SOURCE CAPITAL /DE/ — Regulatory Filings 2007

Aug 1, 2007

N-PX 1 a07-18083_2npx.htm N-PX

	OMB APPROVAL
UNITED
STATES	OMB
Number: 3235-0582
SECURITIES
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*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: | 7/1/06 to 6/30/07 | |

*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 | 8/22/2006 | 1. Approve and adopt the
agreement and plan of merger, dated as of March 12, 2006 between Capital One
Financial Corporation and North Fork Bancorporation, Inc. as it may be
amended from time to time, pursuant to which North Fork will merge with and
into Capital One. | Issuer | Y | For | For |
| | | | | 2. Adjourn or postpone
the North Fork annual meeting, if necessary, to solicit additional proxies. | Issuer | Y | For | For |
| | | | | 3. Election of Directors | Issuer | Y | For | For |
| | | | | 4. Ratification of the
appointment of KPMG LLP as North Fork’s independent auditors for 2006. | Issuer | Y | For | For |
| Microchip Technology
Incorporated | MCHP | 595017104 | 8/18/2006 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approve an amendment
to the 2004 equity incentive plan that will remove the 30% limitation on the
number of shares that can be granted as restricted stock units so that the
company can continue granting restricted stock units instead of stock options
as the primary equity compensation incentive. | Issuer | Y | Against | Against |
| | | | | 3. Approve an executive
management incentive compensation plan to replace the existing plan as it
applies to executive officers in order to enhance the company’s ability to
obtain tax deductions for “performance compensation” under 162(M) of the
Internal Revenue Code of 1986, as amended. | Issuer | Y | For | For |
| | | | | 4. Ratify the
appointment of Ernst & Young LLP as the independent registered public
accounting firm for the company for the fiscal year ending March 31, 2007. | Issuer | Y | For | For |
| Plantronics, Inc. | PLT | 727493108 | 7/26/2006 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify and approve an
increase of 1.8 million shares in the common stock issuable under the 2003
stock plan and to be used solely for stock option grant awards. | 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 |

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| | | | | 4. Approve the
performance bonus plan. — 5. Ratify the
appointment of PricewaterhouseCoopers LLP as the independent registered
public accounting firm of the company for fiscal 2007. | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Tidewater Inc. | TDW | 886423102 | 7/20/2006 | 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 to
declassify the board of directors. | Issuer | Y | For | For |
| | | | | 4. Approve the 2006
stock incentive plan. | Issuer | Y | For | For |
| Briggs & Stratton
Corporation | BGG | 109043109 | 10/18/2006 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of
PricewaterhouseCoopers LLP as the company’s independent auditor. | Issuer | Y | For | For |
| | | | | 3. Ratification of the
rights agreement as amended by the board of directors on August 9, 2006. | Issuer | Y | For | For |
| ScanSource, Inc. | SCSC | 806037107 | 12/7/2006 | 1. Election of Directors | Issuer | Y | Withhold | Against |
| | | | | 2. Approval of the
Scansource, Inc. amended and restated 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, 2007. | Issuer | Y | For | For |
| Copart, Inc. | CPRT | 217204106 | 12/18/2006 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the selection
of Ernst & Young LLP as independent auditors for the company for the
current fiscal year ending July 31, 2007. | Issuer | Y | For | For |
| Oshkosh Truck
Corporation | OSK | 688239201 | 2/6/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 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, 2007. | Issuer | Y | For | For |
| CLARCOR Inc. | CLC | 179895107 | 3/26/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Adoption of the
CLARCOR value added incentive plan. | Issuer | Y | For | For |
| IDEX Corporation | IEX | 45167R104 | 4/3/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of Deloitte
& Touche LLP as auditors of the company. | Issuer | Y | For | For |

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Carnival Corporation	CCL	143658300	4/16/2007	1. Election of Directors	Issuer	Y	For	For
				2. To 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. To authorize the audit committee of Carnival plc
to agree to the remuneration of the independent auditors.	Issuer	Y	For	For
				4. To receive the accounts and reports for Carnival
plc for the financial year ended November 30, 2006.	Issuer	Y	For	For
				5. To approve the directors’ remuneration report of
Carnival plc.	Issuer	Y	For	For
				6. To approve limits on the authority to allot shares
by Carnival plc.	Issuer	Y	For	For
				7. To approve the disapplication of pre-emption
rights for Carnival plc.	Issuer	Y	For	For
				8. To approve a general authority for Carnival plc to
buy back Carnival plc ordinary shares in the open market.	Issuer	Y	For	For
				9. To approve electronic communications with Carnival
plc shareholders.	Issuer	Y	For	For
Cognex Corporation	CGNX	192422103	4/18/2007	1. Election of Directors	Issuer	Y	For	For
				2. Approval of Cognex
Corporation 2007 stock option and incentive plan.	Issuer	Y	For	For
Invitrogen Corporation	IVGN	46185R100	4/19/2007	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the appointment of Ernst &
Young LLP as independent auditors of the company for fiscal year 2007.	Issuer	Y	For	For
Polaris Industries Inc.	PII	731068102	4/19/2007	1. Election of Directors	Issuer	Y	For	For
				2. Approval of the Polaris Industries Inc. 2007
omnibus incentive plan.	Issuer	Y	For	For
Graco Inc.	GGG	384109104	4/20/2007	1. Election of Directors	Issuer	Y	For	For
				2. Ratification of the appointment of Deloitte &
Touche LLP as the independent registered public accounting firm.	Issuer	Y	For	For
				3. Approval of the executive officer annual incentive
bonus plan.	Issuer	Y	For	For

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| Bio-Rad Laboratories,
Inc. | BIO | 090572207 | 4/24/2007 | 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 |
| | | | | 3. Approve the Bio-Rad Laboratories, Inc. 2007
incentive award plan. | Issuer | Y | For | For |
| Noble Corporation | NE | G65422100 | 4/26/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the appointment of
PricewaterhouseCoopers LLP as independent auditors for 2007. | Issuer | Y | For | For |
| Franklin Electric Co.,
Inc. | FELE | 353514102 | 4/27/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of an amendment to the company’s restated
articles of incorporation to increase the number of shares of authorized
common stock. | Issuer | Y | For | For |
| | | | | 3. Ratify the appointment of Deloitte & Touche
LLP as the company’s independent registered public accounting firm for the
2007 fiscal year. | Issuer | Y | For | For |
| Manpower Inc. | MAN | 56418H100 | 5/2/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of Deloitte & Touche LLP as
independent auditors for 2007. | Issuer | Y | For | For |
| | | | | 3. Approval of the Manpower corporate senior
management annual incentive plan. | Issuer | Y | For | For |
| | | | | 4. Proposal regarding implementation of the MacBride
Principles in Northern Ireland. | Shareholder | Y | Against | For |
| Helix Energy Solutions Group, Inc. | HLX | 42330P107 | 5/7/2007 | 1. Election of Directors | Issuer | Y | For | For |
| Lincare Holdings Inc. | LNCR | 532791100 | 5/7/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the company’s 2007 stock plan. | Issuer | Y | For | For |
| | | | | 3. Shareholder proposal - board diversity. | Shareholder | Y | Against | For |
| Charles River
Laboratories International, Inc. | CRL | 159864107 | 5/8/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Appprove the company’s 2007 incentive plan
authorizing the issuance of up to 6,300,000 shares of common stock. | Issuer | Y | For | For |

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| HNI Corporation | HNI | 404251100 | 5/8/2007 | 3. Ratify the
appointment of PricewaterhouseCoopers LLP as the company’s independent
registered public accountants for the fiscal year ending December 29, 2007. — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approval of
amendments to the articles of incorporation to eliminate supermajority
shareholder voting requirements. | Issuer | Y | For | For |
| | | | | 3. Approval of the HNI
Corporation 2007 stock-based compensation plan. | Issuer | Y | For | For |
| | | | | 4. Approval of the 2007
equity plan for non-employee directors of HNI Corporation. | Issuer | Y | For | For |
| | | | | 5. Ratify the audit
committee’s selection of PricewaterhouseCoopers LLP as the corporation’s
independent registered public accountant for 2007. | Issuer | Y | For | For |
| O’Reilly Automotive,
Inc. | ORLY | 686091109 | 5/8/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of
appointment of Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |
| Heartland Express, Inc. | HTLD | 422347104 | 5/10/2007 | 1. Election of Directors | Issuer | Y | For | For |
| Brown & Brown, Inc. | BRO | 115236101 | 5/16/2007 | 1. Election of Directors | Issuer | Y | For | For |
| AmSurg Corp. | AMSG | 03232P405 | 5/17/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the
amendments to the AmSurg Corp. 2006 stock incentive plan. | Issuer | Y | For | For |
| | | | | 3. Ratification of the
appointment of Deloitte & Touche LLP as the company’s independent
registered public accounting firm for fiscal 2007. | Issuer | Y | For | For |
| The First American
Corporation | FAF | 318522307 | 5/24/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of the
selection of PricewaterhouseCoopers LLP as the company’s independent
registered public accounting firm for 2007. | Issuer | Y | For | For |
| Knight Transportation,
Inc. | KNX | 499064103 | 5/24/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approve Knight
Transportation, Inc. second amended and restated articles of incorporation. | Issuer | Y | For | For |

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| Sandisk Corporation | SNDK | 80004C101 | 5/24/2007 | 3. Ratify Deloitte &
Touche LLP as the company’s independent registered public accounting firm for
fiscal 2007. — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Ratify the
appointment of Ernst & Young LLP as the company’s independent registered
public accounting firm for the fiscal year ending December 30, 2007. | Issuer | Y | For | For |
| | | | | 3. Shareholder proposal
regarding performance-vesting shares. | Shareholder | Y | Against | For |
| Zebra Technologies
Corporation | ZBRA | 989207105 | 5/24/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify Ernst &
Young LLP as independent auditors. | Issuer | Y | For | For |
| CDW Corporation | CDWC | 12512N105 | 6/5/2007 | 1A. Election of
nominee: Michelle L. Collins | Issuer | Y | For | For |
| | | | | 1B. Election of
nominee: Casey G. Cowell | Issuer | Y | For | For |
| | | | | 1C. Election of
nominee: John A. Edwardson | Issuer | Y | For | For |
| | | | | 1D. Election of
nominee: Daniel S. Goldin | Issuer | Y | For | For |
| | | | | 1E. Election of
nominee: Thomas J. Hansen | Issuer | Y | For | For |
| | | | | 1F. Election of nominee: Donald P. Jacobs | Issuer | Y | For | For |
| | | | | 1G. Election of
nominee: Stephan A. James | Issuer | Y | For | For |
| | | | | 1H. Election of
nominee: Michael P. Krasny | Issuer | Y | For | For |
| | | | | 1I. Election of
nominee: Terry L. Lengfelder | Issuer | Y | For | For |
| | | | | 1J. Election of
nominee: Susan D. Wellington | Issuer | Y | For | For |
| | | | | 1K. Election of
nominee: Brian E. Williams | Issuer | Y | For | For |
| | | | | 2. Ratification of the
audit committee’s selection of PricewaterhouseCoopers LLP as CDW’s
independent registered public accounting firm for 2007. | Issuer | Y | For | For |
| CarMax, Inc. | KMX | 143130102 | 6/26/2007 | 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. Approval of the
Carmax, Inc. annual performance-based bonus plan, as amended and restated. | 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	7/31/07

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

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