SOURCE CAPITAL /DE/ — Regulatory Filings 2020

Aug 7, 2020

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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)

Registrant’s telephone number, including area code: 310-473-0225

Date of fiscal year end: 12/31

Date of reporting period: 7/1/19 to 6/30/20

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Item 1. Proxy Voting Record.

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**** FORM N-Px REPORT **** ICA File Number: 811-01731 Reporting Period: 07/01/2019 - 06/30/2020 SOURCE CAPITAL, INC. ============================= Source Capital, Inc. ============================= ALLY FINANCIAL INC. Ticker: ALLY Security ID: 02005N100 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 04, 2020 # 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 For For Management Auditors -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # 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 Sundar Pichai For For Management 1.4 Elect Director John L. Hennessy For For Management 1.5 Elect Director Frances H. Arnold For For Management 1.6 Elect Director L. John Doerr For For Management 1.7 Elect Director Roger W. Ferguson Jr. For For Management 1.8 Elect Director Ann Mather For For Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director K. Ram Shiram For For Management 1.11 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Approve Recapitalization Plan for all Against Against Shareholder Stock to Have One-vote per Share 6 Report on Arbitration of Against Against Shareholder Employment-Related Claims 7 Establish Human Rights Risk Oversight Against Against Shareholder Committee 8 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 9 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 10 Report on Takedown Requests Against Against Shareholder 11 Require a Majority Vote for the Against Against Shareholder Election of Directors 12 Report on Gender/Racial Pay Gap Against Against Shareholder 13 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 14 Report on Whistleblower Policies and Against Against Shareholder Practices -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874784 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 18, 2020 # 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 Peter R. Porrino For For Management 1j Elect Director Amy L. Schioldager For For Management 1k Elect Director Douglas M. Steenland For For Management 1l Elect Director Therese M. Vaughan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Securities Transfer Restrictions For For Management 4 Ratify NOL Rights Plan (NOL Pill) For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: JAN 06, 2020 # 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 Kenton J. Sicchitano For For Management 1j Elect Director Susie Wee For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V102 Meeting Date: FEB 04, 2020 Meeting Type: Special Record Date: JAN 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management 2 Approve Reduction of Share Capital and For For Management Creation of Distributable Profits 3 Approve Terms of an Off-Exchange For For Management Buyback and Cancellation of Class B Ordinary Shares 4 Approve Delisting of Shares from the For For Management New York Stock Exchange 5 Adjourn Meeting For For Management -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0408V111 Meeting Date: FEB 04, 2020 Meeting Type: Court Record Date: JAN 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0403H108 Meeting Date: JUN 19, 2020 Meeting Type: Annual Record Date: APR 17, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lester B. Knight For For Management 1.2 Elect Director Gregory C. Case For For Management 1.3 Elect Director Jin-Yong Cai For For Management 1.4 Elect Director Jeffrey C. Campbell For For Management 1.5 Elect Director Fulvio Conti For For Management 1.6 Elect Director Cheryl A. Francis 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 Ratify Ernst & Young LLP as Auditors For For Management 4 Ratify Ernst & Young Chartered For For Management Accountants as Statutory Auditor 5 Authorize Board to Fix Remuneration of For For Management Auditors -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # 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 Denise L. Ramos For For Management 1m Elect Director Clayton S. Rose For For Management 1n Elect Director Michael D. White For For Management 1o Elect Director Thomas D. Woods For For Management 1p Elect Director R. David Yost For For Management 1q 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 Proxy Access Right Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder 6 Report on Gender Pay Gap Against Against Shareholder 7 Review of Statement of the Purpose of Against Against Shareholder a Corporation and Report on Recommended Changes to Governance Documents, Policies, and Practices -------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Ticker: BKNG Security ID: 09857L108 Meeting Date: JUN 04, 2020 Meeting Type: Annual Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Jeffery H. Boyd For For Management 1.3 Elect Director Glenn D. Fogel For For Management 1.4 Elect Director Mirian M. Graddick-Weir For For Management 1.5 Elect Director Wei Hopeman For For Management 1.6 Elect Director Robert J. Mylod, Jr. For For Management 1.7 Elect Director Charles H. Noski For For Management 1.8 Elect Director Nicholas J. Read For For Management 1.9 Elect Director Thomas E. Rothman For For Management 1.10 Elect Director Bob van Dijk For For Management 1.11 Elect Director Lynn M. Vojvodich For For Management 1.12 Elect Director Vanessa A. Wittman 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 4 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- BROADCOM INC. Ticker: AVGO Security ID: 11135F101 Meeting Date: MAR 30, 2020 Meeting Type: Annual Record Date: FEB 06, 2020 # 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 Raul J. Fernandez For For Management 1g Elect Director Check Kian Low For For Management 1h Elect Director Justine F. Page For For Management 1i Elect Director Harry L. You For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CHARTER COMMUNICATIONS, INC. Ticker: CHTR Security ID: 16119P108 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # 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 Grace E. Dailey For For Management 1d Elect Director Barbara J. Desoer For For Management 1e Elect Director John C. Dugan For For Management 1f Elect Director Duncan P. Hennes For For Management 1g Elect Director Peter B. Henry For For Management 1h Elect Director S. Leslie Ireland For For Management 1i Elect Director Lew W. (Jay) Jacobs, IV For For Management 1j Elect Director Renee J. James 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 Alexander R. Wynaendts For For Management 1p 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 Amend Omnibus Stock Plan For For Management 5 Amend Proxy Access Right Against Against Shareholder 6 Review on Governance Documents Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # 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 Naomi M. Bergman 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 Amend Stock Option Plan For For Management 4 Amend Restricted Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Require Independent Board Chair Against Against Shareholder 8 Report on Risks Posed by Failing to Against Against Shareholder Prevent Sexual Harassment -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # 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 Andrew W. Houston For For Management 1.4 Elect Director Nancy Killefer For For Management 1.5 Elect Director Robert M. Kimmitt For For Management 1.6 Elect Director Sheryl K. Sandberg For For Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Tracey T. Travis For For Management 1.9 Elect Director Mark Zuckerberg For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Non-Employee Director For For Management Compensation Policy 4 Approve Recapitalization Plan for all Against Against Shareholder Stock to Have One-vote per Share 5 Require Independent Board Chair Against Against Shareholder 6 Require a Majority Vote for the Against Against Shareholder Election of Directors 7 Report on Political Advertising Against Against Shareholder 8 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 9 Report on Civil and Human Rights Risk Against Against Shareholder Assessment 10 Report on Online Child Sexual Against Against Shareholder Exploitation 11 Report on Median Gender/Racial Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- GLENCORE PLC Ticker: GLEN Security ID: G39420107 Meeting Date: JUN 02, 2020 Meeting Type: Annual Record Date: MAY 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Re-elect Anthony Hayward as Director For For Management 3 Re-elect Ivan Glasenberg as Director For For Management 4 Re-elect Peter Coates as Director For For Management 5 Re-elect Leonhard Fischer as Director For For Management 6 Re-elect Martin Gilbert as Director For For Management 7 Re-elect John Mack as Director For For Management 8 Re-elect Gill Marcus as Director For For Management 9 Re-elect Patrice Merrin as Director For For Management 10 Elect Kalidas Madhavpeddi as Director For For Management 11 Approve Remuneration Policy For For Management 12 Approve Remuneration Report For For Management 13 Reappoint Deloitte LLP as Auditors For For Management 14 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 15 Authorise Issue of Equity For For Management 16 Authorise Issue of Equity without For For Management Pre-emptive Rights 17 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 18 Authorise Market Purchase of Ordinary For For Management Shares -------------------------------------------------------------------------------- GROUPE BRUXELLES LAMBERT SA Ticker: GBLB Security ID: B4746J115 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: APR 14, 2020 # 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 Reelect Ian Gallienne as Director For For Management 6 Approve Remuneration Policy For For Management 7 Approve Remuneration of Non-Executive For For Management Directors 8 Approve Remuneration Report For For Management 9.1 Approve Change-of-Control Clause Re: For For Management Option Plan 9.2 Approve Special Board Report Re: For For Management Article 7:227 of the Company Code 9.3 Approve Guarantee to Acquire Shares For For Management under Stock Option Plan 10 Transact Other Business None None Management -------------------------------------------------------------------------------- GROUPE BRUXELLES LAMBERT SA Ticker: GBLB Security ID: B4746J115 Meeting Date: APR 28, 2020 Meeting Type: Special Record Date: APR 14, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1.1 Authorize Repurchase of Up to For For Management 32,271,657 Shares 1.1.2 Authorize Reissuance of Repurchased For For Management Shares 1.1.3 Authorize Board to Repurchase Shares For For Management in the Event of a Serious and Imminent Harm and Under Normal Conditions 1.1.4 Amend Articles to Reflect Changes in For For Management Capital Re: Items 1.1.1, 1.1.2 and 1.1. 3 2.1.1 Adopt Double Voting Rights for For For Management Shareholders 3.1.1 Receive Special Board Report Re: None None Management Authorized Capital 3.1.2 Renew Authorization to Increase Share For For Management Capital Up to EUR 125 Million within the Framework of Authorized Capital 3.1.3 Amend Articles to Reflect Changes in For For Management Capital Re: Item 3.1.2 3.1.4 Authorize Issuance of For For Management Warrants/Convertible Bonds/ Other Financial Instruments without Preemptive Rights 3.1.5 Amend Article 13 to Reflect Changes in For For Management Capital Re: Item 3.1.4 3.2.1 Amend Articles of Association Re: For For Management Alignment on Companies and Associations Code 3.2.2 Adopt Coordinated Version of the For For Management Articles of Association 4 Approve Coordination of Articles of For For Management Association and Filing of Required Documents/Formalities at Trade Registry -------------------------------------------------------------------------------- HEIDELBERGCEMENT AG Ticker: HEI Security ID: D31709104 Meeting Date: JUN 04, 2020 Meeting Type: Annual Record Date: MAY 22, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2019 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.60 per Share 3.1 Approve Discharge of Management Board For For Management Member Bernd Scheifele for Fiscal 2019 3.2 Approve Discharge of Management Board For For Management Member Dominik von Achten for Fiscal 2019 3.3 Approve Discharge of Management Board For For Management Member Kevin Gluskie for Fiscal 2019 3.4 Approve Discharge of Management Board For For Management Member Hakan Gurdal for Fiscal 2019 3.5 Approve Discharge of Management Board For For Management Member Ernest Jelito for Fiscal 2019 3.6 Approve Discharge of Management Board For For Management Member Jon Morrish for Fiscal 2019 3.7 Approve Discharge of Management Board For For Management Member Lorenz Naeger for Fiscal 2019 3.8 Approve Discharge of Management Board For For Management Member Albert Scheuer for Fiscal 2019 3.9 Approve Discharge of Management Board For For Management Member Christopher Ward for Fiscal 2019 4.1 Approve Discharge of Supervisory Board For For Management Member Fritz-Juergen Heckmann for Fiscal 2019 4.2 Approve Discharge of Supervisory Board For For Management Member Heinz Schmitt for Fiscal 2019 4.3 Approve Discharge of Supervisory Board For For Management Member Barbara Breuninger for Fiscal 2019 4.4 Approve Discharge of Supervisory Board For For Management Member Josef Heumann for Fiscal 2019 4.5 Approve Discharge of Supervisory Board For For Management Member Birgit Jochens for Fiscal 2019 4.6 Approve Discharge of Supervisory Board For For Management Member Gabriele Kailing for Fiscal 2019 4.7 Approve Discharge of Supervisory Board For For Management Member Ludwig Merckle for Fiscal 2019 4.8 Approve Discharge of Supervisory Board For For Management Member Tobias Merckle for Fiscal 2019 4.9 Approve Discharge of Supervisory Board For For Management Member Luka Mucic for Fiscal 2019 4.10 Approve Discharge of Supervisory Board For For Management Member Ines Ploss for Fiscal 2019 4.11 Approve Discharge of Supervisory Board For For Management Member Peter Riedel for Fiscal 2019 4.12 Approve Discharge of Supervisory Board For For Management Member Juergen Schneider for Fiscal 2019 4.13 Approve Discharge of Supervisory Board For For Management Member Werner Schraeder for Fiscal 2019 4.14 Approve Discharge of Supervisory Board For For Management Member Margret Suckale for Fiscal 2019 4.15 Approve Discharge of Supervisory Board For For Management Member Stephan Wehning for Fiscal 2019 4.16 Approve Discharge of Supervisory Board For For Management Member Marion Weissenberger-Eibl for Fiscal 2019 5 Ratify PricewaterhouseCoopers GmbH as For For Management Auditors for Fiscal 2020 6 Approve Creation of EUR 178.5 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights -------------------------------------------------------------------------------- HOWMET AEROSPACE INC. Ticker: HWM Security ID: 443201108 Meeting Date: JUN 15, 2020 Meeting Type: Annual Record Date: APR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James F. Albaugh For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director Joseph S. Cantie For For Management 1d Elect Director Robert F. Leduc For For Management 1e Elect Director David J. Miller For For Management 1f Elect Director Jody G. Miller For For Management 1g Elect Director Tolga I. Oal For For Management 1h Elect Director Nicole W. Piasecki For For Management 1i Elect Director John C. Plant For For Management 1j Elect Director Ulrich R. Schmidt 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- JARDINE STRATEGIC HOLDINGS LTD. Ticker: J37 Security ID: G50764102 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Re-elect David Hsu as Director For For Management 4 Re-elect Adam Keswick as Director For For Management 5 Elect Lincoln Leong as Director 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 13, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # 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 12, 2020 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 4.1a Reelect Beat Hess as Director and For For Management Board Chairmann 4.1b Reelect Oscar Fanjul as Director For For Management 4.1c Reelect Colin Hall as Director For For Management 4.1d Reelect Naina Kidwai as Director For For Management 4.1e Reelect Patrick Kron as Director For For Management 4.1f Reelect Adrian Loader as Director For For Management 4.1g Reelect Juerg Oleas as Director For For Management 4.1h Reelect Claudia Ramirez as Director For For Management 4.1i Reelect Hanne Sorensen as Director For For Management 4.1j Reelect Dieter Spaelti as Director For For Management 4.2.1 Elect Philippe Block as Director For For Management 4.2.2 Elect Kim Fausing as Director For For Management 4.3.1 Reappoint Oscar Fanjul as Member of For For Management the Nomination, Compensation and Governance Committee 4.3.2 Reappoint Adrian Loader as Member of For For Management the Nomination, Compensation and Governance Committee 4.3.3 Reappoint Hanne Sorensen as Member of For For Management the Nomination, Compensation and Governance Committee 4.4.1 Appoint Colin Hall as Member of the For For Management Nomination, Compensation and Governance Committee 4.4.2 Appoint Claudia Ramirez as Member of For For Management the Nomination, Compensation and Governance Committee 4.5.1 Ratify Deloitte AG as Auditors For For Management 4.5.2 Designate Sabine Burkhalter For For Management Kaimakliotis as Independent Proxy 5.1 Approve Remuneration of Directors in For For Management the Amount of CHF 5.4 Million 5.2 Approve Remuneration of Executive For For Management Committee in the Amount of CHF 42.5 Million 6 Transact Other Business (Voting) For For Management -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 04, 2019 Meeting Type: Annual Record Date: OCT 08, 2019 # 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 Sandra E. Peterson For For Management 1.7 Elect Director Penny S. Pritzker For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director Arne M. Sorenson For For Management 1.10 Elect Director John W. Stanton For For Management 1.11 Elect Director John W. Thompson For For Management 1.12 Elect Director Emma N. Walmsley For For Management 1.13 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 4 Report on Employee Representation on Against For Shareholder the Board of Directors 5 Report on Gender Pay Gap Against For Shareholder -------------------------------------------------------------------------------- NASPERS LTD. Ticker: NPN Security ID: S53435103 Meeting Date: AUG 23, 2019 Meeting Type: Annual Record Date: AUG 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for the Year Ended 31 March 2019 2 Approve Dividends for N Ordinary and A For For Management Ordinary Shares 3 Reappoint PricewaterhouseCoopers Inc For For Management as Auditors of the Company with V Myburgh as the Individual Registered Auditor 4 Re-elect Nolo Letele as Directors For For Management 5.1 Re-elect Koos Bekker as Director For For Management 5.2 Re-elect Steve Pacak as Director For For Management 5.3 Re-elect Cobus Stofberg as Director For For Management 5.4 Re-elect Ben van der Ross as Director For For Management 5.5 Re-elect Debra Meyer as Director For For Management 6.1 Re-elect Don Eriksson as Member of the For For Management Audit Committee 6.2 Re-elect Ben van der Ross as Member of For For Management the Audit Committee 6.3 Re-elect Rachel Jafta as Member of the For For Management Audit Committee 7 Approve Remuneration Policy For Against Management 8 Approve Implementation of the For Against Management Remuneration Policy 9 Place Authorised but Unissued Shares For Against Management under Control of Directors 10 Authorise Board to Issue Shares for For Against Management Cash 11 Approve Amendments to the Trust Deed For For Management constituting the Naspers Restricted Stock Plan Trust and the Share Scheme envisaged by such Trust Deed 12 Authorise Ratification of Approved For For Management Resolutions 1.1 Approve Fees of the Board Chairman For For Management 1.2 Approve Fees of the Board Member For For Management 1.3 Approve Fees of the Audit Committee For For Management Chairman 1.4 Approve Fees of the Audit Committee For For Management Member 1.5 Approve Fees of the Risk Committee For For Management Chairman 1.6 Approve Fees of the Risk Committee For For Management Member 1.7 Approve Fees of the Human Resources For For Management and Remuneration Committee Chairman 1.8 Approve Fees of the Human Resources For For Management and Remuneration Committee Member 1.9 Approve Fees of the Nomination For For Management Committee Chairman 1.10 Approve Fees of the Nomination For For Management Committee Member 1.11 Approve Fees of the Social and Ethics For For Management Committee Chairman 1.12 Approve Fees of the Social and Ethics For For Management Committee Member 1.13 Approve Fees of the Trustees of Group For For Management Share Schemes/Other Personnel Funds 2 Approve Financial Assistance in Terms For For Management of Section 44 of the Companies Act 3 Approve Financial Assistance in Terms For For Management of Section 45 of the Companies Act 4 Authorise Repurchase of N Ordinary For For Management Shares 5 Authorise Repurchase of A Ordinary For Against Management Shares 6 Authorise Specific Repurchase of N For Against Management Ordinary Shares from Holders of N Ordinary Shares -------------------------------------------------------------------------------- NASPERS LTD. Ticker: NPN Security ID: S53435103 Meeting Date: AUG 23, 2019 Meeting Type: Special Record Date: AUG 16, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Matters in Relation to the For For Management Implementation of the Proposed Transaction -------------------------------------------------------------------------------- NEXON CO., LTD. Ticker: 3659 Security ID: J4914X104 Meeting Date: SEP 25, 2019 Meeting Type: Special Record Date: AUG 20, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Issuance of Common Shares for For For Management Private Placements 2 Approve Issuance of Warrants for For For Management Private Placements (Put Options) 3 Approve Issuance of Warrants for For For Management Private Placements (Put Options) 4 Approve Issuance of Warrants for For For Management Private Placements (Put Options) 5 Approve Issuance of Warrants for For For Management Private Placements (Put Options) 6 Approve Issuance of Warrants for For For Management Private Placements (Call Options) 7 Approve Issuance of Warrants for For For Management Private Placements (Call Options) 8 Approve Issuance of Warrants for For For Management Private Placements (Call Options) 9 Approve Issuance of Warrants for For For Management Private Placements (Call Options) 10 Approve Issuance of Common Shares for For For Management Private Placements 11 Elect Director Hongwoo Lee For For Management -------------------------------------------------------------------------------- NEXON CO., LTD. Ticker: 3659 Security ID: J4914X104 Meeting Date: MAR 25, 2020 Meeting Type: Annual Record Date: DEC 31, 2019 # 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 Patrick Soderlund For For Management 2.1 Elect Director and Audit Committee For For Management Member Hongwoo Lee 2.2 Elect Director and Audit Committee For For Management Member Honda, Satoshi 2.3 Elect Director and Audit Committee For For Management Member Kuniya, Shiro 3 Approve Stock Option Plan For For Management -------------------------------------------------------------------------------- NXP SEMICONDUCTORS N.V. Ticker: NXPI Security ID: N6596X109 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: APR 29, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Adopt Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board Members For For Management 3a Elect Kurt Sievers as Executive For For Management Director 3b Reelect Peter Bonfield as For For Management Non-Executive Director 3c Reelect Kenneth A. Goldman as For For Management Non-Executive Director 3d Reelect Josef Kaeser as Non-Executive For For Management Director 3e Reelect Lena Olving as Non-Executive For For Management Director 3f Reelect Peter Smitham as Non-Executive For For Management Director 3g Reelect Julie Southern as For For Management Non-Executive Director 3h Reelect Jasmin Staiblin as For For Management Non-Executive Director 3i Reelect Gregory Summe as Non-Executive For For Management Director 3j Reelect Karl-Henrik Sundstrom as For For Management Non-Executive Director 4 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital 5 Authorize Board to Exclude Preemptive For For Management Rights from Share Issuances 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Approve Cancellation of Ordinary Shares For For Management 8 Ratify Ernst & Young Accountants LLP For For Management as Auditors 9 Approve Remuneration of the Members For For Management and Chairs of the Audit Committee, Compensation Committee, and the Nominating and Governance Committee of the Board 10 Amend Articles to Establish Quorum For For Management Requirement 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES CORPORATION Ticker: RTX Security ID: 913017109 Meeting Date: APR 27, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd J. Austin, III For For Management 1b Elect Director Gregory J. Hayes For For Management 1c Elect Director Marshall O. Larsen For For Management 1d Elect Director Robert K. (Kelly) For For Management Ortberg 1e Elect Director Margaret L. O'Sullivan For For Management 1f Elect Director Denise L. Ramos For For Management 1g Elect Director Fredric G. Reynolds For For Management 1h 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 Auditors 4 Adopt Simple Majority Vote None For Shareholder 5 Report on Plant Closures Against Against Shareholder -------------------------------------------------------------------------------- ROYAL BANK OF SCOTLAND GROUP PLC Ticker: RBS Security ID: G7S86Z172 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: APR 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Approve Final Dividend For For Management 5 Approve Special Dividend For For Management 6 Re-elect Howard Davies as Director For For Management 7 Elect Alison Rose-Slade as Director For For Management 8 Re-elect Katie Murray as Director For For Management 9 Re-elect Frank Dangeard as Director For For Management 10 Re-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 Elect Yasmin Jetha as Director For For Management 14 Re-elect Baroness Noakes as Director For For Management 15 Re-elect Mike Rogers as Director For For Management 16 Re-elect Mark Seligman as Director For For Management 17 Re-elect Lena Wilson as Director For For Management 18 Reappoint Ernst & Young LLP as Auditors For For Management 19 Authorise the Group Audit Committee to For For Management Fix Remuneration of Auditors 20 Authorise Issue of Equity For For Management 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 23 Authorise Issue of Equity in For For Management Connection with Equity Convertible Notes 24 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with Equity Convertible Notes 25 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 26 Authorise EU Political Donations and For For Management Expenditure 27 Authorise Market Purchase of Ordinary For For Management Shares 28 Authorise Off-Market Purchase of For For Management Ordinary Shares 29 Adopt New Articles of Association For For Management 30 Approve Employee Share Ownership Plan For For Management -------------------------------------------------------------------------------- SOFTBANK GROUP CORP. Ticker: 9984 Security ID: J75963108 Meeting Date: JUN 25, 2020 Meeting Type: Annual Record Date: MAR 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 22 2.1 Elect Director Son, Masayoshi For For Management 2.2 Elect Director Ronald Fisher For For Management 2.3 Elect Director Marcelo Claure For For Management 2.4 Elect Director Sago, Katsunori For For Management 2.5 Elect Director Rajeev Misra For For Management 2.6 Elect Director Goto, Yoshimitsu For For Management 2.7 Elect Director Miyauchi, Ken For For Management 2.8 Elect Director Simon Segars For For Management 2.9 Elect Director Yasir O. Al-Rumayyan For For Management 2.10 Elect Director Iijima, Masami For For Management 2.11 Elect Director Matsuo, Yutaka For For Management 2.12 Elect Director Lip-Bu Tan For For Management 2.13 Elect Director Kawamoto, Yuko For For Management -------------------------------------------------------------------------------- SWIRE PACIFIC LIMITED Ticker: 19 Security ID: Y83310105 Meeting Date: JUN 24, 2020 Meeting Type: Annual Record Date: JUN 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Paul Kenneth Etchells as Director For For Management 1b Elect Timothy George Freshwater as For For Management Director 1c Elect Chien Lee as Director For For Management 1d Elect Zhuo Ping Zhang as Director For For Management 2 Approve PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Authorize Repurchase of Issued Share For For Management Capital 4 Approve Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: FEB 20, 2020 # 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 Lynn A. Dugle For For Management 1e Elect Director William A. Jeffrey For For Management 1f Elect Director David M. Kerko For For Management 1g Elect Director Thomas J. Lynch For For Management 1h Elect Director Yong Nam For For Management 1i Elect Director Daniel J. Phelan For For Management 1j Elect Director Abhijit Y. Talwalkar For For Management 1k Elect Director Mark C. Trudeau For For Management 1l Elect Director Dawn C. Willoughby For For Management 1m 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 Abhijit Y. Talwalkar as Member For For Management of Management Development and Compensation Committee 3c Elect Mark C. Trudeau as Member of For For Management Management Development and Compensation Committee 3d Elect Dawn C. Willoughby 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 27, 2019 5.2 Accept Statutory Financial Statements For For Management for Fiscal Year Ended September 27, 2019 5.3 Approve Consolidated Financial For For Management Statements for Fiscal Year Ended September 27, 2019 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 2020 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 27, 2019 12 Approve Declaration of Dividend For For Management 13 Amend Articles of Association Re: For For Management Authorized Capital 14 Approve Reduction of Share Capital For For Management 15 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TOYOTA INDUSTRIES CORP. Ticker: 6201 Security ID: J92628106 Meeting Date: JUN 09, 2020 Meeting Type: Annual Record Date: MAR 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Toyoda, Tetsuro For For Management 1.2 Elect Director Onishi, Akira For For Management 1.3 Elect Director Sasaki, Kazue For For Management 1.4 Elect Director Sasaki, Takuo For For Management 1.5 Elect Director Mizuno, Yojiro For For Management 1.6 Elect Director Ishizaki, Yuji For For Management 1.7 Elect Director Sumi, Shuzo For For Management 1.8 Elect Director Yamanishi, Kenichiro For For Management 1.9 Elect Director Kato, Mitsuhisa For For Management 2.1 Appoint Statutory Auditor Mizuno, For For Management Akihisa 2.2 Appoint Statutory Auditor Watanabe, For For Management Toru 3 Appoint Alternate Statutory Auditor For For Management Furusawa, Hitoshi 4 Approve Annual Bonus For For Management -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: OCT 11, 2019 Meeting Type: Special Record Date: SEP 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven D. Black For For Management 1b Elect Director Celeste A. Clark For For Management 1c Elect Director Theodore F. Craver, Jr. For For Management 1d Elect Director Wayne M. Hewett For For Management 1e Elect Director Donald M. James For For Management 1f Elect Director Maria R. Morris For For Management 1g Elect Director Charles H. Noski For For Management 1h Elect Director Richard B. Payne, Jr. For For Management 1i Elect Director Juan A. Pujadas For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Charles W. Scharf For For Management 1l Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 5 Report on Incentive-Based Compensation Against Against Shareholder and Risks of Material Losses 6 Report on Global Median Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION Ticker: WAB Security ID: 929740108 Meeting Date: MAY 15, 2020 Meeting Type: Annual Record Date: MAR 17, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rafael Santana For For Management 1.2 Elect Director Lee B. Foster, II For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Ernst & Young LLP as Auditors For For Management ========== END NPX REPORT

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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.

SOURCE CAPITAL, INC.
By:	/s/ J. Richard Atwood
	J. Richard Atwood
	President
Date:	August 7, 2020

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