SOURCE CAPITAL /DE/ — Regulatory Filings 2005

Jul 29, 2005

N-PX 1 a05-11836_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: | 12/31/05 | |
| Date of
reporting period: | 6/30/05 | |

*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
North Fork
Bancorporation, Inc.	NFB	659424105	8/31/2004	1. To adopt the
agreement and plan of merger, dated as of February 15, 2004, by and
between North Fork Bancorporation, Inc. and Greenpoint Financial Corp.	Issuer	Y	For	For
Black Box
Corporation	BBOX	091826107	8/10/2004	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 and to limit the number of shares with
respect to options or rights that may be awarded to any one person in any
given year	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
registered public accounting firm for the fiscal year ending for
March 31, 2005	Issuer	Y	For	For
Kemet Corporation	KEM	488360108	7/21/2004	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, 2005	Issuer	Y	For	For
				3. Approval of
Kemet Corporation’s 2004 long-term equity incentive plan	Issuer	Y	For	For
Plantronics, Inc.	PLT	727493108	7/21/2004	1. Election of
Directors	Issuer	Y	For	For
				2. To approve the
amendment and restatement of the 2003 stock plan, which includes an increase
of one million shares of common stock issuable thereunder	Issuer	Y	For	For
				3. To approve the
amendment to the 2003 stock plan to allow a portion of the shares reserve to
be used for awards of restricted stock, restricted stock units and capped
stock appreciation rights	Issuer	Y	For	For
				4. To ratify the
appointment of PricewaterhouseCoopers LLP as the independent accountants of
the company for fiscal 2005	Issuer	Y	For	For

2

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| National Commerce
Financial Corp. | NCF | 63545P104 | 9/15/2004 | 1. To approve the
agreement and plan of merger, dated as of May 7, 2004, by and between
Suntrust Banks, Inc. and National Commerce Financial Corporation
(“Merger Agreement”), as described in the joint proxy statement-prospectus
and the merger agreement | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. To adjourn or
postpone the NCF special meeting, if necessary, for the purpose of soliciting
additional proxies | Issuer | Y | For | For |
| Scansource, Inc. | SCSC | 806037107 | 12/2/2004 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval to
amend the company’s amended and restated articles of incorporation to
increase the number of authorized shares of common stock of the company from
25,000,000 to 45,000,000 shares | 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, 2005 | Issuer | Y | For | For |
| Advanced Fibre
Communications, Inc. | AFCI | 00754A105 | 11/30/2004 | 1. The adoption
of the agreement and plan of merger, dated as of May 19, 2004, as
amended and restated as of September 7, 2004, among Tellabs, Inc.,
Chardonnay Merger Corp, and Advanced Fibre Communications, Inc. A copy
of the agreement is included as Annex A to the proxy statement/prospectus
accompanying this proxy card and is summarized therein. | Issuer | Y | For | For |
| Ocular
Sciences, Inc. | OCLR | 675744106 | 11/16/2004 | 1. Approve and
adopt the agreement and plan of merger by and among The Cooper
Companies, Inc., TCC Acquisition Corp., a wholly owned subsidiary of
Cooper, and Ocular Sciences, Inc., and approve the merger of Ocular with
and into TCC Acquisition, with TCC Acquisition surviving the merger as a
wholly owned subsidiary of Cooper. | Issuer | Y | For | For |

3

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| Inveresk Research
Group, Inc. | IRGI | 461238107 | 10/20/2004 | 1. Adopt the
agreement and plan of merger, dated as of June 30, 2004, as amended, by
and among Charles River Laboratories International, Inc., Indigo Merger
I Corp., Indigo Merger II LLC and the company, attached to the proxy
statement as Appendix A, and approve the transaction contemplated by the
agreement and plan of merger. | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approve the
adjournment or postponement of the special meeting, if necessary, to solicit
additional proxies in favor of the adoption of the merger agreement referred
to in Item 1. | Issuer | Y | For | For |
| Landauer, Inc. | LDR | 51476K103 | 2/3/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval of
PricewaterhouseCoopers LLP as auditors | Issuer | Y | For | For |
| | | | | 3. Approval of
the Landauer, Inc. 2005 long-term incentive plan | Issuer | Y | For | For |
| Oshkosh Truck
Corporation | OSK | 688239201 | 2/1/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval of an
amendment to the restated articles of incorporation to increase the number of
authorized shares of common stock and Class A common stock | Issuer | Y | For | For |
| Health Management
Associates, Inc. | HMA | 421933102 | 2/15/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Proposal to
limit the number of options that may be granted to any individual without
stockholder approval. | Shareholder | Y | Against | For |
| | | | | 3. Proposal to
adopt a policy to limit the amount that the company may charge uninsured
patients for health care services. | Shareholder | Y | Against | For |
| IDEX Corporation | IEX | 45167R104 | 3/22/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval of
amendment to company’s restated certificate of incorporation to increase the
number of authorized shares of common stock from 75,000,000 to 150,000,000. | Issuer | Y | For | For |
| | | | | 3. Approval of
the company’s incentive award plan. | Issuer | Y | For | For |
| | | | | 4. Approval of
Deloitte & Touche LLP as auditors of the company | Issuer | Y | For | For |
| Lincare
Holdings, Inc. | LNCR | 532791100 | 5/9/2005 | 1. Election of
Directors | Issuer | Y | For | For |

4

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| Heartland
Express, Inc. | HTLD | 422347104 | 5/12/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Office
Depot, Inc. | ODP | 676220106 | 5/13/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. To ratify
audit committee’s appointment of Deloitte & Touche LLP as
independent accountants for the term described in the proxy statement. | Issuer | Y | For | For |
| | | | | 3. To consider a
proposal from a shareholder recommending: (1) that the board amend the
bylaws to provide that no corporate officer shall receive annual compensation
in excess of the limits established by the Internal Revenue Code for
deductibility of employee remuneration and certain other matters, all as more
fully described in the proxy statement. | Shareholder | Y | Against | For |
| | | | | 4. To consider a
proposal from a shareholder recommending that the board of dierctors amend
the governance documents (certificate of incorporation or bylaws) of the
company to provide that director nominees shall be elected by the affirmative
vote of the majority of the votes cast at an annual meeting of shareholders. | Shareholder | Y | Against | For |
| CDW Corporation | CDWC | 12512N105 | 5/11/2005 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification
of the audit committee’s selection of Pricewaterhousecoopers LLP as the
independent registered public acounting firm. | Issuer | Y | For | For |
| | | | | 3. Reapprove the
performance criteria under the CDW senior management incentive plan so that
awards under the plan will continue to receive favorable tax treatment under
section 162(M) of the Internal Revenue Code. | Issuer | Y | For | For |
| Cal Dive
International, Inc. | CDIS | 127914109 | 5/10/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. To amend the
company’s 1997 amended and restated articles of incorporation and amended and
restated by-laws concerning the Minnesota Business Combinations Act. | Issuer | Y | For | For |
| | | | | 3. To approve the
2005 amended and restated articles of incorporation. | Issuer | Y | For | For |

5

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| O’Reilly
Automotive, Inc. | ORLY | 686091109 | 5/3/2005 | 4. To approve the
Cal Dive International, Inc. 2005 long term incentive plan. — 1. Election of
Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Ratification
of Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |
| | | | | 3. Approval to
amend and restate the 2003 employee stock option plan to the 2003 incentive
plan. | Issuer | Y | For | For |
| | | | | 4. Approval to
amend and restate the 2003 director stock option plan. | Issuer | Y | For | For |
| | | | | 5. Approval to
amend the company’s amended and restated articles of incorporation. | Issuer | Y | For | For |
| Charles River
Laboratories International, Inc. | CRL | 159864107 | 5/9/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Proposal to
approve amendments to the company’s 2000 incentive plan to increase the
number of shares of common stock available for issuance thereunder from
6,289,000 to 9,889,000 and to provide that shares related to cancelled awards
be returned to the plan following such cancellation and be available for
future grants. | Issuer | Y | For | For |
| | | | | 3. Ratify the
appointment of Pricewaterhousecoopers LLP as the company’s independent public
auditors for the fiscal year ending December 31, 2005. | Issuer | Y | For | For |
| Sandisk
Corporation | SNDK | 80004C101 | 5/27/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. To approve the
implementation of the Sandisk Corporation 2005 stock incentive plan. | Issuer | Y | For | For |
| | | | | 3. To approve the
implementation of the Sandisk Corporation 2005 employee stock purchase plan
and the Sandisk Corporation 2005 international employee stock purchase plan, which will share a common share reserve of the company’s common
stock. | Issuer | Y | For | For |
| | | | | 4. To ratify the
appointment of Ernst & Young LLP as the company’s independent
registered public accounting firm for the fiscal year ending January 1,
2006. | Issuer | Y | For | For |

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| Brown &
Brown, Inc. | BRO | 115236101 | 4/21/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Amendment to
stock performance plan. | Issuer | Y | For | For |
| Crane Co. | CR | 224399105 | 4/25/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval of
Deloitte & Touche LLP as independent auditors for the company for
2005. | Issuer | Y | For | For |
| Cognex
Corporation | CGNX | 192422103 | 4/21/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| Carnival
Corporation | CCL | 143658300 | 4/13/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. To approve the
amended and restated Carnival Corporation 2001 outside director stock plan. | Issuer | Y | For | For |
| | | | | 3. To approve the
Carnival plc 2005 employee share plan. | Issuer | Y | For | For |
| | | | | 4. To approve the
Carnival plc 2005 employee stock purchase plan. | Issuer | Y | For | For |
| | | | | 5. To re-appoint
Pricewaterhousecoopers LLP as independent auditors for Carnival plc and to
ratify the selection of Pricewaterhousecoopers LLP as independent registered
certified public accountants for Carnival Corporation. | Issuer | Y | For | For |
| | | | | 6. To authorize
the audit committee of Carnival plc to agree the remuneration of the
independent auditors. | Issuer | Y | For | For |
| | | | | 7. To receive the
accounts and reports for Carnival plc for the financial year ended
November 30, 2004. | Issuer | Y | For | For |
| | | | | 8. To approve the
directors’ remuneration report of Carnival plc. | Issuer | Y | For | For |
| | | | | 9. To approve
limits on the authority to allot shares by Carnival plc. | Issuer | Y | For | For |
| | | | | 10. To approve
the disapplication of pre-emption rights for Carnival plc. | Issuer | Y | For | For |
| | | | | 11. To approve a
general authority for Carnival plc to buy back Carnival plc ordinary shares
in the open market. | Issuer | Y | For | For |
| Graco Inc. | GGG | 384109104 | 4/22/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratification
of appointment of Deloitte & Touche LLP as independent auditors. | Issuer | Y | For | For |
| Invitrogen
Corporation | IVGN | 46185R100 | 4/20/2005 | 1. Election of
Directors | Issuer | Y | For | For |

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| Diebold,
Incorporated | DBD | 253651103 | 4/28/2005 | 2. Ratification
of the appointment of Ernst & Young LLP as independent auditors of
the company for fiscal year 2005. — 1. Election of
Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. To ratify the
appointment of KPMG LLP as independent auditors for the year 2005. | Issuer | Y | For | For |
| | | | | 3. To vote upon
the approval of the corporation’s annual cash bonus plan. | Issuer | Y | For | For |
| Engelhard
Corporation | EC | 292845104 | 5/5/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratification
of the appointment of Ernst & Young LLP as independent registered
public accounting firm. | Issuer | Y | For | For |
| North Fork
Bancorporation, Inc. | NFB | 659424105 | 5/3/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Amendment of
certificate of incorporation to increase authorized shares of common stock
from 500 million shares to 1 billion shares. | Issuer | Y | For | For |
| | | | | 3. Ratification
of KPMG LLP as company’s independent auditor for fiscal year 2005. | Issuer | Y | For | For |
| Manpower Inc. | MAN | 56418H100 | 4/26/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approval of
increase in the number of shares authorized for issuance under the Manpower
1990 employee stock purchase plan. | Issuer | Y | For | For |
| | | | | 3. Approval of
amendments to the 2003 equity incentive plan of Manpower Inc. to add
performance-based equity incentive awards and to make related changes. | Issuer | Y | For | For |
| HNI Corporation | HNI | 404251100 | 5/3/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Re-approval of
the performance measures under the HNI Corporation executive bonus plan. | Issuer | Y | For | For |
| | | | | 3. Approval of
the HNI Corporation long-term performance plan. | Issuer | Y | For | For |
| Bio-Rad
Laboratories, Inc. | BIO | 090572207 | 4/26/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the
selection of Deloitte & Touche LLP to serve as the company’s
independent auditors. | Issuer | Y | For | For |

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| Noble Corporation | NE | G65422100 | 4/28/2005 | 3. Amend the
amended and restated 1988 employee stock purchase plan to increase the number
of shares authorized for sale thereunder by 500,000. — 1. Election of
Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approval of
adoption of special resolution of members to amend articles of association to
increase director retirement age. | Issuer | Y | For | For |
| | | | | 3. Approval of
the proposal regarding the amended and restated Noble Corporation 1992
nonqualified stock option plan for non-employee directors. | Issuer | Y | For | For |
| | | | | 4. Approval of
the proposal to amend the Noble Corporation equity compensation plan for non-employee
directors. | Issuer | Y | For | For |
| | | | | 5. Approval of
the appointment of independent auditors for 2005. | Issuer | Y | For | For |
| Zebra
Technologies Corporation | ZBRA | 989207105 | 5/17/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify
Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |
| The First
American Corporation | FAF | 318522307 | 5/18/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| Arthur J.
Gallagher & Co. | AJG | 363576109 | 5/17/2005 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification
of the appointment of Ernst & Young LLP as the independent
registered public accounting firm of the company for 2005. | Issuer | Y | For | For |
| | | | | 3. Approval of
the Arthur J. Gallagher & Co. senior management incentive plan. | Issuer | Y | For | For |
| | | | | 4. Approval of
the Arthur J. Gallagher & Co. 2005 long-term incentive plan. | Issuer | Y | For | For |
| Renal Care
Group, Inc. | RCI | 759930100 | 6/8/2005 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Amend the
Renal Care Group, Inc. amended and restated employee stock purchase
plan, which is referred to as the employee stock purchase plan, to increase
the number of shares available under the employee stock purchase plan. | Issuer | Y | For | For |
| Carmax, Inc. | KMX | 143130102 | 6/21/2005 | 1. Election of
Directors | Issuer | Y | For | For |

9

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| 2. Ratification
of the selection of KPMG LLP as independent auditors. | Issuer | Y | For | For |
| --- | --- | --- | --- | --- |
| 3. Approval of an
amendment to the Carmax, Inc. amended and restated 2002 stock incentive
plan. | Issuer | Y | For | For |
| 4. Approval of an
amendment to the Carmax, Inc. amended and restated 2002 non-employee directors stock incentive plan. | Issuer | Y | For | For |

10

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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	7/29/05

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

11

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