Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SOURCE CAPITAL /DE/ Regulatory Filings 2012

Aug 31, 2012

33116_rns_2012-08-31_2c74cbcf-830a-4ca8-aede-1f39331f9126.zip

Regulatory Filings

Open in viewer

Opens in your device viewer

N-PX 1 a12-16057_2npx.htm N-PX

OMB APPROVAL
UNITED STATES OMB Number: 3235-0582
SECURITIES AND EXCHANGE COMMISSION Expires: January 31, 2015
Washington, D.C. 20549 Estimated average burden hours per response......7.2

*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: 7/1/11 to 6/30/12

SEQ.=1,FOLIO='',FILE='C:\JMS\105577\12-16057-2\task5522998\16057-2-be.htm',USER='105577',CD='Aug 25 00:02 2012'

*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

SEQ.=1,FOLIO='2',FILE='C:\JMS\105577\12-16057-1\task5522969\16057-1-bg.htm',USER='105577',CD='Aug 24 23:49 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

Source Capital, Inc. Proxy Voting

Issuer Ticker CUSIP Mtg Date Matter Issr or Shdr Proposal Voted Y/N How Voted For or Against Mgmt
Actuant Corporation ATU 00508X203 1/10/2012 1. Election of Directors Issuer Y For For
2. Ratification of PricewaterhouseCoopers LLP as the company’s independent auditor Issuer Y For For
3. Advisory vote on compensation of the company’s named executive officers Issuer Y For For
4. Advisory vote on the frequency of the advisory vote on compensation of the company’s named executive officers Issuer Y 1 Yr. For
Aggreko plc G0116S102 7/5/2011 1. Approval of sub-division of existing ordinary shares, consolidated and division of intermediate ordinary shares, adoption of new articles and the purchase by the company of B shares (each as defined in the ciruclar to shareholders dated May 10, 2011 Issuer Y For For
Aggreko plc G0116S102 4/25/2012 1. Receipt of report and accounts Issuer Y For For
2. Approval of remuneration report Issuer Y For For
3. Declaration of dividend Issuer Y For For
4. Re-Election of R. C. Soames Issuer Y For For
5. Re-Election of A. G. Cockburn Issuer Y For For
6. Re-Election of G. P. Walker Issuer Y For For
7. Re-Election of W. F. Kaplan Issuer Y For For
8. Re-Election of K. Pandya Issuer Y For For
9. Re-Election of D. C. M. Hamill Issuer Y For For
10. Re-Election of R. J. MacLeod Issuer Y For For
11. Re-Election of R. J. King Issuer Y For For
12. Re-Election of K. G. Hanna Issuer Y For For
13. Re-Appointment of independent auditor Issuer Y For For
14. Authorize the audit committee to determine the remuneration of the company’s auditor Issuer Y For For
15. Authority to allot shares Issuer Y For For
16. Directors’ fees Issuer Y Against Against
17. Disapplication of pre-emption rights Issuer Y For For
18. Purchase of own shares Issuer Y For For
19. General meetings on 14 clear days’ notice Issuer Y For For
20. Purchase of B shares Issuer Y For For
Biomerieux F1149Y109 5/30/2012 1. Approval of the corporate financial statements for the financial year ended December 31, 2011 Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-01.htm',USER='105342',CD='Aug 25 11:30 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

2. Approval of the consolidated financial statements for the financial year ended December 31, 2011 — 3. Allocation of income for the financial year ended December 31, 2011 Issuer — Issuer Y — Y For — For For — For
4. Approval of the regulated agreements concluded by the company with Fondation Merieux and referred to in the special report of the statutory auditors Issuer Y For For
5. Acknowledgement of the continuation of regulated agreements concluded by the board of directors referred to in the special report of the statutory auditors Issuer Y For For
6. Appointment of Marie-Helene Habert as board member Issuer Y For For
7. Appointment of Harold Boel as board member Issuer Y For For
8. Termination of term of the company Deloitte et Associes as co-principal statutory auditor - appointment of the company Ernst & Young et Autres-SAS as co-principal statutory auditor Issuer Y For For
9. Termination of term of the company BEAS as co-principal statutory auditor - appointment of the company Auditex-SAS as co-deputy statutory auditor Issuer Y For For
10. Authorization granted to the board of directors to allow the company to purchase its own shares Issuer Y For For
11. Authorization granted to the board of directors to reduce share capital by cancellation of shares Issuer Y For For
12. Authorization to be granted to the board of directors to implement the delegations during period of public offering Issuer Y For For
13. Powers to carry out all legal formalities Issuer Y For For
Bio-Rad Laboratories, Inc. BIO 090572207 4/24/2012 1. Election of Directors Issuer Y For For
2. Ratify the selection of Ernst & Young LLP to serve as the company’s independent auditors. Issuer Y For For
3. Approve the material terms of the performance criteria in the company’s 2007 incentive award plan Issuer Y For For
CarMax, Inc. KMX 143130102 6/25/2012 1A. Election of Director: Jeffrey E. Garten Issuer Y For For
1B. Election of Director: Vivian M. Stephenson Issuer Y For For
1C. Election of Director: Beth A. Stewart Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-03.htm',USER='105342',CD='Aug 25 11:34 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

1D. Election of Director: William R. Tiefel — 2. Ratification of the selection of KPMG LLP as independent registered public accounting firm Issuer — Issuer Y — Y For — For For — For
3. Approve, in an advisory (non-binding) vote, the compensation of the company’s named executive officers Issuer Y For For
4. Approve the company’s 2002 stock incentive plan, as amended and restated Issuer Y For For
5. Approve the company’s annual performance-based bonus plan, as amended and restated Issuer Y For For
6. Approve, in an advisory (non-binding) vote, a proposal to declassify the board of directors Shareholder Y Against For
Carnival Corporation CCL 143658300 4/11/2012 1. Re-Elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
2. Re-Elect Sir Jonathon Band as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
3. Re-Elect Robert H. Dickinson as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
4. Re-Elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
5. Re-Elect Pier Luigi Foschi as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
6. Re-Elect Howard S. Frank as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
7. Re-Elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
8. Elect Debra Kelly-Ennis as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
9. Re-Elect Modesto A. Maidique as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
10. Re-Elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
11. Re-Elect Peter G. Ratcliffe as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
12. Re-Elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-05.htm',USER='105342',CD='Aug 25 11:36 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

13. Re-Elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
14. Re-Elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc Issuer Y For For
15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the US firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation Issuer Y For For
16. To authorize the audit committee of Carnival plc to agree to the remuneration of the independent auditors of Carnival plc Issuer Y For For
17. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies) Issuer Y For For
18. To approve the fiscal 2011 compensation of the named executive officers of Carnival Corporation and Carnival plc (in accordance with legal requirements applicable to US companies) Issuer Y For For
19. To approve the Carnival plc directors’ remuneration report for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies) Issuer Y For For
20. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies) Issuer Y For For
21. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies) Issuer Y For For
22. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs) Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-07.htm',USER='105342',CD='Aug 25 11:37 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

CLARCOR Inc. CLC 179895107 3/27/2012 23. To consider a shareholder proposal — 1. Election of Directors Shareholder — Issuer Y — Y Against — For For — For
2. Say-on-pay - an advisory non-binding vote on the approval of executive compensation 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 December 1, 2012 Issuer Y For For
Copart, Inc. CPRT 217204106 12/14/2011 1. Election of Directors Issuer Y For For
2. Approve a change in the company’s state of incorporation from California to Delaware Issuer Y For For
3. Advisory vote on executive compensation (say on pay vote) Issuer Y For For
4. Advisory vote on the approval of the frequency of shareholder votes on executive compensation (say when on pay) Issuer Y 1 Yr. For
5. Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending July 31, 2012 Issuer Y For For
Dolby Laboratories, Inc. DLB 25659T107 2/7/2012 1. Election of Directors Issuer Y For For
2. Approve the stock option exchange program Issuer Y Against Against
3. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending September 28, 2012 Issuer Y For For
EVS Broadcast Equipment SA B3883A119 5/15/2012 2. Approve remuneration report Issuer Y For For
4. Approve financial statements, allocation of income, and dividends of EUR 2.36 per share Issuer Y For For
5. Approve discharge of directors Issuer Y For For
6. Approve discharge of auditors Issuer Y For For
7. Approve resignation of J. P. Pironnet as director Issuer Y For For
8.1 Re-Elect F. Chombar as independent director Issuer Y For For
8.2 Elect Y. Trouveroy as independent director Issuer Y For For
FMC Technologies, Inc. FTI 30249U101 5/2/2012 1A. Election of Director: Mike R. Bowlin Issuer Y For For
1B. Election of Director: Philip J. Burguieres Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-09.htm',USER='105342',CD='Aug 25 11:38 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

1C. Election of Director: Edward J. Mooney — 1D. Election of Director: James M. Ringler Issuer — Issuer Y — Y For — For For — For
2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2012 Issuer Y For For
3. Advisory approval of executive compensation Issuer Y For For
4. Amend the amended and restated certificate of incorporation to provide for the annual election of all directors Issuer Y For For
Franklin Electric Co., Inc. FELE 353514102 5/4/2012 1. Election of Directors Issuer Y For For
2. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2012 fiscal year Issuer Y For For
3. To approve, on an advisory basis, the executive compensation of the company’s named executive officers as disclosed in the proxy statement Issuer Y For For
4. To approve the company’s 2012 stock plan Issuer Y For For
Graco Inc. GGG 384109104 4/20/2012 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, on an advisory basis, of the compensation paid to the named executive officers as disclosed in the proxy statement Issuer Y For For
4. Increase in authorized shares for the employee stock purchase plan Issuer Y For For
5. Incentive bonus plan Issuer Y For For
6. Shareholder proposal to adopt majority voting for the election of directors Shareholder Y For Against
Halma plc G42504103 7/28/2011 1. To receive the directors’ reports and the accounts for the period of 52 weeks to April 2, 2011 and the auditors’ report on the accounts Issuer Y For For
2. To declare a dividend on the ordinary shares Issuer Y For For
3. To approve the remuneration report as set out on pages 58 to 66 of the report and accounts for the 52 weeks to April 2, 2011 Issuer Y For For
4. To re-elect Geoff Unwin as a director of the company Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-11.htm',USER='105342',CD='Aug 25 12:39 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

5. To re-elect Andrew Williams as a director of the company — 6. To re-elect Kevin Thompson as a director of the company Issuer — Issuer Y — Y For — For For — For
7. To re-elect Neil Quinn as a director of the company Issuer Y For For
8. To re-elect Stephen Pettit as a director of the company Issuer Y For For
9. To re-elect Jane Aikman as a director of the company Issuer Y For For
10. To re-elect Adam Meyers as a director of the company Issuer Y For For
11. To re-elect Lord Blackwell as a director of the company Issuer Y For For
12. To re-elect Steven Marshall as a director of the company Issuer Y For For
13. To re-appoint Deloitte LLP as auditors Issuer Y For For
14. To authorize the directors to determine the remuneration of the auditors Issuer Y For For
15. Authority to allot shares Issuer Y For For
16. Disapplication of pre-emption rights Issuer Y For For
17. Authority to purchase own shares Issuer Y For For
18. That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice Issuer Y For For
Heartland Express, Inc. HTLD 422347104 7/11/2011 1. Approve the adoption of the company’s 2011 restricted stock award plan Issuer Y For For
Heartland Express, Inc. HTLD 422347104 5/10/2012 1. Election of Directors Issuer Y For For
2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the corporation for 2012 Issuer Y For For
HNI Corporation HNI 404251100 5/8/2012 1A. Election of Director: Stan A. Askren Issuer Y For For
1B. Election of Director: Ronald V. Waters III Issuer Y For For
2. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for fiscal 2012 Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-13.htm',USER='105342',CD='Aug 25 12:40 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

IDEX Corporation IEX 45167R104 4/10/2012 3. Advisory (non-binding) vote to approve named executive officer compensation — 1. Election of Directors Issuer — Issuer Y — Y For — For For — For
2. To vote on a non-binding resolution to approve the compensation of the company’s named executive officers Issuer Y For For
3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2012 Issuer Y For For
Knight Transportation, Inc. KNX 499064103 5/17/2012 1. Election of Directors Issuer Y For For
2. Approval of the company’s 2012 equity compensation plan Issuer Y For For
3. Advisory vote to approve executive compensation Issuer Y For For
4. Ratification of the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year 2012 Issuer Y For For
Life Technologies Corporation LIFE 53217V109 4/26/2012 1.1 Election of Director: Donald W. Grimm Issuer Y For For
1.2 Election of Director: Ora H. Pescovitz, M.D. Issuer Y For For
1.3 Election of Director: Per A. Peterson, PhD Issuer Y For For
2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending December 31, 2012 Issuer Y For For
3. Approval of a non-binding advisory resolution regarding the compensation of the company’s named executive officers for the fiscal year ended December 31, 2011 Issuer Y For For
Lincare Holdings Inc. LNCR 532791100 5/7/2012 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, 2012 Issuer Y For For
3. Approve an advisory resolution regarding executive compensation Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-15.htm',USER='105342',CD='Aug 25 12:41 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

L’Occitane International SA Issuer Y For For
2. To declare a final dividend for the year ended March 31, 2011 Issuer Y For For
3.i. Re-Elect Thomas Levilion as a retiring director of the company for a term of 3 years Issuer Y For For
3.ii. Re-Elect Pierre Maurice Georges Milet as a retiring director of the company for a term of 3 years Issuer Y For For
3.iii. Re-Elect Charles Mark Broadley as a retiring director of the company for a term of 3 years Issuer Y For For
3.iv. Re-Elect Susan Saltzbart Kilsby as a retiring director of the company for a term of 3 years Issuer Y For For
3.v. Re-Elect Jackson Chik Sum Ng as a retiring director of the company for a term of 3 years Issuer Y For For
4. To elect Domenico Trizio as a new executive director of the company for a term of 3 years Issuer Y For For
5.A To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the company Issuer Y For For
5.B To give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the company Issuer Y For For
5.C To extend the authority given to the directors pursuant to ordinary resolution no. 5.A to issue shares by adding to the issued share capital of the company the number of shares repurchased under ordinary resolution no. 5.B Issuer Y For For
6. To authorize the board of directors to fix the remuneration of the directors Issuer Y For For
7. To re-appoint PricewaterhouseCoopers as auditors of the company and authorize the board of directors to fix their remuneration Issuer Y For For
8. To grant discharge for the directors for the exercise of their mandate during the financial year ended March 31, 2011 Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-17.htm',USER='105342',CD='Aug 25 12:42 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

L’Occitane International SA L6071D109 9/30/2011 9. To grant discharge for the auditors for the exercise of their mandate during the financial year ended March 31, 2011 — 1. To approve the proposed amendments to the articles of association of the company as detailed in the circular of the company dated August 25, 2011 Issuer — Issuer Y — Y For — For For — For
ManpowerGroup Inc. MAN 56418H100 5/2/2012 1.1 Election of Director: Jeffrey A. Joerres Issuer Y For For
1.2 Election of Director: John R. Walter Issuer Y For For
1.3 Election of Director: Marc J. Bolland Issuer Y For For
1.4 Election of Director: Ulice Payne, Jr. Issuer Y For For
2. Approval of a proposed amendment to the amended and restated articles of incorporation of Manpower Inc. to change the name to ManpowerGroup Inc. Issuer Y For For
3. Ratification of Deloitte & Touche LLP as independent auditors for 2012 Issuer Y For For
4. Advisory vote to approve the compensation of the company’s named executive officers Issuer Y For For
Maxim Integrated Products, Inc. MXIM 57772K101 11/16/2011 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 30, 2012 Issuer Y For For
3. Ratify and approve an amendment to the company’s 2008 employee stock purchase plan to increase the number of shares available for issuance thereunder by 2,000,000 shares Issuer Y For For
4. Ratify and approve an amendment to the company’s amended and restated 1996 stock incentive plan to increase the number of shares available for issuance thereunder by 7,000,000 share Issuer Y For For
5. Approve the compensation of the company’s named executive officers pursuant to an advisory vote thereon Issuer Y For For
6. Advisory vote on the frequency of future advisory votes on the compensation of the company’s named executive officers Issuer Y 1 Yr. For
Microchip Technology Incorporated MCHP 595017104 8/19/2011 1. Election of Directors Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-19.htm',USER='105342',CD='Aug 25 12:43 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

2. Amend and restate the company’s executive management incentive compensation plan to revise the definition of “performance goals” for purposes of section 162(m) of the Internal Revenue Code — 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, 2012 Issuer — Issuer Y — Y For — For For — For
4. Approve an advisory vote on the compensation of the company’s named executives Issuer Y For For
5. Proposal regarding the frequency of holding an advisory vote on the compensation of the company’s named executives Issuer Y 3 Yrs. For
Noble Corporation NE H5833N103 4/27/2012 1. Approval of reduction of the maximum number of members of the board of directors Issuer Y For For
2. Election of Directors Issuer Y For For
3. Approval of the 2011 annual report, the consolidated financial statements of the company for fiscal year 2011 and the statutory financial statements of the company for fiscal year 2011 Issuer Y For For
4. Approval of dividend payment funded from capital contribution reserve in the amount of USD $0.52 per share Issuer Y For For
5. Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2012 and the election of PricewaterhouseCoopers AG as statutory auditor for a one-year ter Issuer Y For For
6. Approval of the discharge of the members of the board of directors and the executive officers of the company under Swiss law for fiscal year 2011 Issuer Y For For
7. Approval, on an advisory basis, of the compensation of the company’s named executive officers Issuer Y For For
8. Approval of the amendment and restatement of the company’s 1991 stock option and restricted stock plan Issuer Y For For
O’Reilly Automotive, Inc. ORLY 67103H107 5/8/2012 1A. Election of Director: Charles H. O’Reilly, Jr. Issuer Y For For
1B. Election of Director: John Murphy Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-21.htm',USER='105342',CD='Aug 25 12:47 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

1C. Election of Director: Ronald Rashkow — 2. Advisory vote on approval of compensation of executives Issuer — Issuer Y — Y For — For For — For
3. Approval of the 2012 incentive award plan Issuer Y For For
4. Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2012 Issuer Y For For
Rotork plc G76717126 4/20/2012 1. To receive and adopt the directors report and accounts and the auditors report thereon for 2011 Issuer Y For For
2. To declare a final dividend Issuer Y For For
3. To re-elect I. G. King as a director Issuer Y For For
4. To re-elect P. I. France as a director Issuer Y For For
5. To re-elect J. M. Davis as a director Issuer Y For For
6. To re-elect R. H. Amold as a director Issuer Y For For
7. To re-elect G. M. Ogden as a director Issuer Y For For
8. To re-elect J. E. Nicholas as a director Issuer Y For For
9. To re-elect R. C. Lockwood as a director Issuer Y For For
10. To re-elect G. Bullard as a director Issuer Y For For
11. To re-appoint KPMG Audit plc as auditors of the company Issuer Y For For
12. To authorize the directors to fix the remuneration of the auditors Issuer Y For For
13. To approve the directors remuneration report Issuer Y For For
14. To authorize the directors to allot shares Issuer Y For For
15. To empower the directors to allot shares for cash without first offering them to existing shareholders Issuer Y For For
16. To authorize the company to purchase ordinary shares Issuer Y For For
17. To authorize the company to preference shares Issuer Y For For
18. To fix the notice period for general meetings Issuer Y For For
19. To authorize the extension of the company’s share incentive plan Issuer Y For For
ScanSource, Inc. SCSC 806037107 12/1/2011 1. Election of Directors Issuer Y For For
2. Advisory vote on the compensation of the company’s named executive officers (as defined in the proxy statement) Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-23.htm',USER='105342',CD='Aug 25 12:48 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

3. Advisory vote on the frequency of future advisory votes on the compensation of the company’s named executive officers — 4 Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2012 Issuer — Issuer Y — Y 3 Yrs. — For For — For
Signet Jewelers Limited SIG G81276100 6/15/2012 1A. Election of Director: H. Todd Stitzer Issuer Y For For
1B. Election of Director: Robert Blanchard Issuer Y For For
1C. Election of Director: Dale Hilpert Issuer Y For For
1D. Election of Director: Marianne Parrs Issuer Y For For
1E. Election of Director: Thomas Plaskett Issuer Y For For
1F. Election of Director: Russell Walls Issuer Y For For
1G. Election of Director: Michael Barnes Issuer Y For For
2. Appoint KPMG LLP as independent auditor of the company, to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the company and to authorize the audit committee to determine its compensation Issuer Y For For
3. Approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement (the “say-on-pay” vote) Issuer Y For For
Sonova Holdings AG H8024W106 6/19/2012 1.1 Approval of the annual report, of the financial statements of the company and of the consolidated financial statements for 2011/12; acknowledgement of the auditors’ report Issuer Y For For
1.2 Advisory vote on the compensation report 2011/12 Issuer Y For For
2.1 Appropriation of retained earnings Issuer Y For For
2.2 Allocation to free reserves and determination of payout from capital contribution reserves Issuer Y For For
3. Discharge of the members of the board of directors and of the management board Issuer Y For For
4.1 Amendment to Article 6: cancellation of non-cash contributions Issuer Y For For
4.2 Amendment to Article 16: new term of office Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-25.htm',USER='105342',CD='Aug 25 12:49 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

5.1.1 Re-Election of Anssi Vanjoki as director Issuer Y For For
5.1.2 Re-Election of Ronald van der Vis as director Issuer Y For For
5.1.3 Re-Election of Dr. Michael Jacobi as director Issuer Y For For
5.1.4 Re-Election of Andy Rihs as director Issuer Y For For
5.1.5 Re-Election of Robert F. Spoerry as director Issuer Y For For
5.2 Election of Dr. Beat Hess as director Issuer Y For For
5.3 Re-Election auditors: PricewaterhouseCoopers AG, Zurich Issuer Y For For
6. Ad hoc Issuer Y Abstain For
Spirax-Sarco Engineering plc G83561103 5/15/2012 1. To receive the directors’ report and accounts Issuer Y For For
2. To approve the directors’ remuneration report Issuer Y For For
3. To declare a final dividend Issuer Y For For
4. To re-elect W. H. Whiteley as a director Issuer Y For For
5. To re-elect M. E. Vernon as a director Issuer Y For For
6. To re-elect N. J. Anderson as a director Issuer Y For For
7. To re-elect N. H. Daws as a director Issuer Y For For
8. To re-elect D. J. Meredith as a director Issuer Y For For
9. To re-elect J. L. Whalen as a director Issuer Y For For
10. To re-elect G. Bullock as a director Issuer Y For For
11. To re-elect K. Rajagopal as a director Issuer Y For For
12. To re-elect C. G. Watson as a director Issuer Y For For
13. To re-appoint KPMG Audit plc as auditor of the company and to authorize the directors to determine their remuneration Issuer Y For For
14. To authorize the directors to allot shares Issuer Y For For
15. To disapply statutory pre-emption rights Issuer Y For For
16. To authorize the directors’ to approve the issue of shares in lieu of cash dividends in respect of the period up to and including the date of the annual general meeting to be held in 2017 or, if earlier, May 14, 2017 Issuer Y For For
17. To authorize the company to purchase its own shares Issuer Y For For
18. To authorize the increase of the maximum aggregate remuneration which may be paid to the non-executive directors collectively from GBP 400,000 to GBP 750,000 per annum Issuer Y Against Against

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-27.htm',USER='105342',CD='Aug 25 12:50 2012'

COMMAND=ROTATED_TABLE WIDTH="150%"

Varian Medical Systems, Inc. VAR 92220P105 2/9/2012 19. To authorize the company to call general meetings, other than annual general meetings on not less than 14 clear days’ notice — 1. Election of Directors Issuer — Issuer Y — Y For — For For — For
2. Approve the compensation of the company’s named executive officers as described in the proxy statement Issuer Y For For
3. Approve the amendment and restatement of the company’s 2005 omnibus stock plan Issuer Y For For
4. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2012 Issuer Y For For
VCA Antech, Inc. WOOF 918194101 5/21/2012 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, 2012 Issuer Y For For
3. Advisory vote to approve the compensation of the company’s named executive officers Issuer Y Against Against
WABCO Holdings Inc. WBC 92927K102 5/25/2012 1. Election of Directors Issuer Y For For
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, 2012 Issuer Y For For
3. Advisory vote to approve the compensation paid to the company’s named executive officers (“say-on-pay”) Issuer Y Against Against
Zebra Technologies Corporation ZBRA 989207105 5/15/2012 1. Election of Directors Issuer Y For For
2. Approve, by non-binding vote, compensation of named executive officers Issuer Y For For
3. Ratify Ernst & Young LLP as independent auditors Issuer Y For For

SEQ.=1,FOLIO='',FILE='C:\JMS\105342\12-16057-2\task5523903\16057-2-bi-29.htm',USER='105342',CD='Aug 25 12:51 2012'

*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 8/31/12
  • Print the name and title of each signing officer under his or her signature.

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105577\12-16057-2\task5522998\16057-2-jc.htm',USER='105577',CD='Aug 25 00:02 2012'