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SOURCE CAPITAL /DE/ — Regulatory Filings 2019
Aug 8, 2019
33116_rns_2019-08-08_4e4b42cd-89c0-4a5c-a659-8910710625c6.zip
Regulatory Filings
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N-PX 1 a19-12837_2npx.htm N-PX
*UNITED STATES*
*SECURITIES AND EXCHANGE COMMISSION*
*Washington, D.C. 20549*
*FORM N-PX*
*ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY*
*Investment Company Act file number 811-01731*
*Source Capital, Inc.*
(Exact name of registrant as specified in charter)
*11601 Wilshire Blvd.,*
*Ste. 1200, Los Angeles, CA 90025*
(Address of principal executive offices) (Zip code)
*J. Richard Atwood, President*
*Source Capital, Inc.*
*11601 Wilshire Blvd., Ste. 1200,*
*Los Angeles, CA 90025*
(Name and address of agent for service)
Registrants telephone number, including area code: 310-473-0225
Date of fiscal year end: 12/31
Date of reporting period: 7/1/18 to 6/30/19
SEQ.=1,FOLIO='',FILE='C:\JMS\105546\19-12837-2\task9448479\12837-2-be.htm',USER='105546',CD='Aug 3 15:35 2019'
*Item 1. Proxy Voting Record.*
SEQ.=1,FOLIO='',FILE='C:\JMS\105546\19-12837-2\task9448479\12837-2-bg.htm',USER='105546',CD='Aug 3 15:35 2019'
**** FORM N-Px REPORT ****
ICA File Number: 811-01731
Reporting Period: 07/01/2018 - 06/30/2019
SOURCE CAPITAL, INC.
============================= Source Capital, Inc. =============================
ALCOA CORP.
Ticker: AA Security ID: 013872106
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael G. Morris For For Management
1.2 Elect Director Mary Anne Citrino For For Management
1.3 Elect Director Timothy P. Flynn For For Management
1.4 Elect Director Kathryn S. Fuller For For Management
1.5 Elect Director Roy C. Harvey For For Management
1.6 Elect Director James A. Hughes For For Management
1.7 Elect Director James E. Nevels For For Management
1.8 Elect Director James W. Owens For For Management
1.9 Elect Director Carol L. Roberts For For Management
1.10 Elect Director Suzanne Sitherwood For For Management
1.11 Elect Director Steven W. Williams For For Management
1.12 Elect Director Ernesto Zedillo For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent Against Against Shareholder
ALLY FINANCIAL, INC.
Ticker: ALLY Security ID: 02005N100
Meeting Date: MAY 07, 2019 Meeting Type: Annual
Record Date: MAR 12, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Franklin W. Hobbs For For Management
1.2 Elect Director Kenneth J. Bacon For For Management
1.3 Elect Director Katryn "Trynka" For For Management
Shineman Blake
1.4 Elect Director Maureen A. For For Management
Breakiron-Evans
1.5 Elect Director William H. Cary For For Management
1.6 Elect Director Mayree C. Clark For For Management
1.7 Elect Director Kim S. Fennebresque For For Management
1.8 Elect Director Marjorie Magner For For Management
1.9 Elect Director Brian H. Sharples For For Management
1.10 Elect Director John J. Stack For For Management
1.11 Elect Director Michael F. Steib For For Management
1.12 Elect Director Jeffrey J. Brown For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditor For For Management
ALPHABET INC.
Ticker: GOOGL Security ID: 02079K305
Meeting Date: JUN 19, 2019 Meeting Type: Annual
Record Date: APR 22, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director John L. Hennessy For For Management
1.4 Elect Director L. John Doerr For For Management
1.5 Elect Director Roger W. Ferguson, Jr. For For Management
1.6 Elect Director Ann Mather For For Management
1.7 Elect Director Alan R. Mulally For For Management
1.8 Elect Director Sundar Pichai For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Robin L. Washington For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Adopt a Policy Prohibiting Inequitable Against For Shareholder
Employment Practices
6 Establish Societal Risk Oversight Against For Shareholder
Committee
7 Report on Sexual Harassment Policies Against For Shareholder
8 Require a Majority Vote for the Against For Shareholder
Election of Directors
9 Report on Gender Pay Gap Against For Shareholder
10 Employ Advisors to Explore Against For Shareholder
Alternatives to Maximize Value
11 Approve Nomination of Employee Against For Shareholder
Representative Director
12 Adopt Simple Majority Vote Against For Shareholder
13 Assess Feasibility of Including Against For Shareholder
Sustainability as a Performance
Measure for Senior Executive
Compensation
14 Report on Human Rights Risk Assessment Against For Shareholder
15 Adopt Compensation Clawback Policy Against For Shareholder
16 Report on Policies and Risks Related Against For Shareholder
to Content Governance
ALTABA INC.
Ticker: AABA Security ID: 021346101
Meeting Date: JUN 27, 2019 Meeting Type: Special
Record Date: MAY 16, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Approve Plan of Liquidation For For Management
2 Adjourn Meeting For For Management
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874784
Meeting Date: MAY 21, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director W. Don Cornwell For For Management
1b Elect Director Brian Duperreault For For Management
1c Elect Director John H. Fitzpatrick For For Management
1d Elect Director William G. Jurgensen For For Management
1e Elect Director Christopher S. Lynch For For Management
1f Elect Director Henry S. Miller For For Management
1g Elect Director Linda A. Mills For For Management
1h Elect Director Thomas F. Motamed For For Management
1i Elect Director Suzanne Nora Johnson For For Management
1j Elect Director Peter R. Porrino For For Management
1k Elect Director Amy L. Schioldager For For Management
1l Elect Director Douglas M. Steenland For For Management
1m Elect Director Therese M. Vaughan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
5 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
ANALOG DEVICES, INC.
Ticker: ADI Security ID: 032654105
Meeting Date: MAR 13, 2019 Meeting Type: Annual
Record Date: JAN 07, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ray Stata For For Management
1b Elect Director Vincent Roche For For Management
1c Elect Director James A. Champy For For Management
1d Elect Director Anantha P. Chandrakasan For For Management
1e Elect Director Bruce R. Evans For For Management
1f Elect Director Edward H. Frank For For Management
1g Elect Director Karen M. Golz For For Management
1h Elect Director Mark M. Little For For Management
1i Elect Director Neil Novich For For Management
1j Elect Director Kenton J. Sicchitano For For Management
1k Elect Director Lisa T. Su For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Prepare Employment Diversity Report Against Against Shareholder
and Report on Diversity Policies
AON PLC
Ticker: AON Security ID: G0408V102
Meeting Date: JUN 21, 2019 Meeting Type: Annual
Record Date: APR 23, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jin-Yong Cai For For Management
1.2 Elect Director Jeffrey C. Campbell For For Management
1.3 Elect Director Gregory C. Case For For Management
1.4 Elect Director Fulvio Conti For For Management
1.5 Elect Director Cheryl A. Francis For For Management
1.6 Elect Director Lester B. Knight For For Management
1.7 Elect Director J. Michael Losh For For Management
1.8 Elect Director Richard B. Myers For For Management
1.9 Elect Director Richard C. Notebaert For For Management
1.10 Elect Director Gloria Santona For For Management
1.11 Elect Director Carolyn Y. Woo For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote to Ratify Directors' For For Management
Remuneration Report
4 Accept Financial Statements and For For Management
Statutory Reports
5 Ratify Ernst & Young LLP as Auditors For For Management
6 Ratify Ernst & Young LLP as Aon's U.K. For For Management
Statutory Auditor
7 Authorize Board to Fix Remuneration of For For Management
Auditors
8 Amend Omnibus Stock Plan For For Management
9 Approve Reduction of Capital For For Management
10 Adopt New Articles of Association For For Management
11 Authorize Shares for Market Purchase For For Management
12 Authorize Issue of Equity For For Management
13 Issue of Equity or Equity-Linked For For Management
Securities without Pre-emptive Rights
14 Approve Political Donations For For Management
ARCONIC INC.
Ticker: ARNC Security ID: 03965L100
Meeting Date: MAY 14, 2019 Meeting Type: Annual
Record Date: MAR 25, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James F. Albaugh For For Management
1.2 Elect Director Amy E. Alving For For Management
1.3 Elect Director Christopher L. Ayers For For Management
1.4 Elect Director Elmer L. Doty For For Management
1.5 Elect Director Rajiv L. Gupta For For Management
1.6 Elect Director Sean O. Mahoney For For Management
1.7 Elect Director David J. Miller For For Management
1.8 Elect Director E. Stanley O'Neal For For Management
1.9 Elect Director John C. Plant For For Management
1.10 Elect Director Ulrich R. Schmidt For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
BANK OF AMERICA CORPORATION
Ticker: BAC Security ID: 060505104
Meeting Date: APR 24, 2019 Meeting Type: Annual
Record Date: MAR 04, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sharon L. Allen For For Management
1b Elect Director Susan S. Bies For For Management
1c Elect Director Jack O. Bovender, Jr. For For Management
1d Elect Director Frank P. Bramble, Sr. For For Management
1e Elect Director Pierre J.P. de Weck For For Management
1f Elect Director Arnold W. Donald For For Management
1g Elect Director Linda P. Hudson For For Management
1h Elect Director Monica C. Lozano For For Management
1i Elect Director Thomas J. May For For Management
1j Elect Director Brian T. Moynihan For For Management
1k Elect Director Lionel L. Nowell, III For For Management
1l Elect Director Clayton S. Rose For For Management
1m Elect Director Michael D. White For For Management
1n Elect Director Thomas D. Woods For For Management
1o Elect Director R. David Yost For For Management
1p Elect Director Maria T. Zuber For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Report on Gender Pay Gap Against Against Shareholder
6 Provide Right to Act by Written Consent Against Against Shareholder
7 Amend Proxy Access Right Against Against Shareholder
BROADCOM INC.
Ticker: AVGO Security ID: 11135F101
Meeting Date: APR 01, 2019 Meeting Type: Annual
Record Date: FEB 11, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Hock E. Tan For For Management
1b Elect Director Henry Samueli For For Management
1c Elect Director Eddy W. Hartenstein For For Management
1d Elect Director Diane M. Bryant For For Management
1e Elect Director Gayla J. Delly For For Management
1f Elect Director Check Kian Low For For Management
1g Elect Director Peter J. Marks For For Management
1h Elect Director Harry L. You For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
CHARTER COMMUNICATIONS, INC.
Ticker: CHTR Security ID: 16119P108
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: FEB 22, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director W. Lance Conn For For Management
1b Elect Director Kim C. Goodman For For Management
1c Elect Director Craig A. Jacobson For For Management
1d Elect Director Gregory B. Maffei For For Management
1e Elect Director John D. Markley, Jr. For For Management
1f Elect Director David C. Merritt For For Management
1g Elect Director James E. Meyer For For Management
1h Elect Director Steven A. Miron For For Management
1i Elect Director Balan Nair For For Management
1j Elect Director Michael A. Newhouse For For Management
1k Elect Director Mauricio Ramos For For Management
1l Elect Director Thomas M. Rutledge For For Management
1m Elect Director Eric L. Zinterhofer For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify KPMG LLP as Auditors For For Management
4 Adopt Proxy Access Right Against Against Shareholder
5 Report on Sustainability Against Against Shareholder
CITIGROUP INC.
Ticker: C Security ID: 172967424
Meeting Date: APR 16, 2019 Meeting Type: Annual
Record Date: FEB 19, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael L. Corbat For For Management
1b Elect Director Ellen M. Costello For For Management
1c Elect Director Barbara J. Desoer For For Management
1d Elect Director John C. Dugan For For Management
1e Elect Director Duncan P. Hennes For For Management
1f Elect Director Peter B. Henry For For Management
1g Elect Director S. Leslie Ireland For For Management
1h Elect Director Lew W. (Jay) Jacobs, IV For For Management
1i Elect Director Renee J. James For For Management
1j Elect Director Eugene M. McQuade For For Management
1k Elect Director Gary M. Reiner For For Management
1l Elect Director Diana L. Taylor For For Management
1m Elect Director James S. Turley For For Management
1n Elect Director Deborah C. Wright For For Management
1o Elect Director Ernesto Zedillo Ponce For For Management
de Leon
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Omnibus Stock Plan For For Management
5 Amend Proxy Access Right Against Against Shareholder
6 Prohibit Accelerated Vesting of Awards Against Against Shareholder
to Pursue Government Service
7 Reduce Ownership Threshold for Against Against Shareholder
Shareholders to Call Special Meeting
COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: JUN 05, 2019 Meeting Type: Annual
Record Date: APR 05, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Madeline S. Bell For For Management
1.3 Elect Director Sheldon M. Bonovitz For For Management
1.4 Elect Director Edward D. Breen For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Maritza G. Montiel For For Management
1.8 Elect Director Asuka Nakahara For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Brian L. Roberts For For Management
2 Ratify Deloitte & Touche LLP as Auditor For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
FACEBOOK, INC.
Ticker: FB Security ID: 30303M102
Meeting Date: MAY 30, 2019 Meeting Type: Annual
Record Date: APR 05, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peggy Alford For For Management
1.2 Elect Director Marc L. Andreessen For For Management
1.3 Elect Director Kenneth I. Chenault For For Management
1.4 Elect Director Susan D. For For Management
Desmond-Hellmann
1.5 Elect Director Sheryl K. Sandberg For For Management
1.6 Elect Director Peter A. Thiel For For Management
1.7 Elect Director Jeffrey D. Zients For For Management
1.8 Elect Director Mark Zuckerberg For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three Abstain Management
Years
5 Approve Recapitalization Plan for all Against Against Shareholder
Stock to Have One-vote per Share
6 Require Independent Board Chairman Against Against Shareholder
7 Require a Majority Vote for the Against Against Shareholder
Election of Directors
8 Disclose Board Diversity and Against Against Shareholder
Qualifications Matrix
9 Report on Content Governance Against Against Shareholder
10 Report on Global Median Gender Pay Gap Against Against Shareholder
11 Prepare Employment Diversity Report Against Against Shareholder
and Report on Diversity Policies
12 Study Strategic Alternatives Including Against Against Shareholder
Sale of Assets
GLENCORE PLC
Ticker: GLEN Security ID: G39420107
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: MAY 07, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Reduction of the Company's For For Management
Capital Contribution Reserves
3 Re-elect Anthony Hayward as Director For For Management
4 Re-elect Ivan Glasenberg as Director For For Management
5 Re-elect Peter Coates as Director For For Management
6 Re-elect Leonhard Fischer as Director For For Management
7 Re-elect Martin Gilbert as Director For For Management
8 Re-elect John Mack as Director For For Management
9 Re-elect Gill Marcus as Director For For Management
10 Re-elect Patrice Merrin as Director For For Management
11 Approve Remuneration Report For For Management
12 Reappoint Deloitte LLP as Auditors For For Management
13 Authorise the Audit Committee to Fix For For Management
Remuneration of Auditors
14 Authorise Issue of Equity For For Management
15 Authorise Issue of Equity without For For Management
Pre-emptive Rights
16 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
17 Authorise Market Purchase of Ordinary For For Management
Shares
GROUPE BRUXELLES LAMBERT SA
Ticker: GBLB Security ID: B4746J115
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: APR 09, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Receive Directors' and Auditors' None None Management
Reports (Non-Voting)
2.1 Receive Consolidated Financial None None Management
Statements and Statutory Reports
(Non-Voting)
2.2 Adopt Financial Statements For For Management
3 Approve Discharge of Directors For For Management
4 Approve Discharge of Auditor For For Management
5.1 Receive Information on Resignation of None None Management
Arnaud Vial as Director
5.2a Elect Xavier Le Clef as Director For For Management
5.2b Elect Claude Genereux as Director For For Management
5.3 Approve Co-optation of Agnes Touraine For For Management
as Director
5.4a Reelect Antoinette d'Aspremont Lynden For For Management
as Director
5.4b Reelect Paul Desmarais, Jr. as Director For For Management
5.4c Reelect Gerald Frere as Director For For Management
5.4d Reelect Cedric Frere as Director For For Management
5.4e Reelect Segolene Gallienne as Director For For Management
5.4f Reelect Gerard Lamarche as Director For For Management
5.4g Reelect Marie Polet as Director For For Management
5.5a Indicate Antoinette d'Aspremont Lynden For For Management
as Independent Board Member
5.5b Indicate Marie Polet as Independent For For Management
Board Member
5.5c Indicate Agnes Touraine as Independent For For Management
Board Member
5.6 Ratify Deloitte as Auditor and Approve For For Management
Auditors' Remuneration
6 Approve Remuneration Report For For Management
7.1 Approve Stock Option Plan For For Management
7.2 Approve Change-of-Control Clause Re: For For Management
Stock Option Plan under Item 7.1
7.3 Approve Stock Option Plan Grants for For For Management
2019 up to EUR 4.32 Million Re: Stock
Option Plan under Item 7.1
7.4 Approve Special Board Report Re: For For Management
Article 629 of the Company Code Re:
Item 7.5
7.5 Approve Guarantee to Acquire Shares For For Management
under New Stock Option Plan Re: Item 7.
1
8 Transact Other Business None None Management
HEIDELBERGCEMENT AG
Ticker: HEI Security ID: D31709104
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date: APR 17, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Receive Financial Statements and None None Management
Statutory Reports for Fiscal 2018
(Non-Voting)
2 Approve Allocation of Income and For For Management
Dividends of EUR 2.10 per Share
3.1 Approve Discharge of Management Board For For Management
Member Bernd Scheifele for Fiscal 2018
3.2 Approve Discharge of Management Board For For Management
Member Dominik von Achten for Fiscal
2018
3.3 Approve Discharge of Management Board For For Management
Member Kevin Gluskie for Fiscal 2018
3.4 Approve Discharge of Management Board For For Management
Member Hakan Gurdal for Fiscal 2018
3.5 Approve Discharge of Management Board For For Management
Member Jon Morrish for Fiscal 2018
3.6 Approve Discharge of Management Board For For Management
Member Lorenz Naeger for Fiscal 2018
3.7 Approve Discharge of Management Board For For Management
Member Albert Scheuer for Fiscal 2018
4.1 Approve Discharge of Supervisory Board For For Management
Member Fritz-Juergen Heckmann for
Fiscal 2018
4.2 Approve Discharge of Supervisory Board For For Management
Member Heinz Schmitt for Fiscal 2018
4.3 Approve Discharge of Supervisory Board For For Management
Member Barbara Breuninger for Fiscal
2018
4.4 Approve Discharge of Supervisory Board For For Management
Member Josef Heumann for Fiscal 2018
4.5 Approve Discharge of Supervisory Board For For Management
Member Gabriele Kailing for Fiscal 2018
4.6 Approve Discharge of Supervisory Board For For Management
Member Ludwig Merckle for Fiscal 2018
4.7 Approve Discharge of Supervisory Board For For Management
Member Tobias Merckle for Fiscal 2018
4.8 Approve Discharge of Supervisory Board For For Management
Member Juergen Schneider for Fiscal
2018
4.9 Approve Discharge of Supervisory Board For For Management
Member Werner Schraeder for Fiscal 2018
4.10 Approve Discharge of Supervisory Board For For Management
member Frank-Dirk Steininger for
Fiscal 2018
4.11 Approve Discharge of Supervisory Board For For Management
Member Margret Suckale for Fiscal 2018
4.12 Approve Discharge of Supervisory Board For For Management
Member Stephan Wehning for Fiscal 2018
4.13 Approve Discharge of Supervisory Board For For Management
Member Marion Weissenberger-Eibl for
Fiscal 2018
5 Ratify Ernst & Young GmbH as Auditors For For Management
for Fiscal 2019
6.1 Reelect Fritz-Juergen Heckmann to the For For Management
Supervisory Board
6.2 Reelect Ludwig Merckle to the For For Management
Supervisory Board
6.3 Reelect Tobias Merckle to the For For Management
Supervisory Board
6.4 Reelect Margret Suckale to the For For Management
Supervisory Board
6.5 Reelect Marion Weissenberger-Eibl to For For Management
the Supervisory Board
6.6 Reelect Luka Mucic to the Supervisory For For Management
Board
7 Approve Remuneration System for For For Management
Management Board Members
8 Approve Remuneration of Supervisory For For Management
Board
JARDINE STRATEGIC HOLDINGS LTD.
Ticker: J37 Security ID: G50764102
Meeting Date: MAY 09, 2019 Meeting Type: Annual
Record Date:
Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports and Declare Final
Dividend
2 Re-elect Anthony Nightingale as For For Management
Director
3 Elect Lord Powell of Bayswater as For For Management
Director
4 Re-elect Percy Weatherall as Director For For Management
5 Approve Directors' Fees For For Management
6 Ratify Auditors and Authorise Their For For Management
Remuneration
7 Authorise Issue of Equity For For Management
KINDER MORGAN, INC.
Ticker: KMI Security ID: 49456B101
Meeting Date: MAY 08, 2019 Meeting Type: Annual
Record Date: MAR 11, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard D. Kinder For For Management
1.2 Elect Director Steven J. Kean For For Management
1.3 Elect Director Kimberly A. Dang For For Management
1.4 Elect Director Ted A. Gardner For For Management
1.5 Elect Director Anthony W. Hall, Jr. For For Management
1.6 Elect Director Gary L. Hultquist For For Management
1.7 Elect Director Ronald L. Kuehn, Jr. For For Management
1.8 Elect Director Deborah A. Macdonald For For Management
1.9 Elect Director Michael C. Morgan For For Management
1.10 Elect Director Arthur C. Reichstetter For For Management
1.11 Elect Director Fayez Sarofim For For Management
1.12 Elect Director C. Park Shaper For For Management
1.13 Elect Director William A. Smith For For Management
1.14 Elect Director Joel V. Staff For For Management
1.15 Elect Director Robert F. Vagt For For Management
1.16 Elect Director Perry M. Waughtal For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
LAFARGEHOLCIM LTD.
Ticker: LHN Security ID: H4768E105
Meeting Date: MAY 15, 2019 Meeting Type: Annual
Record Date:
Proposal Mgt Rec Vote Cast Sponsor
1.1 Accept Financial Statements and For For Management
Statutory Reports
1.2 Approve Remuneration Report For For Management
2 Approve Discharge of Board and Senior For For Management
Management
3.1 Approve Allocation of Income For For Management
3.2 Approve Dividends of CHF 2.00 per For For Management
Share from Capital Contribution
Reserves
4 Approve Creation of CHF 80 Million For For Management
Pool of Capital with Preemptive Rights
for Optional Dividend
5.1.1 Reelect Beat Hess as Director and For For Management
Board Chairmann
5.1.2 Reelect Paul Desmarais as Director For For Management
5.1.3 Reelect Oscar Fanjul as Director For For Management
5.1.4 Reelect Patrick Kron as Director For For Management
5.1.5 Reelect Adrian Loader as Director For For Management
5.1.6 Reelect Juerg Oleas as Director For For Management
5.1.7 Reelect Hanne Sorensen as Director For For Management
5.1.8 Reelect Dieter Spaelti as Director For For Management
5.2.1 Elect Colin Hall as Director For For Management
5.2.2 Elect Naina Lal Kidwai as Director For For Management
5.2.3 Elect Claudia Ramirez as Director For For Management
5.3.1 Reappoint Paul Desmarais as Member of For For Management
the Nomination, Compensation and
Governance Committee
5.3.2 Reappoint Oscar Fanjul as Member of For For Management
the Nomination, Compensation and
Governance Committee
5.3.3 Reappoint Adrian Loader as Member of For For Management
the Nomination, Compensation and
Governance Committee
5.3.4 Reappoint Hanne Sorensen as Member of For For Management
the Nomination, Compensation and
Governance Committee
5.4.1 Ratify Deloitte AG as Auditors For For Management
5.4.2 Designate Thomas Ris as Independent For For Management
Proxy
6.1 Approve Remuneration of Directors in For For Management
the Amount of CHF 5.1 Million
6.2 Approve Remuneration of Executive For For Management
Committee in the Amount of CHF 40
Million
7 Approve CHF 20.6 Million Reduction in For For Management
Share Capital via Cancellation of
Repurchased Shares
8 Transact Other Business (Voting) For For Management
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 28, 2018 Meeting Type: Annual
Record Date: SEP 26, 2018
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William H. Gates, III For For Management
1.2 Elect Director Reid G. Hoffman For For Management
1.3 Elect Director Hugh F. Johnston For For Management
1.4 Elect Director Teri L. List-Stoll For For Management
1.5 Elect Director Satya Nadella For For Management
1.6 Elect Director Charles H. Noski For For Management
1.7 Elect Director Helmut Panke For For Management
1.8 Elect Director Sandra E. Peterson For For Management
1.9 Elect Director Penny S. Pritzker For For Management
1.10 Elect Director Charles W. Scharf For For Management
1.11 Elect Director Arne M. Sorenson For For Management
1.12 Elect Director John W. Stanton For For Management
1.13 Elect Director John W. Thompson For For Management
1.14 Elect Director Padmasree Warrior For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
MOHAWK INDUSTRIES, INC.
Ticker: MHK Security ID: 608190104
Meeting Date: MAY 23, 2019 Meeting Type: Annual
Record Date: MAR 28, 2019
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph A. Onorato For For Management
1.2 Elect Director William H. Runge, III For For Management
1.3 Elect Director W. Christopher Wellborn For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
MYLAN N.V.
Ticker: MYL Security ID: N59465109
Meeting Date: JUN 21, 2019 Meeting Type: Annual
Record Date: MAY 24, 2019
Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Heather Bresch For Against Management
1B Elect Director Robert J. Cindrich For Against Management
1C Elect Director Robert J. Coury For Against Management
1D Elect Director JoEllen Lyons Dillon For Against Management
1E Elect Director Neil Dimick For Against Management
1F Elect Director Melina Higgins For Against Management
1G Elect Director Harry A. Korman For Against Management
1H Elect Director Rajiv Malik For Against Management
1I Elect Director Richard Mark For Against Management
1J Elect Director Mark W. Parrish For Against Management
1K Elect Director Pauline van der Meer For Against Management
Mohr
1L Elect Director Randall L. (Pete) For Against Management
Vanderveen
1M Elect Director Sjoerd S. Vollebregt For Against Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Adopt Financial Statements and For Against Management
Statutory Reports
4 Ratify Deloitte & Touche LLP as For Against Management
Auditors
5 Instruction to Deloitte Accountants B. For Against Management
V. for the Audit of the Company's
Dutch Statutory Annual Accounts for
Fiscal Year 2019
6 Authorize Share Repurchase Program For Against Management
7 Grant Board Authority to Issue Shares For Against Management
Up To 20 Percent of Issued Capital and
Restrict/Exclude Preemptive Rights
8 Discussion Item - Shareholder Proposal None Against Shareholder
Relating To the Company's Clawback
Policy
NEXON CO., LTD.
Ticker: 3659 Security ID: J4914X104
Meeting Date: MAR 26, 2019 Meeting Type: Annual
Record Date: DEC 31, 2018
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Owen Mahoney For For Management
1.2 Elect Director Uemura, Shiro For For Management
1.3 Elect Director Jiwon Park For For Management
1.4 Elect Director Patrick Soderlund For For Management
2 Approve Stock Option Plan For For Management
OIL CO. LUKOIL PJSC
Ticker: LKOH Security ID: 69343P105
Meeting Date: AUG 24, 2018 Meeting Type: Special
Record Date: JUL 30, 2018
Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reduction in Share Capital For For Management
through Share Repurchase Program and
Subsequent Share Cancellation
ORACLE CORP.
Ticker: ORCL Security ID: 68389X105
Meeting Date: NOV 14, 2018 Meeting Type: Annual
Record Date: SEP 17, 2018
Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey S. Berg For For Management
1.2 Elect Director Michael J. Boskin For For Management
1.3 Elect Director Safra A. Catz For For Management
1.4 Elect Director Bruce R. Chizen For For Management
1.5 Elect Director George H. Conrades For For Management
1.6 Elect Director Lawrence J. Ellison For For Management
1.7 Elect Director Hector Garcia-Molina For For Management
1.8 Elect Director Jeffrey O. Henley For For Management
1.9 Elect Director Mark V. Hurd For For Management
1.10 Elect Director Renee J. James For For Management
1.11 Elect Director Charles W. Moorman, IV For For Management
1.12 Elect Director Leon E. Panetta For For Management
1.13 Elect Director William G. Parrett For For Management
1.14 Elect Director Naomi O. Seligman For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Report on Gender Pay Gap Against Against Shareholder
5 Report on Political Contributions Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Require Independent Board Chairman Against Against Shareholder
ROYAL BANK OF SCOTLAND GROUP PLC
Ticker: RBS Security ID: G7S86Z172
Meeting Date: FEB 06, 2019 Meeting Type: Special
Record Date: FEB 04, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Authorise Off-Market Purchase of For For Management
Ordinary Shares
ROYAL BANK OF SCOTLAND GROUP PLC
Ticker: RBS Security ID: G7S86Z172
Meeting Date: APR 25, 2019 Meeting Type: Annual
Record Date: APR 23, 2019
Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Approve Final Dividend For For Management
4 Approve Special Dividend For For Management
5 Re-elect Howard Davies as Director For For Management
6 Re-elect Ross McEwan as Director For For Management
7 Elect Katie Murray as Director For For Management
8 Re-elect Frank Dangeard as Director For For Management
9 Re-elect Alison Davis as Director For For Management
10 Elect Patrick Flynn as Director For For Management
11 Re-elect Morten Friis as Director For For Management
12 Re-elect Robert Gillespie as Director For For Management
13 Re-elect Baroness Noakes as Director For For Management
14 Re-elect Mike Rogers as Director For For Management
15 Re-elect Mark Seligman as Director For For Management
16 Re-elect Dr Lena Wilson as Director For For Management
17 Reappoint Ernst & Young LLP as Auditors For For Management
18 Authorise the Group Audit Committee to For For Management
Fix Remuneration of Auditors
19 Authorise Issue of Equity For For Management
20 Authorise Issue of Equity without For For Management
Pre-emptive Rights
21 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
an Acquisition or Other Capital
Investment
22 Authorise Issue of Equity in Relation For For Management
to the Issue of Equity Convertible
Notes
23 Authorise Issue of Equity without For For Management
Pre-emptive Rights in Connection with
the Issue of Equity Convertible Notes
24 Authorise the Company to Call General For For Management
Meeting with Two Weeks' Notice
25 Authorise EU Political Donations and For For Management
Expenditure
26 Authorise Market Purchase of Ordinary For For Management
Shares
27 Authorise Off-Market Purchase of For For Management
Ordinary Shares
28 Establish Shareholder Committee Against Against Shareholder
TE CONNECTIVITY LTD.
Ticker: TEL Security ID: H84989104
Meeting Date: MAR 13, 2019 Meeting Type: Annual
Record Date: FEB 21, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Pierre R. Brondeau For For Management
1b Elect Director Terrence R. Curtin For For Management
1c Elect Director Carol A. ('John') For For Management
Davidson
1d Elect Director William A. Jeffrey For For Management
1e Elect Director David M. Kerko For For Management
1f Elect Director Thomas J. Lynch For For Management
1g Elect Director Yong Nam For For Management
1h Elect Director Daniel J. Phelan For For Management
1i Elect Director Paula A. Sneed For For Management
1j Elect Director Abhijit Y. Talwalkar For For Management
1k Elect Director Mark C. Trudeau For For Management
1l Elect Director Laura H. Wright For For Management
2 Elect Board Chairman Thomas J. Lynch For For Management
3a Elect Daniel J. Phelan as Member of For For Management
Management Development and
Compensation Committee
3b Elect Paula A. Sneed as Member of For For Management
Management Development and
Compensation Committee
3c Elect Abhijit Y. Talwalkar as Member For For Management
of Management Development and
Compensation Committee
3d Elect Mark C. Trudeau as Member of For For Management
Management Development and
Compensation Committee
4 Designate Rene Schwarzenbach as For For Management
Independent Proxy
5.1 Accept Annual Report for Fiscal Year For For Management
Ended September 28, 2018
5.2 Accept Statutory Financial Statements For For Management
for Fiscal Year Ended September 28,
2018
5.3 Approve Consolidated Financial For For Management
Statements for Fiscal Year Ended
September 28, 2018
6 Approve Discharge of Board and Senior For For Management
Management
7.1 Ratify Deloitte & Touche LLP as For For Management
Independent Registered Public
Accounting Firm for Fiscal Year 2019
7.2 Ratify Deloitte AG as Swiss Registered For For Management
Auditors
7.3 Ratify PricewaterhouseCoopers AG as For For Management
Special Auditors
8 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
9 Approve the Increase in Maximum For For Management
Aggregate Remuneration of Executive
Management
10 Approve the Increase in Maximum For For Management
Aggregate Remuneration of Board of
Directors
11 Approve Allocation of Available For For Management
Earnings at September 28, 2018
12 Approve Declaration of Dividend For For Management
13 Authorize Share Repurchase Program For For Management
14 Approve Reduction of Share Capital For For Management
15 Adjourn Meeting For For Management
UNITED TECHNOLOGIES CORPORATION
Ticker: UTX Security ID: 913017109
Meeting Date: APR 29, 2019 Meeting Type: Annual
Record Date: FEB 28, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lloyd J. Austin, III For For Management
1b Elect Director Diane M. Bryant For For Management
1c Elect Director John V. Faraci For For Management
1d Elect Director Jean-Pierre Garnier For For Management
1e Elect Director Gregory J. Hayes For For Management
1f Elect Director Christopher J. Kearney For For Management
1g Elect Director Ellen J. Kullman For For Management
1h Elect Director Marshall O. Larsen For For Management
1i Elect Director Harold W. McGraw, III For For Management
1j Elect Director Margaret L. O'Sullivan For For Management
1k Elect Director Denise L. Ramos For For Management
1l Elect Director Fredric G. Reynolds For For Management
1m Elect Director Brian C. Rogers For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditor
4 Eliminate Supermajority Vote For For Management
Requirement to Approve Certain
Business Combinations
5 Ratify The Reduced Ownership Threshold For For Management
to Call a Special Meeting
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 23, 2019 Meeting Type: Annual
Record Date: FEB 26, 2019
Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For Against Management
1b Elect Director Celeste A. Clark For Against Management
1c Elect Director Theodore F. Craver, Jr. For Against Management
1d Elect Director Elizabeth A. "Betsy" For Against Management
Duke
1e Elect Director Wayne M. Hewett For Against Management
1f Elect Director Donald M. James For Against Management
1g Elect Director Maria R. Morris For Against Management
1h Elect Director Juan A. Pujadas For Against Management
1i Elect Director James H. Quigley For Against Management
1j Elect Director Ronald L. Sargent For Against Management
1k Elect Director C. Allen Parker For Against Management
1l Elect Director Suzanne M. Vautrinot For Against Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify KPMG LLP as Auditors For For Management
5 Report on Incentive-Based Compensation Against For Shareholder
and Risks of Material Losses
6 Report on Global Median Gender Pay Gap Against For Shareholder
========== END NPX REPORT
SEQ.=1,FOLIO='',FILE='C:\JMS\105546\19-12837-2\task9448479\12837-2-bi.htm',USER='105546',CD='Aug 3 15:32 2019'
*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.
| SOURCE CAPITAL, INC. | |
|---|---|
| By: | /s/ J. Richard Atwood |
| J. Richard Atwood | |
| President | |
| Date: | August 8, 2019 |
SEQ.=1,FOLIO='',FILE='C:\JMS\105546\19-12837-2\task9448479\12837-2-jc.htm',USER='105546',CD='Aug 3 15:36 2019'