SOURCE CAPITAL /DE/ — Declaration of Voting Results & Voting Rights Announcements 2008

Aug 29, 2008

N-PX 1 a08-22128_2npx.htm N-PX

	OMB APPROVAL
UNITED
STATES	OMB
Number: 3235-0582
SECURITIES
AND EXCHANGE COMMISSION	Expires: April 30, 2009
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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: | 7/1/07 to 6/30/08 | |

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*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 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Tidewater Inc. | TDW | 886423102 | 7/12/2007 | 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 |
| CDW Corporation | CDWC | 12512N105 | 8/9/2007 | 1. Approve the
agreement and plan of merger, dated as of May 29, 2007, among CDW
Corporation, VH Holdings, Inc. (“Parent”) and VH Mergersub, Inc.
(“Merger Sub”), which provides for the merger of Merger Sub, a wholly owned
subsidiary of Parent, with and into CDW, with CDW continuing as the surviving
corporation. | Issuer | Y | Against | Against |
| | | | | 2. Adjourn the special
meeting if necessary or appropriate to permit further solicitation of proxies
if there are not sufficient votes at the time of the special meeting to
approve the agreement and plan of merger. | Issuer | Y | Against | Against |
| Microchip Technology
Incorporated | MCHP | 595017104 | 8/17/2007 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Approve an amendment
to the Internal Revenue Code Section 162(m) performance measures
under the company’s 2004 equity incentive plan that allows the company to
recognize quarterly as well as annual performance measurements, to set
performance measurements in percentage terms as well as in dollars, all as
more fully described in the proxy statement. | Issuer | Y | Against | Against |
| | | | | 3. Ratify the
appointment of Ernst & Young LLP as the independent registered
public accounting firm of the company for the fiscal year ending March 31,
2008. | Issuer | Y | For | For |
| Plantronics, Inc. | PLT | 727493108 | 8/17/2007 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify and approve
an increase of 1.7 million shares of the common stock issuable under the 2003
stock plan. | Issuer | Y | For | For |
| | | | | 3. Ratify and approve
amendments to the 2002 employee stock purchase plan, which includes an
increase of 400,000 shares of the common stock issuable thereunder. | Issuer | Y | For | For |

2

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| Copart, Inc. | CPRT | 217204106 | 12/6/2007 | 4. Ratify the appointment of PricewaterhouseCoopers
LLP as the independent registered public accounting firm of the company for
fiscal 2008. — 1. Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approval of the adoption of the 2007 equity
incentive plan. | Issuer | Y | For | For |
| | | | | 3. Ratify the selection of Ernst & Young
LLP as independent auditors for the company for the current fiscal year
ending July 31, 2008. | Issuer | Y | For | For |
| ScanSource, Inc. | SCSC | 806037107 | 12/6/2007 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of an amendment to the ScanSource, Inc.
amended and restated 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,
2008. | Issuer | Y | For | For |
| CLARCOR Inc. | CLC | 179895107 | 3/31/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the independent auditors of the company. | Issuer | Y | For | For |
| IDEX Corporation | IEX | 45167R104 | 4/8/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approve the amendment and restatement of the IDEX
Corporation incentive award plan. | Issuer | Y | For | For |
| | | | | 3. Ratify the appointment of Deloitte &
Touche LLP as auditors of the company for 2008. | Issuer | Y | For | For |
| Cognex Corporation | CGNX | 192422103 | 4/17/2008 | 1. Election of Directors | Issuer | Y | For | For |
| Bio-Rad Laboratories, Inc. | BIO | 090572207 | 4/22/2008 | 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 |
| Carnival Corporation | CCL | 143658300 | 4/22/2008 | 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 |

3

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| | | | | 4. To receive the accounts and reports for Carnival
plc for the financial year ended November 30, 2007. — 5. To approve the directors’ remuneration report of
Carnival plc. | Issuer — Issuer | Y — Y | For — For | 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 |
| Graco Inc. | GGG | 384109104 | 4/25/2008 | 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 |
| Manpower Inc. | MAN | 56418H100 | 4/29/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of Deloitte & Touche LLP as
independent auditors for 2008. | Issuer | Y | For | For |
| | | | | 3. Proposal regarding implementation of the MacBride
Principles in Northern Ireland. | Shareholder | Y | Against | For |
| Brown & Brown, Inc. | BRO | 115236101 | 4/30/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of 2008 sharesave plan. | Issuer | Y | For | For |
| Invitrogen Corporation | IVGN | 46185R100 | 4/30/2008 | 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 2008. | 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 2004 equity incentive
plan. | Issuer | Y | For | For |
| Noble Corporation | NE | G65422100 | 5/1/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Approval of the appointment of
PricewaterhouseCoopers LLP as independent auditors for 2008. | Issuer | Y | For | For |
| Polaris Industries Inc. | PII | 731068102 | 5/1/2008 | 1. Election of Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the selection of Ernst & Young
LLP as independent registered auditors for 2008. | Issuer | Y | For | For |

4

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| Franklin Electric Co., Inc. | FELE | 353514102 | 5/2/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Ratify the
appointment of Deloitte & Touche LLP as the company’s independent
registered public accounting firm for the 2008 fiscal year. | Issuer | Y | For | For |
| Helix Energy Solutions
Group, Inc. | HLX | 42330P107 | 5/6/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| HNI Corporation | HNI | 404251100 | 5/6/2008 | 1A. Election of
Director: Miguel M. Calado | Issuer | Y | For | For |
| | | | | 1B. Election of
Director: Cheryl A. Francis | Issuer | Y | For | For |
| | | | | 1C. Election of
Director: Larry B. Porcellato | Issuer | Y | For | For |
| | | | | 1D. Election of
Director: Brian E. Stern | Issuer | Y | For | For |
| | | | | 2. Ratify the audit
committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent
registered public accountant for 2008. | Issuer | Y | For | For |
| O’Reilly Automotive, Inc. | ORLY | 686091109 | 5/6/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratification of
appointment of Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |
| Charles River
Laboratories International, Inc. | CRL | 159864107 | 5/8/2008 | 1. Election of
Directors 2. Ratify the
appointment of Pricewaterhouse Coopers LLP as the company’s independent
registered public accountants for the fiscal year ending December 27,
2008. | Issuer Issuer | Y Y | For For | For For |
| Heartland Express, Inc. | HTLD | 422347104 | 5/8/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the appointment
of KPMG LLP as the registered public accounting firm of the corporation. | Issuer | Y | For | For |
| Lincare Holdings Inc. | LNCR | 532791100 | 5/12/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify the
appointment of KPMG LLP as the company’s independent registered public
accounting firm for the fiscal year ending December 31, 2008. | Issuer | Y | For | For |
| AmSurg Corp. | AMSG | 03232P405 | 5/22/2008 | 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 |

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| Knight Transportation, Inc. | KNX | 499064103 | 5/22/2008 | 3. Ratification of the
appointment of Deloitte & Touche LLP as the company’s independent
registered public accounting firm for fiscal 2008. — 1. Election of
Directors | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2. Approve the second
amendment to the company’s amended and restated 2003 stock option plan to
increase the number of shares of common stock reserved for the issuance of
stock grants, including stock options, to employees and directors. | Issuer | Y | For | For |
| | | | | 3. Ratify the
appointment of Deloitte & Touche LLP as the company’s independent
registered public accounting firm for fiscal 2008. | Issuer | Y | For | For |
| Zebra Technologies
Corporation | ZBRA | 989207105 | 5/22/2008 | 1. Election of
Directors | Issuer | Y | For | For |
| | | | | 2. Ratify Ernst &
Young LLP as independent auditors. | Issuer | Y | For | For |
| Sandisk Corporation | SNDK | 80004C101 | 5/28/2008 | 1A. Election of
Director: Dr. Eli Harari | Issuer | Y | For | For |
| | | | | 1B. Election of
Director: Irwin Federman | Issuer | Y | For | For |
| | | | | 1C. Election of
Director: Steven J. Gomo | Issuer | Y | For | For |
| | | | | 1D. Election of
Director: Eddy W. Hartenstein | Issuer | Y | For | For |
| | | | | 1E. Election of
Director: Catherine P. Lego | Issuer | Y | For | For |
| | | | | 1F. Election of
Director: Michael E. Marks | Issuer | Y | For | For |
| | | | | 1G. Election of
Director: Dr. James D. Meindl | Issuer | Y | 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 28,
2008. | Issuer | Y | For | For |
| | | | | 3. Proposal regarding
majority voting for directors of the company. | Issuer | Y | Against | For |
| Signet Group plc | SIG LN | G8126R113 | 6/6/2008 | 1. Receive the report and
accounts. | Issuer | Y | For | For |
| | | | | 2. Approve the
directors’ remuneration report. | Issuer | Y | For | For |
| | | | | 3. Declare a final
dividend. | Issuer | Y | For | For |
| | | | | 4. Elect Mr. Lesley
Knox as the director. | Issuer | Y | For | For |
| | | | | 5. Re-elect Mr. Robert
Anderson as the director. | Issuer | Y | For | For |
| | | | | 6. Re-elect Mr. Terry
Burman as the director. | Issuer | Y | For | For |
| | | | | 7. Re-elect Mr. Robert
Walker as the director. | Issuer | Y | For | For |
| | | | | 8. Re-appoint the auditor. | Issuer | Y | For | For |

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| | | | | 9. Approve the
extension of the company’s sharesave scheme. — 10. Approve the
extension of the company’s stock savings scheme. | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 11. Approve the
extension of the company’s Irish sharesave scheme. | Issuer | Y | For | For |
| | | | | 12. Authorize the
directors to allot shares. | Issuer | Y | For | For |
| | | | | 13. Approve to disapply
the statuutory pre-emption rights on share allotments. | Issuer | Y | For | For |
| | | | | 14. Authorize the
company to make market purchase of its own shares. | Issuer | Y | For | For |
| | | | | 15. Adopt the new
articles of association. | Issuer | Y | For | For |
| CarMax, Inc. | KMX | 143130102 | 6/24/2008 | 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. 2002 non-employee directors stock incentive 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	8/29/08

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

8

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