SOURCE CAPITAL /DE/ — Regulatory Filings 2009

Aug 31, 2009

N-PX 1 a09-21556_2npx.htm N-PX

	OMB APPROVAL
UNITED
STATES	OMB
Number: 3235-0582
SECURITIES
AND EXCHANGE COMMISSION	Expires: March 31, 2012
Washington, D.C. 20549	Estimated
average burden hours per response......19.6

*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: | 7/1/08 to 6/30/09 | |

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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.

2

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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	7/23/2008	1.
Election of Directors	Issuer	Y	For	For
				2.
Ratify and approve amendments to the 2003 stock plan.	Issuer	Y	For	For
				3.
Ratify and approve amendments to 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 2009.	Issuer	Y	For	For
Microchip
Technology Incorporated	MCHP	595017104	8/15/2008	1.
Election of Directors	Issuer	Y	For	For
				2.
Ratify the appointment of Ernst & Young LLP as the independent
registered public accounting firm of the company for the fiscal year ending March 31,
2009.	Issuer	Y	For	For
Signet
Group plc	SIG
LN	G8126R113	8/19/2008	1.
Authorize the directors to take all actions necessary to implement the scheme
into effect referred to in the notice convening the General Meeting.	Issuer	Y	For	For
				2.
Approve the operation of each of the Signet Jewelers Limited share plans.	Issuer	Y	For	For
Signet
Group plc	SIG
LN	G8126R113	8/19/2008	1.
Approve the scheme of arrangement referred to in the notice convening the
court meeting.	Issuer	Y	For	For
Invitrogen
Corporation	IVGN	46185R100	10/28/2008	1.
Approve the issuance of Invitrogen common stock to Applied Biosystems
stockholders in the merger of Applied Biosystems Inc. (“ABI”) with and into
Atom Acquisition, LLC, as contemplated by the agreement and plan of merger,
as amended by amendment no. 1 thereto, by and among Invitrogen, Atom
Acquisition, LLC and ABI, as such agreement may be amended from time to time.	Issuer	Y	For	For
				2.
Approve an amendment to Invitrogen’s restated certificate of incorporation to
increase the number of authorized shares of Invitrogen common stock from
200,000,000 to 400,000,000 shares.	Issuer	Y	For	For
				3.
Approve any adjournments of the special meeting of Invitrogen stockholders,
if necessary, to solicit additional proxies in favor of any or all of the
foregoing proposals.	Issuer	Y	For	For

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| ScanSource, Inc. | SCSC | 806037107 | 12/4/2008 | 1.
Election of Directors | Issuer | Y | For | For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2.
Ratification of the appointment of Ernst & Young LLP as independent
auditors for the company for the fiscal year ending June 30, 2009. | Issuer | Y | For | For |
| Copart, Inc. | CPRT | 217204106 | 12/11/2008 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratify the appointment of Ernst & Young LLP as independent
registered public accounting firm for the company for the fiscal year ending July 31,
2009. | Issuer | Y | For | For |
| Maxim
Integrated Products, Inc. | MXIM | 57772K101 | 12/15/2008 | 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 fiscal year ending June 27,
2009. | Issuer | Y | For | For |
| | | | | 3.
Approve the adoption of the company’s 2008 employee stock purchase plan with
4,000,000 shares of common stock reserved for issuance thereunder. | Issuer | Y | For | For |
| Actuant
Corporation | ATU | 00508X203 | 1/9/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Approve the adoption of the company’s 2009 omnibus incentive plan. | Issuer | Y | For | For |
| Noble
Corporation | NE | G65422100 | 3/17/2009 | 1.
Approval of the merger, reorganization and consolidation transaction to be
effected by the schemes of arrangement, copies of which are attached to the
accompanying proxy statement as Annex B. | Issuer | Y | For | For |
| | | | | 2.
Approval of the motion to adjourn the meeting to a later date to solicit
additional proxies if there are insufficient votes at the time of the meeting
to approve the merger, reorganization and consolidation transaction. | Issuer | Y | For | For |
| CLARCOR
Inc. | CLC | 179895107 | 3/23/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Adoption of the 2009 CLARCOR incentive plan. | Issuer | Y | For | For |
| | | | | 3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the
company’s independent registered public accounting firm for the fiscal year
ending November 30, 2009. | Issuer | Y | For | For |
| IDEX
Corporation | IEX | 45167R104 | 4/7/2009 | 1.
Election of Directors | Issuer | Y | For | For |

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| Copart, Inc. | CPRT | 217204106 | 4/14/2009 | 2.
Ratify the appointment of Deloitte & Touche LLP as auditors of the
company for 2009. — 1.
Approve the grant of an option to acquire 2,000,000 shares of common stock to
each of Willis J. Johnson, the company’s chairman and chief executive
officer, and A. Jayson Adair, the company’s president, such grants to be made
in lieu of any cash salary or bonus compensation in excess of $1.00 per year
or grant of any additional equity incentives for a five-year period. | Issuer — Issuer | Y — Y | For — Against | For — Against |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Carnival
Corporation | CCL | 143658300 | 4/15/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
To re-appoint PricewaterhouseCoopers LLP as independent auditors for Carnival
plc. | 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 UK accounts and reports of the directors and auditors of
Carnival plc for the financial year ended November 30, 2008. | Issuer | Y | For | For |
| | | | | 5.
To approve the directors’ remuneration report of Carnival plc for the
financial year ended November 30, 2008. | Issuer | Y | For | For |
| | | | | 6.
To increase the amount of the authorized but unissued share capital of
Carnival plc. | Issuer | Y | For | For |
| | | | | 7.
To adopt the amended and restated articles of association of Carnival plc. | Issuer | Y | For | For |
| | | | | 8.
To approve certain amendments to the articles of association of Carnival plc,
to take effect from October 1, 2009. | Issuer | Y | For | For |
| | | | | 9.
To approve the giving of authority for the allotment of new shares by
Carnival plc. | Issuer | Y | For | For |
| | | | | 10.
To approve the disapplication of pre-emption rights in relation to the
allotment of new shares by 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 |
| Franklin
Electric Co., Inc. | FELE | 353514102 | 4/24/2009 | 1.
Election of Directors | Issuer | Y | For | For |

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| | | | | 2.
Approve the amendment and restatement of the Franklin Electric Co., Inc.
stock plan. — 3.
Ratify the appointment of Deloitte & Touche LLP as independent
registered public accounting firm for the 2009 fiscal year. | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Graco
Inc. | GGG | 384109104 | 4/24/2009 | 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 |
| Bio-Rad
Laboratories, Inc. | BIO | 090572207 | 4/28/2009 | 1.
Election of Directors 2.
Ratify the selection of Deloitte & Touche LLP to serve as the
company’s independent auditors. | Issuer Issuer | Y Y | For For | For For |
| Manpower
Inc. | MAN | 56418H100 | 4/28/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratification of the appointment of Roberto Mendoza to the board of directors. | Issuer | Y | For | For |
| | | | | 3.
Ratification of Deloitte & Touche LLP as independent auditors for
2009. | Issuer | Y | For | For |
| | | | | 4.
Approval of an amendment to the 2003 equity incentive plan of Manpower Inc. | Issuer | Y | For | For |
| | | | | 5.
Proposal regarding implementation of the MacBride Principles in Northern
Ireland. | Shareholder | Y | Against | For |
| Brown &
Brown, Inc. | BRO | 115236101 | 4/29/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratify the appointment of Deloitte & Touche LLP as the company’s
independent registered public accountants for the fiscal year ending December 31,
2009. | Issuer | Y | For | For |
| Life
Technologies Corp. | LIFE | 53217V109 | 4/30/2009 | 1.
Election of Directors 2.
Ratification of the appointment of Ernst & Young LLP as independent
auditors of the company for the fiscal year 2009. | Issuer Issuer | Y Y | For For | For For |
| | | | | 3.
Amendment of the Invitrogen Corporation 1998 employee stock purchase plan. | Issuer | Y | For | For |
| | | | | 4.
Adoption of the Life Technologies Corp. 1999 employee stock purchase plan. | Issuer | Y | For | For |

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| O’Reilly
Automotive, Inc. | ORLY | 686091109 | 5/5/2009 | 5.
Adoption of the company’s 2009 equity incentive plan. — 1.
Election of Directors 2.
Ratification of appointment of Ernst & Young LLP as independent
auditors. | Issuer — Issuer Issuer | Y — Y Y | For — For For | For — For For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 3.
Approval of the 2009 stock purchase plan. | Issuer | Y | For | For |
| | | | | 4.
Approval of the 2009 incentive plan. | Issuer | Y | For | For |
| Charles
River Laboratories International, Inc. | CRL | 159864107 | 5/7/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Approve an amendment to the company’s 2007 incentive plan to increase the
number of shares of common stock for issuance thereunder from 6,300,000 to
8,800,000. | Issuer | Y | For | For |
| | | | | 3.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s
independent registered public accountants for the fiscal year ending December 26,
2009. | Issuer | Y | For | For |
| Heartland
Express, Inc. | HTLD | 422347104 | 5/7/2009 | 1.
Election of Directors 2.
Ratify the appointment of KPMG LLP as the registered public accounting firm
of the corporation. | Issuer Issuer | Y Y | For For | For For |
| Lincare
Holdings Inc. | LNCR | 532791100 | 5/11/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Approval of the company’s 2009 employee stock purchase plan. | Issuer | Y | For | For |
| | | | | 3.
Ratify the appointment of KPMG LLP as the company’s independent registered
public accounting firm for the fiscal year ending December 31, 2009. | Issuer | Y | For | For |
| HNI
Corporation | HNI | 404251100 | 5/12/2009 | 1A.
Election of Director: Stan A. Askren | Issuer | Y | For | For |
| | | | | 1B.
Election of Director: Gary M. Christensen | Issuer | Y | For | For |
| | | | | 1C.
Election of Director: Joseph E. Scalzo | Issuer | Y | For | For |
| | | | | 1D.
Election of Director: Ronald V. Waters III | Issuer | Y | For | For |
| | | | | 2.
Approval of an amendment to the HNI Corporation 2002 members’ stock purchase
plan to increase the number of authorized shares available for issuance under
the plan. | Issuer | Y | For | For |

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| Helix
Energy Solutions Group, Inc. | HLX | 42330P107 | 5/13/2009 | 3.
Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the
corporation’s independent registered public accountant for 2009. — 1.
Election of Directors | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| FMC
Technologies, Inc. | FTI | 30249U101 | 5/15/2009 | 1.
Election of Directors 2.
Approve the amendment of the amended and restated certificate of
incorporation. | Issuer Issuer | Y Y | For For | For For |
| Knight
Transportation, Inc. | KNX | 499064103 | 5/21/2009 | 1.
Election of Directors 2.
Approve and ratify the Knight Transportation, Inc. employee stock
purchase plan. | Issuer Issuer | Y Y | For For | For For |
| | | | | 3.
Approve and ratify an amendment and restatement of 2003 stock option plan
(“2003 stock option plan”). (I) renames plan the Knight Transportation, Inc.
amended and restated 2003 stock option and equity compensation plan, (II) provides
additional terms and administrative procedures applicable to restricted stock
grants, and (III) authorizes the issuance of stock appreciation rights. | Issuer | Y | For | For |
| | | | | 4.
Approve and ratify a one-time stock option exchange program for employees,
along with an accompanying amendment to the 2003 stock option plan to permit
such exchange. | Issuer | Y | Against | Against |
| | | | | 5.
Ratify the appointment of Deloitte & Touche LLP as the company’s
independent registered public accounting firm for fiscal 2009. | Issuer | Y | For | For |
| Zebra
Technologies Corporation | ZBRA | 989207105 | 5/21/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratify Ernst & Young LLP as independent auditors. | Issuer | Y | For | For |
| Noble
Corporation | NE | H5833N103 | 5/28/2009 | 1.
Approval of the payment of a dividend through a reduction of the par value of
the shares in an amount equal to Swiss francs 0.25. | Issuer | Y | For | For |
| | | | | 2.
Election of Directors | Issuer | Y | For | For |

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| | | | | 3.
Approval of the appointment of PricewaterhouseCoopers LLP as the company’s
independent registered public accounting firm for 2009. — 4.
Approval of an amendment of article 21 paragraph 1(d) of the articles of
association in order to limit the changes to authorized and conditional
capital that require approval of at least two-thirds of the shares
represented at a general meeting to an increase in the amount of the
authorized or conditional share capital. | Issuer — Issuer | Y — Y | For — For | For — For |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| WABCO
Holdings Inc. | WBC | 92927K102 | 5/28/2009 | 1.
Election of Directors 2.
Ratify the selection of Ernst & Young Bedrijfsrevisoren
BCVBA/Reviseurs D’Enterprises SCCRL as the company’s independent registered
public accounting firm for the year ending December 31, 2009. | Issuer Issuer | Y Y | For For | For For |
| | | | | 3.
Approve the 2009 omnibus incentive plan. | Issuer | Y | For | For |
| VCA
Antech, Inc. | WOOF | 918194101 | 6/1/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratification of the appointment of KPMG LLP as the company’s independent
registered public accounting firm for the fiscal year ending December 31,
2009. | Issuer | Y | For | For |
| Signet
Jewelers Ltd. | SIG | G81276100 | 6/16/2009 | 1.
Re-elect Marianne Parrs as a director | Issuer | Y | For | For |
| | | | | 2.
Re-elect Thomas Plaskett as a director | Issuer | Y | For | For |
| | | | | 3.
Appoint KPMG Audit plc as auditor of the company and to authorize the directors
to determine its remuneration. | Issuer | Y | For | For |
| | | | | 4.
Approve the implementation and establishment of the company’s omnibus
incentive plan for the directors and employees of the company. | Issuer | Y | For | For |
| CarMax, Inc. | KMX | 143130102 | 6/23/2009 | 1.
Election of Directors | Issuer | Y | For | For |
| | | | | 2.
Ratify the selection of KPMG LLP as the company’s independent registered
public accounting firm. | Issuer | Y | For | For |
| | | | | 3.
Approve an amendment to the Carmax, Inc. amended and restated 2002 stock
incentive plan. | Issuer | Y | For | For |
| | | | | 4.
Approve an amendment to the CarMax, Inc. amended and restated 2002
employee stock purchase plan. | 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	8/31/09

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

3

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