SOURCE CAPITAL /DE/ — Regulatory Filings 2004

Aug 20, 2004

N-PX 1 a04-8552_2npx.htm N-PX

	OMB APPROVAL
UNITED
STATES	OMB
Number: 3235-0582
SECURITIES
AND EXCHANGE COMMISSION	Expires: March 31, 2006
Washington, D.C. 20549	Estimated
average burden hours per response......14.4

*FORM N-PX*

*ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY*

| Investment
Company Act file number | | |
| --- | --- | --- |
| Source Capital, Inc. | | |
| (Exact name of registrant as specified in charter) | | |
| | 11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA | 90064 |
| | (Address of principal executive offices) | (Zip code) |
| J. Richard Atwood, Treasurer | | |
| Source Capital, Inc. | | |
| 11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064 | | |
| (Name and address of agent for service) | | |
| Registrant’s
telephone number, including area code: | 310-473-0225 | |
| Date of
fiscal year end: | 12/31/04 | |
| Date of
reporting period: | 6/30/04 | |

*Item 1. Proxy Voting Record.*

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;
(b)	The exchange ticker symbol of the portfolio security;
(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”)
number for the portfolio security;
(d)	The shareholder meeting date;
(e)	A brief identification of the matter voted on;
(f)	Whether the matter was proposed by the issuer or by a security
holder;
(g)	Whether the registrant cast its vote on the matter;
(h)	How the registrant cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors); and
(i)	Whether the registrant cast its vote for or against management.

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Source Capital, Inc. Proxy Voting

Issuer	Ticker	CUSIP	Mtg Date	Matter	Issr or Shdr Proposal	Voted Y/N	How Voted	For or Against Mgmt
Black Box Corporation	BBOX	091826107	8/12/2003	1. Election of Directors	Issuer	Y	For	For
				2.
Approval of an amendment to the 1992 company stock option plan to increase
the number of shares authorized under the plan	Issuer	Y	For	For
				3. Approval of an amendment to the 1992
director stock option plan to increase the number of shares authorized under
the plan	Issuer	Y	For	For
				4.
Ratification of the appointment of Ernst & Young LLP as the independent
public accountants of the company for the fiscal year ending for 3/31/2004	Issuer	Y	For	For
Clayton Homes, Inc.	CMH	184190106	7/16/2003	1. Proposal to adopt the agreement and
plan of merger, dated as of April 1, 2003, by and among Berkshire Hathaway
Inc., B Merger Sub Inc. and Clayton Homes, Inc., as the merger agreement may
be amended from time to time	Issuer	Y	Against	Against
Kemet Corporation	KEM	488360108	7/23/2003	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the appointment of KPMG
LLP as independent public accountants for the fiscal year ending March 31,
2004	Issuer	Y	For	For
Tidewater Inc.	TDW	886423102	7/31/2003	1. Election of Directors	Issuer	Y	For	For
Scansource,
Inc.	SCSC	806037107	12/4/2003	1.
Election of Directors	Issuer	Y	For	For
				2.Approval of the company’s directors
equity compensation plan	Issuer	Y	For	For
				3.Ratification
of the appointment of Ernst & Young LLP as independent auditors for the
company for the fiscal year ending June 30, 2004	Issuer	Y	For	For
Health Management Associates, Inc.	HMA	421933102	2/17/2004	1. Election of Directors	Issuer	Y	For	For
IDEX
Corporation	IEX	45167R104	3/23/2004	1.
Election of Directors	Issuer	Y	For	For
				2. Approval of Deloitte & Touche LLP
as auditors of the company	Issuer	Y	For	For
Landauer,
Inc.	LDR	51476K103	2/4/2004	1.
Election of Directors	Issuer	Y	For	For
				2. Approval of PricewaterhouseCoopers LLP
as auditors	Issuer	Y	For	For
Advanced Fibre Communications, Inc.	AFCI	00754A105	5/20/2004	1. Election of Directors	Issuer	Y	For	For

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| Tidewater Inc. | TDW | 886423102 | 7/15/2004 | 2. Ratification of the appointment of KPMG
LLP as independent auditors of the corporation for 2004 — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Ratification of the selection of
Deloitte & Touche LLP as independent auditors | Issuer | Y | For | For |
| | | | | 3. Proposal regarding the declassification
of the board of directors and the annual election of all directors | Shareholder | Y | For | Against |
| Cal Dive International, Inc. | CDIS | 127914109 | 5/11/2004 | 1. Election of Directors | Issuer | Y | For | For |
| Renal Care Group, Inc. | RCI | 759930100 | 6/9/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approve the Renal Care Group, Inc. 2004
stock and incentive compensation plan | Issuer | Y | For | For |
| | | | | 3. Approve an amendment to the Renal Care
Group, Inc. 1996 stock option plan for outside directors to allow the grant
of options to directors who are medical directors and the chairman or vice
chairman of the board of directors, if such director is not also an employee
of the company | Issuer | Y | For | For |
| | | | | 4. Approve an amendment to the Renal Care
Group, Inc. certificate of incorporation to increase the number of authorized
shares of its $0.01 par value common stock from 90,000,000 shares to
150,000,000 shares | Issuer | Y | For | For |
| O’Reilly Automotive, Inc. | ORLY | 686091109 | 5/4/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of appointment of Ernst
& Young LLP as independent auditors | Issuer | Y | For | For |
| | | | | 3A. Ratification of new class I director
(term to expire in 2006): John Murphy | Issuer | Y | For | For |
| | | | | 3B. Ratification of new class I director
(term to expire in 2006): Ronald Rashkow | Issuer | Y | For | For |
| HON Industries Inc. | HNI | 438092108 | 5/4/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Change the corporation’s name to HNI
Corporation by amending section 1.01 of the corporation’s articles of incorporation | Issuer | Y | Against | Against |
| | | | | 3. Update anti-takeover provisions of the
corporation’s articles of incorporation to be more consistent with current
Iowa law | Issuer | Y | For | For |

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Manpower Inc.	MAN	56418H100	4/27/2004	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the appointment of
PricewaterhouseCoopers LLP as Manpower’s independent auditors for the fiscal
year ending December 31, 2004	Issuer	Y	For	For
Lincare Holdings, Inc.	LNCR	532791100	5/17/2004	1. Election of Directors	Issuer	Y	For	For
				2. Approval of the company’s 2004 stock
plan	Issuer	Y	For	For
National Commerce Financial Corp.	NCF	63545P104	4/28/2004	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the audit committee’s
appointment of KPMG LLP, independent certified public accountants, as
auditors of the company for the year ending December 31, 2004	Issuer	Y	For	For
Engelhard Corporation	EC	292845104	5/6/2004	1. Election of Directors	Issuer	Y	For	For
Zebra Technologies Corporation	ZBRA	989207105	6/3/2004	1. Election of Directors	Issuer	Y	For	For
				2. Amend the certificate of incorporation	Issuer	Y	For	For
				3. Ratify KPMG LLP as independent auditors	Issuer	Y	For	For
				4. Proposal regarding the charter of the
nominating committee	Shareholder	Y	Against	For
Triquint Semiconductor, Inc.	TQNT	89674K103	5/14/2004	1. Election of Directors	Issuer	Y	For	For
				2. Approve an amendment to the Triquint
Semiconductor, Inc. 1996 stock incentive program to increase the aggregate
number of shares of common stock that may be issued thereunder by 5,000,000
shares	Issuer	Y	For	For
				3. Ratify the audit committee’s
appointment of KPMG LLP as Triquint’s independent auditors for the fiscal
year ending December 31, 2004	Issuer	Y	For	For
Ocular Sciences, Inc.	OCLR	675744106	5/21/2004	1. Election of Directors	Issuer	Y	For	For
				2. Amend the company’s 1997 equity
incentive plan	Issuer	Y	For	For
				3. Ratify the selection of KPMG LLP as independent
auditors of the company for the year ending December 31, 2004	Issuer	Y	For	For
Office Depot, Inc.	ODP	676220106	5/14/2004	1. Election of Directors	Issuer	Y	For	For

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| | | | | 2. Amendment of the company’s long-term
equity incentive plan to increase the number of shares authorized for
issuance under the plan by 15,000,000 shares — 3. Ratification of appointment of Deloitte
& Touche LLP as the company’s independent public accountants | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Graco Inc. | GGG | 384109104 | 4/23/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of appointment of Deloitte
& Touche LLP as independent auditors | Issuer | Y | For | For |
| Cognex Corporation | CGNX | 192422103 | 4/22/2004 | 1. Election of Directors | Issuer | Y | For | For |
| Crane Co. | CR | 224399105 | 4/26/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of Deloitte & Touche LLP
as independent auditors for the company for 2004 | Issuer | Y | For | For |
| | | | | 3. Approval of the 2004 stock incentive
plan | Issuer | Y | For | For |
| | | | | 4. Approval of the corporate EVA incentive
compensation plan | Issuer | Y | For | For |
| | | | | 5. Proposal regarding MacBride Principles | Shareholder | Y | Against | For |
| Carmax, Inc. | KMX | 143130102 | 6/29/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of an amendment to the Carmax,
Inc. 2002 employee stock purchase plan | Issuer | Y | For | For |
| Sandisk Corporation | SNDK | 80004C101 | 5/20/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the appointment of Ernst &
Young LLP as independent accountants of the company for the fiscal year
ending January 2, 2005 | Issuer | Y | For | For |
| Carnival Corporation | CCL | 143658300 | 4/22/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Appoint PricewaterhouseCoopers LLP as
independent auditors for Carnival plc and to ratify the selection of
PricewaterhouseCoopers LLP as independent certified public accountants for
Carnival Corporation | Issuer | Y | For | For |
| | | | | 3. Authorize the audit committee of
Carnival plc to agree the remuneration of the independent auditors | Issuer | Y | For | For |
| | | | | 4. Receive the accounts and reports for
Carnival plc for the financial period ended November 30, 2003 | Issuer | Y | For | For |
| | | | | 5. Approve the directors’ remuneration
report of Carnival plc | Issuer | Y | For | For |

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| | | | | 6. Approve limits on the authority to
allot shares by Carnival plc — 7. Approve the disapplication of
pre-emption rights for Carnival plc shares | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| North Fork Bancorporation, Inc. | NFB | 659424105 | 4/27/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of the selection of KPMG
LLP as the company’s independent auditor for the fiscal year ending December
31, 2004 | Issuer | Y | For | For |
| New Plan Excel Realty Trust, Inc. | | 648053106 | 5/12/2004 | 1. Election of Directors | Issuer | Y | For | For |
| Noble Corporation | NE | G65422100 | 4/22/2004 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the appointment of
independent auditors for 2004 | Issuer | Y | For | For |
| Brown & Brown, Inc. | BRO | 115236101 | 4/22/2004 | 1. Election of Directors | Issuer | Y | For | For |

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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.

(Registrant)
By (Signature and Title)*	/s/
J. Richard Atwood, Treasurer
Date	8/20/04

• Print the name and title of each signing officer under his or her signature.

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