Clean, Inc. employee stock purchase plan of 2008 to increase the number of shares available under the plan by 60,000. | Management | FOR | FOR |
| Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
Ticker: MSI
Meeting Date: 4/30/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Gregory Q. Brown as a director of the company. | Management | FOR | FOR |
| 1-02. Election of William J. Bratton as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Kenneth C. Dahlberg as a director of the company. | Management | FOR | FOR |
| 1-04. Election of David W. Dorman as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Michael V. Hayden as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Judy C. Lewent as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Samuel C. Scott III as a director of the company. | Management | FOR | FOR |
| 1-08. Election of John A. White as a director of the company. | Management | FOR | FOR |
| 2. Advisory approval of the company’s executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal re: encourage suppliers to publish an annual sustainability report. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: executives to retain significant stock. | Stockholder | Against | FOR |
| Issuer: Devon Energy Corporation | CUSIP: 25179M103 |
Ticker: DVN
Meeting Date: 6/6/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robert H. Henry as a director of the company. | Management | FOR | FOR |
| 1-02. Election of John A. Hill as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Michael M. Kanovsky as a director of the company. | Management | FOR | FOR |
| 1-04. Election of R.A. Mosbacher, Jr. as a director of the company. | Management | FOR | FOR |
| 1-05. Election of J. Larry Nichols as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Duane C. Radtke as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Mary P. Ricciardello as a director of the company. | Management | FOR | FOR |
| 1-08. Election of John Richels as a director of the company. | Management | FOR | FOR |
| 2. Advisory approval of the company’s executive compensation. | Management | FOR | FOR |
| 3. Ratify the appointment of the independent auditors for 2012. | Management | FOR | FOR |
| 4. Approve amending the amended and restated certificate of incorporation to grant stockholders the right to call a special meeting. | Management | FOR | FOR |
| 5. Approve the 2012 incentive compensation plan. | Management | FOR | FOR |
| 6. Approcve the 2012 amendment to the 2009 incentive compensation plan. | Management | FOR | FOR |
| 7. Report on the disclosure of lobbying policies and practices. | Stockholder | Against | FOR |
| Issuer: McMoRan Exploration Co. | CUSIP: 582411104 |
Ticker: MMR
Meeting Date: 6/14/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Richard C. Adkerson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of A. Peyton Bush, III as a director of the company. | Management | FOR | FOR |
| 1-03. Election of William P. Carmichael as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Robert A. Day as a director of the company. | Management | FOR | FOR |
| 1-05. Election of James C. Flores as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Gerald J. Ford as a director of the company. | Management | FOR | FOR |
| 1-07. Election of H. Devon Graham, Jr. as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Suzanne T. Miestayer as a director of the company. | Management | FOR | FOR |
| 1-09. Election of James R. Moffett as a director of the company. | Management | FOR | FOR |
| 1-10. Election of B.M. Rankin, Jr. as a director of the company. | Management | FOR | FOR |
| 1-11. Election of John F. Wombwell as a director of the company. | Management | FOR | FOR |
| 2. Approval, on an advisory basis, of the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm. | Management | FOR | FOR |
| Issuer: Roper Industries, Inc. | CUSIP: 776696106 |
Ticker: ROP
Meeting Date: 6/4/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robert D. Johnson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Robert E. Knowling, Jr. as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Wilbur J. Prezzano as a director of the company. | Management | FOR | FOR |
| 2. To consider, on a non-binding , advisory basis, a resolution approving the compensation of named executive officers. | Management | FOR | FOR |
| 3. To approve an amendment to the Roper Industries, Incl. 2006 incentive plan to increase the shares available and to re-approve the qualified business criteria for performance-based awards | Management | FOR | FOR |
| 4. To ratify the appointment of Pricewaterhousecoopers LLP as the independent registered accounting firm of the Company. | Management | FOR | FOR |
| Issuer: Primus Telecommunications Group, Inc. | CUSIP: 741929301 |
Ticker: PTGI
Meeting Date: 6/12/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robert M. Pons as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Peter D. Aquino as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Neil S. Subin as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Mark E. Holliday as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Steven D. Scheiwe as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of BDO USA, LLP as the company’s independent registered accounting firm for the year ending December 31, 2012. | Management | FOR | FOR |
| Issuer: Radisys Corporation | CUSIP: 750459109 |
Ticker: RSYS
Meeting Date: 6/26/2012
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of C. Scott Gibson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Michel A. Dagenais as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Hubert De Pesquidoux as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Kevin C. Melia as a director of the company. | Management | FOR | FOR |
| 1-05. Election of David Nierenberg as a director of the company. | Management | FOR | FOR |
| 1-06. Election of M. Niel Ranson as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Lorene K. Steffes as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Vincent H. Tobkin as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm. | Management | FOR | FOR |
| 4. Approval of an amendment to the Radisys Corporation 2007 stock plan. | Management | FOR | FOR |
| 5. Approval of an amendment to the Radisys Corporation 1996 employee stock purchase plan. | Management | FOR | FOR |
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.
(Registrant) Central Securities Corporation
| By (Signature and Title) | /s/ Wilmot H. Kidd |
| Wilmot H. Kidd | |
| President |
Date: August 9, 2012