SOURCE CAPITAL /DE/ — Regulatory Filings 2006

Jul 31, 2006

N-PX 1 a06-16320_2npx.htm ANNUAL REPORT OF PROXY VOTING RECORD

	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 | |
| Date of
reporting period: | 7/1/05 to 6/30/06 | |

*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 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plantronics, Inc. | PLT | 727493108 | 7/21/2005 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify and approve an
increase of 1.3 million shares in the common stock issuable under the 2003
stock plan. | Issuer | Y | For | For |
| | | | | 3. Ratify and approve an
increase of 200,000 shares in the common stock issuable under the 2002
employee stock purchase plan. | Issuer | Y | For | For |
| | | | | 4. Ratify the
appointment of PricewaterhouseCoopers LLP as the independent registered
public accounting firm of the company for fiscal 2006. | Issuer | Y | For | For |
| Tidewater Inc. | TDW | 886423102 | 7/21/2005 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of the
selection of Deloitte & Touche LLP as independent registered public
accounting firm. | Issuer | Y | For | For |
| | | | | 3. Proposal regarding
subjecting non-deductible executive compensation to a stockholder vote. | Shareholder | Y | Against | For |
| | | | | 4. Proposal regarding
the declassification of the board of directors and the annual election of all
directors. | Shareholder | Y | For | Against |
| Renal Care Group, Inc. | RCI | 759930100 | 8/24/2005 | 1. Proposal to adopt the
agreement, dated as of May 3, 2005, by and among Fresenius Medical Care AG,
Fresenius Medical Care Holdings, Inc., Florence Acquisition, Inc. and the
company under which Florence Acquisition, Inc. would be merged with and into
the company. | Issuer | Y | For | For |
| | | | | 2. To grant
discretionary authority to adjourn the special meeting, if necessary, to
solicit additional proxies in favor of adoption of the merger agreement. | Issuer | Y | For | For |
| Briggs & | BGG | 109043109 | 10/19/2005 | 1. Election of Directors | Issuer | Y | For | For |
| Stratton Corporation | | | | 2. Ratification of
PricewaterhouseCoopers LLP as the company’s independent auditor. | Issuer | Y | For | For |
| ScanSource, Inc. | SCSC | 806037107 | 12/1/2005 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the
proposal to amend the company’s 2002 long-term incentive 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, 2006. | Issuer | Y | For | For |

2

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| Knight Transportation,
Inc. | KNX | 499064103 | 12/21/2005 | 1. Proposal to approve
the company’s 2005 executive cash bonus plan, to comply with Section 162(m)
of the Internal Revenue Code of 1986, as amended. | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Proposal to amend the
company’s 2003 stock option plan to comply with Section 162(m) of the Code,
and to approve and ratify the company’s amended and restated 2003 stock
option plan, which incorporates all prior amendments to the 2003 stock option
plan. | Issuer | Y | For | For |
| Oshkosh Truck | OSK | 688239201 | 2/7/06 | 1. Election of Directors | Issuer | Y | For | For |
| Corporation | | | | 2. Ratification of the
appointment of Deloitte & Touche LLP, an independent registered public
accounting firm, as the company’s independent auditors for the fiscal year
ending September 30, 2006. | Issuer | Y | For | For |
| Health | HMA | 421933102 | 2/21/2006 | 1. Election of Directors | Issuer | Y | For | For |
| Management Associates,
Inc. | | | | 2. Approve the Health
Management Associates, Inc. 2006 outside director restricted stock award
plan. | Issuer | Y | For | For |
| | | | | 3. Ratify the selection
of Ernst & Young LLP as the company’s independent registered public accounting
firm for the fiscal year ending September 30, 2006. | Issuer | Y | For | For |
| Zebra | ZBRA | 989207105 | 5/9/06 | 1. Election of Directors | Issuer | Y | For | For |
| Technologies Corporation | | | | 2. Proposal to approve
the 2006 Zebra Technologies Corporation incentive compensation plan. | Issuer | Y | For | For |
| | | | | 3. Ratification of Ernst
& Young LLP as independent auditors. | Issuer | Y | For | For |
| Heartland Express, Inc. | HTLD | 422347104 | 5/11/06 | 1. Election of Directors | Issuer | Y | For | For |
| Brown & Brown, Inc. | BRO | 115236101 | 5/10/06 | 1. Election of Directors | Issuer | Y | For | For |
| The First | FAF | 318522307 | 5/18/06 | 1. Election of Directors | Issuer | Y | For | For |
| American Corporation | | | | 2. Approval of the 2006
incentive compensation plan. | Issuer | Y | For | For |
| Carmax, Inc. | KMX | 143130102 | 6/20/06 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of the
selection of KPMG LLP as independent registered public accounting firm. | Issuer | Y | For | For |

3

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| Idex Corporation | IEX | 45167R104 | 4/4/06 | 3. Approval of two
amendments to the Carmax, Inc. amended and restated 2002 employee stock
purchase plan. — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approval of Deloitte
& Touche LLP as the auditors of the company. | Issuer | Y | For | For |
| Arthur J. | AJG | 363576109 | 5/16/06 | 1. Election of Directors | Issuer | Y | For | For |
| Gallagher & Co. | | | | 2. Ratification of Ernst
& Young LLP as the independent registered public accounting firm of the
company for 2006. | Issuer | Y | For | For |
| Sandisk | SNDK | 80004C101 | 5/25/06 | 1. Election of Directors | Issuer | Y | For | For |
| Corporation | | | | 2. Approve amendments to
the company’s 2005 incentive plan. | Issuer | Y | For | For |
| | | | | 3. Approve an amendment
to the company’s certificate of incorporation, increasing the authorized
amount of common stock from 400,000,000 to 800,000,000 shares. | Issuer | Y | For | For |
| | | | | 4. Ratify the
appointment of Ernst & Young LLP as the company’s independent registered
public accounting firm for the fiscal year ending December 31, 2006. | Issuer | Y | For | For |
| Knight | KNX | 499064103 | 5/24/06 | 1. Election of Directors | Issuer | Y | For | For |
| Transportation, Inc. | | | | 2. Ratify Deloitte &
Touche LLP as the company’s independent registered public accounting firm for
fiscal 2006. | Issuer | Y | For | For |
| Graco Inc. | GGG | 384109104 | 4/21/06 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of
appointment of Deloitte & Touche LLP as the independent registered public
accounting firm. | Issuer | Y | For | For |
| | | | | 3. Approval of the
amended and restated Graco Inc. stock incentive plan. | Issuer | Y | For | For |
| | | | | 4. Approval of the Graco
Inc. 2006 employee stock purchase plan. | Issuer | Y | For | For |
| O’Reilly | ORLY | 686091109 | 5/9/06 | 1. Election of Directors | Issuer | Y | For | For |
| Automotive, Inc. | | | | 2. Ratification of
appointment of Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |

4

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Invitrogen	IVGN	46185R100	4/21/06	1. Election of Directors	Issuer	Y	For	For
Corporation				2. Ratification of the
appointment of Ernst & Young LLP as independent auditors of the company
for fiscal year 2006.	Issuer	Y	For	For
				3. Amendment of the
company’s 1998 employee stock purchase plan.	Issuer	Y	For	For
				4. Amendment of the
company’s restated certificate of incorporation.	Issuer	Y	For	For
Noble Corporation	NE	G65422100	4/27/06	1. Election of Directors	Issuer	Y	For	For
				2. Approval of the
appointment of PricewaterhouseCoopers LLP as independent auditors for 2006.	Issuer	Y	For	For
				3. Proposal to separate
the positions of Chairman/Chief Executive Officer.	Shareholder	Y	Against	For
Manpower Inc.	MAN	56418H100	4/25/06	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of
Deloitte & Touche LLP as independent auditors for 2006.	Issuer	Y	For	For
				3. Approval of the
increase in the number of shares authorized for issuance under the 2003
equity incentive plan of Manpower Inc.	Issuer	Y	For	For
				4. Proposal regarding
implementation of the MacBride principles in Northern Ireland.	Shareholder	Y	Against	For
CDW Corporation	CDWC	12512N105	5/17/06	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the
audit committee’s selection of PricewaterhouseCoopers LLP as the company’s
independent registered public accounting firm for 2006.	Issuer	Y	For	For
				3. Approval of the CDW
2006 stock incentive plan.	Issuer	Y	For	For
				4. Approval of an
amendment to the CDW employee stock purchase plan.	Issuer	Y	For	For
Amsurg Corp.	AMSG	03232P405	5/18/06	1. Election of Directors	Issuer	Y	For	For
				2. Approval of the
Amsurg Corp. 2006 stock incentive plan.	Issuer	Y	For	For
				3. Ratification of the
appointment of Deloitte & Touche LLP as the independent registered public
accounting firm for fiscal 2006.	Issuer	Y	For	For

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Charles River	CRL	159864107	5/9/06	1. Election of Directors	Issuer	Y	For	For
Laboratories
International, Inc.				2. Ratify the
appointment of PricewaterhouseCoopers LLP as the company’s independent public
auditors for the fiscal year ending December 30, 2006.	Issuer	Y	For	For
Helix Energy Solutions
Group, Inc.	HELX	42330P107	5/8/06	1. Election of Directors	Issuer	Y	For	For
Bio-Rad	BIO	090572207	4/25/06	1. Election of Directors	Issuer	Y	For	For
Laboratories, Inc.				2. Ratify the selection
of Deloitte & Touche LLP to serve as the company’s independent auditors.	Issuer	Y	For	For
Cognex Corporation	CGNX	192422103	4/25/06	1. Election of Directors	Issuer	Y	For	For
Polaris Industries	PII	731068102	4/20/06	1. Election of Directors	Issuer	Y	For	For
Inc.				2. Approval of
amendments to the Polaris Industries Inc. employee stock purchase plan.	Issuer	Y	For	For
Carnival	CCL	143658300	4/20/06	1. Election of Directors	Issuer	Y	For	For
Corporation				2. Re-appoint PricewaterhouseCoopers LLP as independent
auditors for Carnival PLC and to ratify the selection of PricewaterhouseCoopers
LLP as the independent registered certified public accounting firm for
Carnival Corporation.	Issuer	Y	For	For
				3. Authorize the audit committee of Carnival PLC to agree
to the remuneration of the independent auditors.	Issuer	Y	For	For
				4. Receive the accounts and reports for Carnival PLC for
the financial year ended November 30, 2005.	Issuer	Y	For	For
				5. Approve the directors ’ remuneration report of Carnival
PLC.	Issuer	Y	For	For
				6. Approve the limits on the authority to allot shares by
Carnival PLC.	Issuer	Y	For	For
				7. Approve the disapplication of pre-emption rights for
Carnival PLC.	Issuer	Y	For	For
				8. Approve a general authority for Carnival PLC to buy
back Carnival PLC ordinary shares in the open market.	Issuer	Y	For	For
HNI Corporation	HNI	404251100	5/2/06	1. Election of Directors	Issuer	Y	For	For

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| Lincare Holdings Inc. | LNCR | 532791100 | 5/15/06 | 2. Ratify the audit
committee’s selection of PricewaterhouseCoopers LLP as the corporation’s
independent registered public accountant for fiscal 2006. — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | 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	7/31/06

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

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