UNITED STATES
SECURTITIES 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: 811-179
Central Securities Corporation
(Exact name of Registrant as specified in charter)
630 Fifth Avenue, Eighth Floor
New York, New York 10111
(Address of principal executive offices)
Registrant’s telephone number: 212-698-2020
Date of fiscal year end: December 31
Date of reporting period: July 1, 2013 - June 30, 2014
| Issuer: Freeport-McMoRan Copper & Gold | CUSIP: 35671D857 |
Ticker: FCX
Meeting Date: 7/16/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Richard C. Adkerson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Robert J. Allison as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Alan R. Buckwalter, III as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Robert A. Day as a director of the company. | Management | FOR | FOR |
| 1-05. Election of James C. Flores as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Gerald J. Ford as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Thomas A. Fry, III as a director of the company. | Management | FOR | FOR |
| 1-08. Election of H. Devon Graham as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Charles C. Krulak as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Bobby Lee Lackey as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Jon C. Madonna as a director of the company. | Management | FOR | FOR |
| 1-12. Election of Dustan E. McCoy as a director of the company. | Management | FOR | FOR |
| 1-13. Election of James R. Moffett as a director of the company. | Management | FOR | FOR |
| 1-14. Election of B.M. Rankin, Jr. as a director of the company. | Management | FOR | FOR |
| 1-15. Election of Stephen H. Siegele as a director of the company. | Management | FOR | FOR |
| 2. Approval, on an advisory basis, of the compensation of executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of Ernst & Young LLP as independent registered accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal re: the selection of a candidate with environmental expertise to be recommended for election to the Board of Directors. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: the requirement that the Chairman of the Board of Directors be an independent member of the Board of Directors | Stockholder | Against | FOR |
| 6. Stockholder proposal re: the adoption by the Board of Directors of a policy on board diversity. | Stockholder | Against | FOR |
| 7. Stockholder proposal re: the amendment of bylaws to permit stockholders holding 15% of outstanding stock to call a special meeting of stockholders. | Stockholder | Against | FOR |
| Issuer: Flextronics International, Ltd. | CUSIP: Y2573F102 |
Ticker: FLEX
Meeting Date: 7/29/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Re-election of Mr. H. Raymond Bingham as a director of Flextronics. | Management | FOR | FOR |
| 1-02. Re-election of Dr. Willy C. Shih as a director of Flextronics. | Management | FOR | FOR |
| 2. Re-appointment of Mr. Lawrence A. Zimmerman as a director of Flextronics. | Management | FOR | FOR |
| 3. To approve the re-appointment of Deloitte & Touche LLP as Flextronics’s independent auditors for the 2014 fiscal year and to authorize the board of directors to fix its remuneration. | Management | FOR | FOR |
| 4. To approve a general authorization for the directors of Flextronics to allot and issue ordinary shares. | Management | FOR | FOR |
| 5. Non-binding, advisory resolution, to approve the compensation of named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, set forth in “Compensation Discussion and Analysis” and in the compensation tables and the accompanying narrative disclosure under “Executive Compensation” in proxy statement relating to its 2013 annual general meeting. | Management | FOR | FOR |
| 6. To approve a resolution permitting non-employee directors to receive compensation in cash or shares of Flextronics’s stock, at each director’s discretion. | Management | FOR | FOR |
| S1. Extraordinary general meeting proposal: to approve the renewal of the share purchase mandate relating to acquisitions by Flextronics of its own issued ordinary shares. | Management | FOR | FOR |
| Issuer: Primus Telecommunications Group, Inc. | CUSIP: 741929301 |
Ticker: PTGI
Meeting Date: 7/17/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1. Sale proposal: to approve the sale of the North America retail telecommunications operations in the United States and Canada, as contemplated by the equity purchase agreement by and among Primus Telecommunications Group, Incorporated (PTGI) and certain of its subsidiaries and PTUS, Inc. and PRCAN, Inc. dated as of May 10, 2013 and described in the proxy statement. | Management | FOR | FOR |
| 2. Transaction-related compensation arrangements proposal” to approve, on a non-binding advisory basis, the payment of certain compensation to the named executive officers of PTGI in connection with the sale transaction, as described in the proxy statement. | Management | FOR | FOR |
| Issuer: Vodafone Group PLC | CUSIP: 92857W209 |
Ticker: VOD
Meeting Date: 7/23/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1. To receive the Company’s accounts and reports of the directors and the auditor for the year ended 31 March 2013. | Management | FOR | FOR |
| 2. To re-elect Gerard Kleisterlee as a director. | Management | FOR | FOR |
| 3. To re-elect Vittorio Colao as a director. | Management | FOR | FOR |
| 4. To re-elect Andy Halford as a director. | Management | FOR | FOR |
| 5. To re-elect Stephen Pusey as a director. | Management | FOR | FOR |
| 6. To re-elect Renee James as a director. | Management | FOR | FOR |
| 7. To re-elect Alan Jebson as a director. | Management | FOR | FOR |
| 8. To re-elect Samuel Jonah as a director. | Management | FOR | FOR |
| 9. To re-elect Omid Kordestani as a director. | Management | FOR | FOR |
| 10. To re-elect Nick Land as a director. | Management | FOR | FOR |
| 11. To re-elect Anne Lauvergeon as a director. | Management | FOR | FOR |
| 12. To re-elect Luc Vandevelde as a director. | Management | FOR | FOR |
| 13. To re-elect Anthony Watson as a director. | Management | FOR | FOR |
| 14. To re-elect Philip Yea as a director. | Management | FOR | FOR |
| 15. To approve a dividend of 6.92 pence per ordinary share. | Management | FOR | FOR |
| 16. To approve the remuneration report of the board for the year ended 31 March 2013. | Management | FOR | FOR |
| 17. To re-appoint Deloitte LLP as auditor. | Management | FOR | FOR |
| 18. To authorize the directors to allot shares. | Management | FOR | FOR |
| 19. To authorize the directors to dis-apply pre-emption rights. | Management | FOR | FOR |
| 20. To authorize the Company to purchase its own shares (section 701, Companies Act 2006). | Management | FOR | FOR |
| 21. To authorize political donations and expenditure. | Management | FOR | FOR |
| 22. To authorize the calling of a general meeting other than an Annual Meeting on not less than 14 clear days’ notice. | Management | FOR | FOR |
| Issuer: Medtronic, Inc. | CUSIP: 585055106 |
Ticker: MDT
Meeting Date: 8/22/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Richard H. Anderson as a director. | Management | FOR | FOR |
| 1-02. Election of Scott C. Donnelly as a director. | Management | FOR | FOR |
| 1-03. Election of Victor J. Dazu, M.D. as a director. | Management | FOR | FOR |
| 1-04. Election of Omar Ishak as a director. | Management | FOR | FOR |
| 1-05. Election of Shirley Ann Jackson Ph.D. as a director. | Management | FOR | FOR |
| 1-06. Election of Michael O. Leavitt as a director. | Management | FOR | FOR |
| 1-07. Election of James T. Lenehan as a director. | Management | FOR | FOR |
| 1-08. Election of Denise M. O’Leary as a director. | Management | FOR | FOR |
| 1-09. Election of Kendall J. Powell as a director. | Management | FOR | FOR |
| 1-10. Election of Robert C. Pozen as a director. | Management | FOR | FOR |
| 1-11. Election of Preetha Reddy as a director. | Management | FOR | FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. To approve, in a non-binding advisory vote, named executive compensation (a “Say-on-Pay” vote). | Management | FOR | FOR |
| 4. To approve the Medtronic, Inc. 2013 Stock Award and Incentive Plan. | Management | FOR | FOR |
| 5. To amend and restate the Company’s Articles of Incorporation to provide that directors will be elected by a majority vote in uncontested elections. | Management | FOR | FOR |
| 6. To amend and restate the Company’s Articles of Incorporation to allow changes to the size of the Board of Directors upon the affirmative vote of a simple majority of shares. | Management | FOR | FOR |
| 7. To amend and restate the Company’s Articles of Incorporation to allow removal of a director upon the affirmative vote of a simple majority. | Management | FOR | FOR |
| 8. To amend and restate the Company’s Articles of Incorporation to allow amendments to Section 5.3 of Article 5 upon the affirmative vote of a simple majority of shares. | Management | FOR | FOR |
| 9. To amend and restate the Company’s Articles of Incorporation to eliminate the “fair price provision”. | Management | FOR | FOR |
| Issuer: RadiSys Corporation | CUSIP: 740549109 |
Ticker: RSYS
Meeting Date: 9/4/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of C. Scott Gibson as a director. | Management | FOR | FOR |
| 1-02. Election of Brian Bronson as a director. | Management | FOR | FOR |
| 1-03. Election of Hubert de Pesquidoux as a director. | Management | FOR | FOR |
| 1-04. Election of Kevin C. Melia as a director. | Management | FOR | FOR |
| 1-05. Election of David Nierenberg as a director. | Management | FOR | FOR |
| 1-06. Election of M. Niel Ransom as a director. | Management | FOR | FOR |
| 1-07. Election of Lorene K. Steffes as a director. | Management | FOR | FOR |
| 1-08. Election of Vincent H. Tobkin as a director. | Management | FOR | FOR |
| 2. Advisory vote to approve compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the company’s independent public accounting firm. | Management | FOR | FOR |
| 4. Approval of an amendment to the RadiSys Corporation 2007 stock plan. | Management | FOR | FOR |
| 5. Approval of an amendment to the RadiSys Corporation 1996 employee stock purchase plan. | Management | FOR | FOR |
|
Issuer: Oracle Corporation |
CUSIP: 68389X105 |
Ticker: ORCL
Meeting Date: 10/31/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Jeffrey S. Berg as a director. | Management | FOR | FOR |
| 1-02. Election of H. Raymond Bingham as a director. | Management | FOR | FOR |
| 1-03. Election of Michael J. Boskin as a director. | Management | FOR | FOR |
| 1-04. Election of Safra A Catz as a director. | Management | FOR | FOR |
| 1-05. Election of Bruce R. Chizen as a director. | Management | FOR | FOR |
| 1-06. Election of George H. Conrades as a director. | Management | FOR | FOR |
| 1-07. Election of Lawrence J. Ellison as a director. | Management | FOR | FOR |
| 1-08. Election of Hector Garcia-Molina as a director. | Management | FOR | FOR |
| 1-09. Election of Jeffrey O. Henley as a director. | Management | FOR | FOR |
| 1-10. Election of Mark V. Hurd as a director. | Management | FOR | FOR |
| 1-11. Election of Naomi O. Seligman as a director. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | Against | Against |
| 3. Approval of the long-term equity incentive plan. | Management | FOR | FOR |
| 4. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2014. | Management | FOR | FOR |
| 5. Stockholder proposal regarding establishing a board committee on human rights. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding independent board chairman. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding vote tabulation. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding multiple performance metrics. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding quantifiable performance metrics. | Stockholder | Against | FOR |
| Issuer: Coach, Inc. | CUSIP: 189754104 |
Ticker: COH
Meeting Date: 11/7/2013
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Lew Frankfort as a director. | Management | FOR | FOR |
| 1-02. Election of Susan Kropf as a director. | Management | FOR | FOR |
| 1-03. Election of Gary Loveman as a director. | Management | FOR | FOR |
| 1-04. Election of Victor Luis as a director. | Management | FOR | FOR |
| 1-05. Election of Ivan Menezes as a director. | Management | FOR | FOR |
| 1-06. Election of Irene Miller as a director. | Management | FOR | FOR |
| 1-07. Election of Michael Murphy as a director. | Management | FOR | FOR |
| 1-08. Election of Stephanie Tilenius as a director. | Management | FOR | FOR |
| 1-09. Election of Jide Zeitlin as a director. | Management | FOR | FOR |
| 2. Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2014. | Management | FOR | FOR |
| 3. Approval, on a non-binding advisory basis, of the company’s executive compensation as disclosed in the proxy statement for the 2013 annual meeting. | Management | FOR | FOR |
| 4. Approval of the Coach, Inc. 2013 performance-based annual incentive plan. | Management | FOR | FOR
|
| Issuer: Walgreen Co. | CUSIP: 931422109 |
Ticker: WAG
Meeting Date: 1/8/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Janice M. Babiak as a director. | Management | FOR | FOR |
| 1-02. Election of David J. Brailer as a director. | Management | FOR | FOR |
| 1-03. Election of Steven A. Davis as a director. | Management | FOR | FOR |
| 1-04. Election of William C. Foote as a director. | Management | FOR | FOR |
| 1-05. Election of Mark P. Frissora as a director. | Management | FOR | FOR |
| 1-06. Election of Ginger L. Graham as a director. | Management | FOR | FOR |
| 1-07. Election of Alan G. McNally as a director. | Management | FOR | FOR |
| 1-08. Election of Dominic P. Murphy as a director. | Management | FOR | FOR |
| 1-09. Election of Stefano Pessina as a director. | Management | FOR | FOR |
| 1-10. Election of Schlichting as a director. | Management | FOR | FOR |
| 1-11. Election of Alajandro Silva as a director. | Management | FOR | FOR |
| 1-12. Election of James A. Skinner as a director. | Management | FOR | FOR |
| 1-13. Election of Gregory D. Wasson as a director. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Ratify the appointment of Deloitte & Touche LLP as Walgreen Co.’s independent public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal regarding an executive equity retention policy. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding proxy access. | Stockholder | Against | FOR |
| Issuer: Vodafone Group Plc | CUSIP: 92857W209 |
Ticker: VOD
Meeting Date: 1/28/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| C1. For the court meeting scheme. | Management | FOR | FOR |
| G1. To approve the Verizon Wireless transaction and the Vodafone Italy transaction. | Management | FOR | FOR |
| G2. To approve the new articles of association, the capital reductions, the return of value and the share consolidation and certain related matters pursuant to the scheme. | Management | FOR | FOR |
| G3. To authorize the company to purchase its own shares. | Management | FOR | FOR |
| G4. To authorize the directors to take all necessary steps and appropriate actions in relation to resolutions 1-3. | Management | FOR | FOR |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 2/11/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1. To approve an amendment to the company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock of the company from 22,000,000 to 26,000,000 shares. | Management | FOR | FOR |
| Issuer: Coherent, Inc. | CUSIP: 192479103 |
Ticker: COHR
Meeting Date: 2/26/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of John R. Ambroseo as a director. | Management | FOR | FOR |
| 1-02. Election of Jay T. Flatley as a director. | Management | FOR | FOR |
| 1-03. Election of Susan M. James as a director. | Management | FOR | FOR |
| 1-04. Election of L. William Krause as a director. | Management | FOR | FOR |
| 1-05. Election of Garry W. Rogerson as a director. | Management | FOR | FOR |
| 1-06. Election of Steve Skaggs as a director. | Management | FOR | FOR |
| 1-07. Election of Sandeep Vij as a director. | Management | FOR | FOR |
| 2. Ratify the appointment of Deloitte & Touche LLP as Coherent Inc. independent public accounting firm for the fiscal year ending September 27, 2014. | Management | FOR | FOR |
| 3. Advisory vote to approve executive officer compensation. | Management | FOR | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
Ticker: ADI
Meeting Date: 3/12/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1A. Election of Ray Stata as a director. | Management | FOR | FOR |
| 1B. Election of Vincent T. Roche as a director. | Management | FOR | FOR |
| 1C. Election of Richard M. Beyer as a director. | Management | FOR | FOR |
| 1D. Election of James A. Champy as a director. | Management | FOR | FOR |
| 1E. Election of John C. Hodgson as a director. | Management | FOR | FOR |
| 1F. Election of Yves-Andre Istel as a director. | Management | FOR | FOR |
| 1G. Election of Neil Novich as a director. | Management | FOR | FOR |
| 1H. Election of F. Grant Saviers as a director. | Management | FOR | FOR |
| 1I. Election of Kenton J. Sicchitano as a director. | Management | FOR | FOR |
| 1J. Election of Lisa T. Su as a director. | Management | FOR | FOR |
| 2. To approve, by non-binding “say-on-pay” vote, the compensation of the named executive officers, as described in the compensation discussion and analysis. | Management | FOR | FOR |
| 3. To approve the amended and restated Analog Devices, Inc. 2006 stock incentive plan. | Management | FOR | FOR |
| 4. To ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the 2014 fiscal year. | Management | FOR | FOR |
| Issuer: Agilent Technologies, Inc. | CUSIP: 00846U101 |
Ticker: A
Meeting Date: 3/19/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1.1. Election of Heidi Fields as a director. | Management | FOR | FOR |
| 1.2. Election of A. Barry Rand as a director. | Management | FOR | FOR |
| 2. To ratify the audit and finance committee’s appointment of PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. To re-approve the performance goals under Agilent’s 2009 stock plan. | Management | FOR | FOR |
| 4. To approve the compensation of Agilent’s named executive officers. | Management | FOR | FOR |
|
Issuer: The Bank of New York Mellon Corporation |
CUSIP: 064058100 |
Ticker: BK
Meeting Date: 4/8/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Ruth E. Bruch as a director. | Management | FOR | FOR |
| 1b. Election of Nicholas M. Donofrio as a director. | Management | FOR | FOR |
| 1c. Election of Jeffrey A. Goldstein as a director. | Management | FOR | FOR |
| 1d. Election of Gerald L. Hassell as a director. | Management | FOR | FOR |
| 1e. Election of Edmund F. Kelly as a director. | Management | FOR | FOR |
| 1f. Election of Richard J. Kogan as a director. | Management | FOR | FOR |
| 1g. Election of Michael J. Kowalski as a director. | Management | FOR | FOR |
| 1h. Election of John A. Luke, Jr. as a director. | Management | FOR | FOR |
| 1i. Election of Mark A. Nordenberg as a director. | Management | FOR | FOR |
| 1j. Election of Catherine A. Rein as a director. | Management | FOR | FOR |
| 1k. Election of William C. Richardson as a director. | Management | FOR | FOR |
| 1l. Election of Samuel C. Scott III as a director. | Management | FOR | FOR |
| 1m. Election of Wesley W. von Schack as a director. | Management | FOR | FOR |
| 2. Advisory resolution to approve the 2013 compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of KPMG LLP as independent auditor for 2014. | Management | FOR | FOR |
| 4. Approval of the Amended and Restated Long-Term Incentive Plan of the Bank of New York Mellon Corporation. | Management | FOR | FOR |
| 5. Stockholder proposal regarding an Independent Chair. | Stockholder | Against | FOR |
| Issuer: General Electric Company | CUSIP: 369604103 |
Ticker: GE
Meeting Date: 4/23/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| A1. Election of W. Geoffrey Beattie as a director. | Management | FOR | FOR |
| A2. Election of John J. Brennan as a director. | Management | FOR | FOR |
| A3. Election of James I. Cash, Jr. as a director. | Management | FOR | FOR |
| A4. Election of Francisco D’ Souza as a director. | Management | FOR | FOR |
| A5. Election of Marijn E. Dekkers as a director. | Management | FOR | FOR |
| A6. Election of Ann M. Fudge as a director. | Management | FOR | FOR |
| A7. Election of Susan J. Hockfield as a director. | Management | FOR | FOR |
| A8. Election of Jeffrey R. Immelt as a director. | Management | FOR | FOR |
| A9. Election of Andrea Jung as a director. | Management | FOR | FOR |
| A10. Election of Robert W. Lane as a director. | Management | FOR | FOR |
| A11. Election of Rochelle B. Lazarus as a director. | Management | FOR | FOR |
| A12. Election of James J. Mulva as a director. | Management | FOR | FOR |
| A13. Election of James E. Rohr as a director. | Management | FOR | FOR |
| A14. Election of Mary L. Shapiro as a director. | Management | FOR | FOR |
| A15. Election of Robert J. Swieringa as a director. | Management | FOR | FOR |
| A16. Election of James S. Tisch as a director. | Management | FOR | FOR |
| A17. Election of Douglas A. Warner III as a director. | Management | FOR | FOR |
| B1. Advisory approval of named executives’ compensation. | Management | FOR | FOR |
| B2. Ratification of selection of independent auditor for 2014. | Management | FOR | FOR |
| C1. Stockholder voting regarding cumulative voting. | Management | FOR | FOR |
| C2. Stockholder proposal regarding senior executives holding option shares for life. | Stockholder | Against | FOR |
| C3. Stockholder proposal regarding multiple candidate elections. | Stockholder | Against | FOR |
| C4. Stockholder proposal regarding the right to act by written consent. | Stockholder | Against | FOR |
| C5. Stockholder proposal regarding cessation of all stock option and bonuses. | Stockholder | Against | FOR |
| C6. Stockholder proposal to sell the company. | Stockholder | Against | FOR |
|
Issuer: Capital One Financial Corporation |
CUSIP: 14040H105 |
Ticker: COF
Meeting Date: 5/1/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Richard D. Fairbank as a director. | Management | FOR | FOR |
| 1b. Election of Patrick W. Gross as a director. | Management | FOR | FOR |
| 1c. Election of Ann Fritz Hackett as a director. | Management | FOR | FOR |
| 1d. Election of Lewis Hay, III as a director. | Management | FOR | FOR |
| 1e. Election of Benjamin P. Jenkins, III as a director. | Management | FOR | FOR |
| 1f. Election of Pierre E. Leroy as a director. | Management | FOR | FOR |
| 1g. Election of Peter E. Raskind as a director. | Management | FOR | FOR |
| 1h. Election of Mayo A. Shattuck III as a director. | Management | FOR | FOR |
| 1i. Election of Bradford H. Warner as a director. | Management | FOR | FOR |
| 1j. Election of Catherine G. West as a director. | Management | FOR | FOR |
| 2. Ratification of the selection of Ernst & Young LLP as independent auditors of Capital One for 2014. | Management | FOR | FOR |
| 3. Approval of Capital One’s Third Amended and Restated 2004 Stock Incentive Plan. | Management | FOR | FOR |
| 4. Advisory approval of Capital One’s 2013 named executive officer compensation. | Management | FOR | FOR |
| 5. Approval of amendments to Capital One’s restated Certificate of Incorporation to remove supermajority voting standards applicable to the following actions: | |||
| 5a. Future amendments to the Amended and Restated Bylaws and the Restated Certificate of Incorporation. | Management | FOR | FOR |
| 5b. Removing any director from office. | Management | FOR | FOR |
| 5c. Certain business combinations. | Management | FOR | FOR |
| 6. Stockholder proposal regarding an independent board chairman, if presented at the meeting. | Stockholder | Against | FOR |
| Issuer: Alleghany Corporation |
CUSIP: 017175100 |
Ticker: Y
Meeting Date: 4/25/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1A. Election of Rex D. Adams as a director. | Management | FOR | FOR |
| 1B. Election of Ian H. Chippendale as a director. | Management | FOR | FOR |
| 1C. Election of Weston M. Hicks as a director. | Management | FOR | FOR |
| 1D. Election of Jefferson W. Kirby as a director. | Management | FOR | FOR |
| 2. Ratification of the selection of Ernst & Young LLP as Alleghany Corporation’s independent registered public accounting firm for the year 2014. | Management | FOR | FOR |
| 3. Say-on-pay: Advisory vote to approve the compensation of the named executive officers of Alleghany Corporation. | Management | FOR | FOR |
| Issuer: Citigroup Inc. | CUSIP: 172967424 |
Ticker: C
Meeting Date: 4/22/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Michael L. Corbat as a director. | Management | FOR | FOR |
| 1b. Election of Duncan P. Hennes as a director. | Management | FOR | FOR |
| 1c. Election of Franz B. Humer as a director. | Management | FOR | FOR |
| 1d. Election of Eugene M. McQuade as a director. | Management | FOR | FOR |
| 1e. Election of Michael E. O’Neill as a director. | Management | FOR | FOR |
| 1f. Election of Gary M. Reiner as a director. | Management | FOR | FOR |
| 1g. Election of Judith Rodin as a director. | Management | FOR | FOR |
| 1h. Election of Robert L. Ryan as a director. | Management | FOR | FOR |
| 1i. Election of Anthony M. Santomero as a director. | Management | FOR | FOR |
| 1j. Election of Joan E. Spero as a director. | Management | FOR | FOR |
| 1k. Election of Diana L. Taylor as a director. | Management | FOR | FOR |
| 1l. Election of William S. Thompson, Jr. as a director. | Management | FOR | FOR |
| 1m. Election of James S. Turley as a director. | Management | FOR | FOR |
| 1n. Election of Ernesto Zedillo Ponce de Leon as a director. | Management | FOR | FOR |
| 2. Ratification of the selection of KPMG LLP as Citi’s independent registered public accounting firm for 2014. | Management | FOR | FOR |
| 3. Advisory proposal of Citi’s 2013 executive compensation. | Management | FOR | FOR |
| 4. Approval of the Citigroup 2014 Stock Incentive Plan. | Management | FOR | FOR |
| 5. Stockholder proposal requesting that executives retain a significant portion of their stock until reaching normal retirement age. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting that the Board institute a policy to make it more practical to deny indemnification for Directors. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting proxy access for shareholders. | Stockholder | Against | FOR |
|
Issuer: eBay Inc. |
CUSIP: 278642103 |
Ticker: EBAY
Meeting Date: 5/13/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Fred D. Anderson as a director. | Management | FOR | FOR |
| 1b. Election of Edward W. Barnholt as a director. | Management | FOR | FOR |
| 1c. Election of Scott D. Cook as a director. | Management | FOR | FOR |
| 1d. Election of John J. Donahoe as a director. | Management | FOR | FOR |
| 2. To approve, on an advisory basis, the compensation of named executive officers. | Management | FOR | FOR |
| 3. To approve the amendment and restatement of the 2008 equity incentive award plan. | Management | FOR | FOR |
| 4. To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2014. | Management | FOR | FOR |
| 5. Stockholder proposal submitted by John Chevedden regarding stockholder action by written consent without a meeting. | Stockholder | Against | FOR |
| 6. Stockholder proposal submitted by the Icahn Group recommending that eBay engage an investment banking firm to effectuate a spin-off of the payments segment (referred to as Paypal) into a separately traded company. | Stockholder | FOR | Against |
|
Issuer: International Business Machines Corporation |
CUSIP: 459200101 |
Ticker: IBM
Meeting Date: 4/29/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of A.J. Belda as a director. | Management | FOR | FOR |
| 1b. Election of W.R. Brody as a director. | Management | FOR | FOR |
| 1c. Election of K.I. Chenault as a director. | Management | FOR | FOR |
| 1d. Election of M.L. Eskew as a director. | Management | FOR | FOR |
| 1e. Election of D.N. Farr as a director. | Management | FOR | FOR |
| 1f. Election of S.A. Jackson as a director. | Management | FOR | FOR |
| 1g. Election of A.N. Liveris as a director. | Management | FOR | FOR |
| 1h. Election of W.J. McNerney, Jr. as a director. | Management | FOR | FOR |
| 1i. Election of J.W.Owens as a director. | Management | FOR | FOR |
| 1j. Election of V.M. Rometty as a director. | Management | FOR | FOR |
| 1k. Election of J.E. Spero as a director. | Management | FOR | FOR |
| 1l. Election of S. Taurel as a director. | Management | FOR | FOR |
| 1m. Election of L.H. Zambrano as a director. | Management | FOR | FOR |
| 2. Ratification of the appointment of independent registered accounting firm. | Management | FOR | FOR |
| 3. Advisory vote on executive compensation. | Management | FOR | FOR |
| 4. Approval of long-term incentive performance terms for certain executives pursuant to Section 162(m) of the Internal Revenue Code. | Management | FOR | FOR |
| 5. Adoption of the IBM 2014 Employees Stock Purchase Plan. | Management | FOR | FOR |
| 6. Stockholder proposal for disclosure of lobbying policies and practices | Stockholder | Against | FOR |
| 7. Stockholder proposal on the Right to Act by written consent. | Stockholder | Against | FOR |
| 8. Stockholder proposal to limit accelerated executive pay. | Stockholder | Against | FOR |
| Issuer: Murphy Oil Corporation | CUSIP: 626717102 |
Ticker: MUR
Meeting Date: 5/14/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of F.W. Blue as a director. | Management | FOR | FOR |
| 1b. Election of T.J. Collins as a director. | Management | FOR | FOR |
| 1c. Election of S.A. Cosse as a director. | Management | FOR | FOR |
| 1d. Election of C.P. Deming as a director. | Management | FOR | FOR |
| 1e. Election of R.W. Jenkins as a director. | Management | FOR | FOR |
| 1f. Election of J.V. Kelley as a director. | Management | FOR | FOR |
| 1g. Election of W. Mirosh as a director. | Management | FOR | FOR |
| 1h. Election of R.M. Murphy as a director. | Management | FOR | FOR |
| 1i. Election of J.W. Nolan as a director. | Management | FOR | FOR |
| 1j. Election of N.E. Schmale as a director. | Management | FOR | FOR |
| 1k. Election of C.G. Theus as a director. | Management | FOR | FOR |
| 2. Advisory vote on executive compensation. | Management | FOR | FOR |
| 3. Approve the appointment of KPMG LLP as independent registered public accounting firm for 2014. | Management | FOR | FOR |
| Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
Ticker: MSI
Meeting Date: 5/5/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Gregory Q. Brown as a director. | Management | FOR | FOR |
| 1b. Election of Kenneth C. Dahlberg as a director. | Management | FOR | FOR |
| 1c. Election of David W. Dorman as a director. | Management | FOR | FOR |
| 1d. Election of Michael V. Hayden as a director. | Management | FOR | FOR |
| 1e. Election of Judy C. Lewent as a director. | Management | FOR | FOR |
| 1f. Election of Anne R. Pramaggiore as a director. | Management | FOR | FOR |
| 1g. Election of Samuel C. Scott, III as a director. | Management | FOR | FOR |
| 1h. Election of Bradley E. Singer as a director. | Management | FOR | FOR |
| 2. Advisory approval of the company’s executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the company’s independent registered accounting firm for 2014. | Management | FOR | FOR |
| 4. Stockholder proposal re: human rights policy. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: political contribution disclosure. | Stockholder | Against | FOR |
| Issuer: Murphy USA Inc. | CUSIP: 626755102 |
Ticker: MUSA
Meeting Date: 5/7/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of C.P. Demming as a director. | Management | FOR | FOR |
| 1b. Election of T.M. Gattle, Jr. as a director. | Management | FOR | FOR |
| 1c. Election of J.T. Taylor as a director. | Management | FOR | FOR |
| 2. Approval of executive compensation on an advisory, non-binding basis. | Management | FOR | FOR |
| 3. To determine the frequency of executive compensation votes, on an advisory, non-binding basis. | Management | FOR | FOR |
| 4. Approval of performance criteria under the Murphy USA Inc. 2013 long-term incentive plan, as amended and restated effective as of February 12, 2014. | Management | FOR | FOR |
| 5. Approval of performance criteria under the Murphy USA Inc. 2013 annual incentive plan, as amended and restated effective as of February 12, 2014. | Management | FOR | FOR |
| 6. Ratification of the action of the audit committee of the board of directors in appointing KPMG LLP as the company’s independent registered public accounting firm for 2014. | Management | FOR | FOR |
| Issuer: Leggett & Platt, Incorporated | CUSIP: 524660107 |
Ticker: LEG
Meeting Date: 5/7/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1A. Election of Robert E. Brunner as a director. | Management | FOR | FOR |
| 1B. Election of Ralph W. Clark as a director. | Management | FOR | FOR |
| 1C. Election of Robert G. Culp, III as a director. | Management | FOR | FOR |
| 1D. Election of r. Ted Enloe, III as a director. | Management | FOR | FOR |
| 1E. Election of Richard T. Fisher as a director. | Management | FOR | FOR |
| 1F. Election of Matthew C. Flanigan as a director. | Management | FOR | FOR |
| 1G. Election of Karl G. Glassman as a director. | Management | FOR | FOR |
| 1H. Election of David S. Haffner as a director. | Management | FOR | FOR |
| 1I. Election of Joseph W. McClanathan as a director. | Management | FOR | FOR |
| 1J. Election of Judy C. Odom as a director. | Management | FOR | FOR |
| 1K. Election of Phoebe A. Wood as a director. | Management | FOR | FOR |
| 2. Ratification of the audit selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. An advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 4. Approval of the 2014 key officers’ incentive plan. | Management | FOR | FOR |
| 5. Stockholder proposal requesting the addition of sexual orientation and gender identity to the written non-discrimination policy. | Stockholder | Against | FOR |
| Issuer: QEP Resources, Inc. | CUSIP: 74733V100 |
Ticker: QEP
Meeting Date: 5/13/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Robert F. Heinemann as a director. | Management | FOR | FOR |
| 1-02. Election of Robert E. McKee as a director. | Management | FOR | FOR |
| 1-03. Election of David A. Trice as a director. | Management | FOR | FOR |
| 2. To approve, by non-binding advisory vote, the company’s executive compensation plan. | Management | FOR | FOR |
| 3. To ratify the appointment of PricewaterhouseCoopers LLP for fiscal 2014. | Management | FOR | FOR |
4. To approve a non-binding shareholder proposal regarding declassification of the board.
|
Management | FOR | FOR |
| Issuer: GeoMet, Inc. | CUSIP: 8360U300 |
Ticker: GMETP
Meeting Date: 5/5/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1. To authorize the sale by GeoMet, Inc. of substantially all of its assets pursuant to the Asset Purchase Agreement, dated February 13, 2014, by and among GeoMet, Inc., GeoMet Operating Company, Inc. and GeoMet Gathering Company, LLC as Sellers, and ARP Mountaineer Production, LLC, as Buyer, and, for the sole purpose of Section 7.21 of the Asset Purchase Agreement, Atlas Resource Partners, L.P. | Management | FOR | FOR |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 4/30/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Bruce Bruckmann as a director. | Management | FOR | FOR |
| 1-02. Election of Carmine Falcone as a director. | Management | FOR | FOR |
| 1-03. Election of Robert W. Willmschen, Jr. as a director. | Management | FOR | FOR |
| 2. To ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year 2014. | Management | FOR | FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2013, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K. | Management | FOR | FOR |
| 4. To approve the Heritage-Crystal Clean, Inc. performance-based annual incentive plan for purposes of complying with the requirements of Section 162(m) of the internal revenue code. | Management | FOR | FOR |
| 5. To approve an amendment to the Heritage-Crystal Clean, Inc. employee stock purchase plan of 2008 to increase the number of shares available under the plan by 125,000. | Management | FOR | FOR |
| 6. To approve an amendment to the amended and restated bylaws of Heritage-Crystal Clean, Inc. to adopt Delaware as the exclusive forum for certain legal actions. | Management | FOR | FOR |
| Issuer: Intel Corporation | CUSIP: 458140100 |
Ticker: INTC
Meeting Date: 5/22/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1A. Election of Charlene Barshefsky as a director. | Management | FOR | FOR |
| 1B. Election of Andy D. Bryant as a director. | Management | FOR | FOR |
| 1C. Election of Susan L. Decker as a director. | Management | FOR | FOR |
| 1D. Election of John J. Donahoe as a director. | Management | FOR | FOR |
| 1E. Election of Reed E. Hundt as a director. | Management | FOR | FOR |
| 1F. Election of Brian M. Krzanich as a director. | Management | FOR | FOR |
| 1G. Election of James D. Plummer as a director. | Management | FOR | FOR |
| 1H. Election of David S. Pottruck as a director. | Management | FOR | FOR |
| 1I. Election of Frank D. Yeary as a director. | Management | FOR | FOR |
| 1J. Election of David B. Yoffie as a director. | Management | FOR | FOR |
| 2. To ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the current year. | Management | FOR | FOR |
| 3. Advisory to approve executive compensation. | Management | FOR | FOR |
| Issuer: Encana Corporation | CUSIP: S15996010 |
Ticker: ECA
Meeting Date: 5/13/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Peter A. Dea as a director. | Management | FOR | FOR |
| 1-02. Election of Claire S. Farley as a director. | Management | FOR | FOR |
| 1-03. Election of Fred J. Fowler as a director. | Management | FOR | FOR |
| 1-04. Election of Suzanne P. Nimocks as a director. | Management | FOR | FOR |
| 1-05. Election of Jane L. Peverett as a director. | Management | FOR | FOR |
| 1-06. Election of Brian G. Shaw as a director. | Management | FOR | FOR |
| 1-07. Election of Douglas J. Suttles as a director. | Management | FOR | FOR |
| 1-08. Election of Bruce G. Waterman as a director. | Management | FOR | FOR |
| 1-09. Election of Clayton H. Woitas as a director. | Management | FOR | FOR |
| 2. To appoint PricewaterhouseCoopers LLP as auditor at a remuneration to be fixed by the board of directors. | Management | FOR | FOR |
| 3. Advisory vote approving the Corporation’s approach to executive compensation. | Management | FOR | FOR |
| 4. Confirmation of amendments to the Corporation’s by law No. 1. | Management | FOR | FOR |
| Issuer: Cameco Corporation | CUSIP: 13321L108 |
Ticker: CCJ
Meeting Date: 5/28/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Ian Bruce as a director. | Management | FOR | FOR |
| 1-02. Election of Daniel Camus as a director. | Management | FOR | FOR |
| 1-03. Election of John Clappison as a director. | Management | FOR | FOR |
| 1-04. Election of Joe Colvin as a director. | Management | FOR | FOR |
| 1-05. Election of James Curtiss as a director. | Management | FOR | FOR |
| 1-06. Election of Donald Deranger as a director. | Management | FOR | FOR |
| 1-07. Election of Catherine Gignac as a director. | Management | FOR | FOR |
| 1-08. Election of Tim Gitzel as a director. | Management | FOR | FOR |
| 1-09. Election of James Gowans as a director. | Management | FOR | FOR |
| 1-10. Election of Nancy Hopkins as a director. | Management | FOR | FOR |
| 1-11. Election of Anne McLellan as a director. | Management | FOR | FOR |
| 1-12. Election of Neil McMillan as a director. | Management | FOR | FOR |
| 1-13. Election of Victor Zaleschuk as a director. | Management | FOR | FOR |
| 2. To appoint KPMG LLP as auditors. | Management | FOR | FOR |
| 3. Advisory vote approving the Corporation’s approach to executive compensation disclosed in Cameco’s management proxy circular. | Management | FOR | FOR |
| 4. Confirmation of amendments to the Corporation’s by law No. 7. | Management | FOR | FOR |
| Issuer: Ceva, Inc. | CUSIP: 157210105 |
Ticker: CEVA
Meeting Date: 5/19/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Eliyahu Ayalon as a director. | Management | FOR | FOR |
| 1-02. Election of Zvi Limon as a director. | Management | FOR | FOR |
| 1-03. Election of Bruce A. Mann as a director. | Management | FOR | FOR |
| 1-04. Election of Peter McManamon as a director. | Management | FOR | FOR |
| 1-05. Election of Sven-Christer Nilsson as a director. | Management | FOR | FOR |
| 1-06. Election of Louis Silver as a director. | Management | FOR | FOR |
| 1-07. Election of San Tocatly as a director. | Management | FOR | FOR |
| 1-08. Election of Gideon Wertheizer as a director. | Management | FOR | FOR |
| 2. To approve an amendment and restatement of the company’s amended and restated 2003 director stock option plan to increase by 250,000 shares the number of shares of common stock reserved for issuance thereafter. | Management | FOR | FOR |
| 3. To approve an amendment and restatement of the company’s 2011 equity incentive plan to increase by 650,000 shares the number of shares of common stock reserved for issuance thereunder. | Management | FOR | FOR |
| 4. To ratify the selection of Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors of the company for the fiscal year ending December 31, 2014. | Management | FOR | FOR |
| 5. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| Issuer: JPMorgan Chase & Co. | CUSIP: 46625H100 |
Ticker: JPM
Meeting Date: 5/20/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Linda B. Bammann as a director. | Management | FOR | FOR |
| 1b. Election of James A. Bell as a director. | Management | FOR | FOR |
| 1c. Election of Crandall C. Bowles as a director. | Management | FOR | FOR |
| 1d. Election of Stephen B. Burke as a director. | Management | FOR | FOR |
| 1e. Election of James S. Crown as a director. | Management | FOR | FOR |
| 1f. Election of James Dimon as a director. | Management | FOR | FOR |
| 1g. Election of Timothy P. Flynn as a director. | Management | FOR | FOR |
| 1h. Election of Laban P. Jackson, Jr. as a director. | Management | FOR | FOR |
| 1i. Election of Michael A. Neal as a director. | Management | FOR | FOR |
| 1j. Election of Lee R. Raymond as a director. | Management | FOR | FOR |
| 1k. Election of William C. Weldon as a director. | Management | FOR | FOR |
| 2. Advisory resolution to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of independent registered public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal re: lobbying report – require annual report on lobbying. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: special shareholder meetings to reduce threshold to 15% rather than 20% to remove procedural provisions. | Stockholder | Against | FOR |
| 6. Stockholder proposal re: cumulative voting to require cumulative voting for directors rather than one-share one-vote. | Stockholder | Against | FOR |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
Ticker: MRK
Meeting Date: 5/27/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1a. Election of Leslie A. Brun as a director. | Management | FOR | FOR |
| 1b. Election of Thomas R. Cech as a director. | Management | FOR | FOR |
| 1c. Election of Kenneth C. Fraizer as a director. | Management | FOR | FOR |
| 1d. Election of Thomas H. Glocer as a director. | Management | FOR | FOR |
| 1e. Election of William B. Harrison Jr. as a director. | Management | FOR | FOR |
| 1f. Election of C. Robert Kidder as a director. | Management | FOR | FOR |
| 1g. Election of Rochelle B. Lazarus as a director. | Management | FOR | FOR |
| 1h. Election of Carlos E. Represas as a director. | Management | FOR | FOR |
| 1i. Election of Patricia F. Russo as a director. | Management | FOR | FOR |
| 1j. Election of Craig B. Thompson as a director. | Management | FOR | FOR |
| 1k. Election of Wendell P. Weeks as a director. | Management | FOR | FOR |
| 1l. Election of Peter C. Wendell as a director. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of the Company’s independent registered public accounting firm for 2014. | Management | FOR | FOR |
| 4. Stockholder proposal re: shareholders’ right to act by written consent. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: special shareholder meetings. | Stockholder | Against | FOR |
| Issuer: Roper Industries, Inc. | CUSIP: 776696106 |
Ticker: ROP
Meeting Date: 5/21/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Richard F. Wallman as a director. | Management | FOR | FOR |
| 1-02. Election of Christopher Wright as a director. | Management | FOR | FOR |
| 2. To consider, on a non-binding, advisory basis, a resolution approving the compensation of named executive officers. | Management | FOR | FOR |
| 3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the company. | Management | FOR | FOR |
| Issuer: Freeport-McMoRan Copper & Gold | CUSIP: 35671D857 |
Ticker: FCX
Meeting Date: 6/17/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Richard C. Adkerson as a director. | Management | FOR | FOR |
| 1-02. Election of Robert J. Allison, Jr. as a director. | Management | FOR | FOR |
| 1-03. Election of Alan R. Buckwalter, III as a director. | Management | FOR | FOR |
| 1-04. Election of Robert A. Day as a director. | Management | FOR | FOR |
| 1-05. Election of James C. Flores as a director. | Management | FOR | FOR |
| 1-06. Election of Gerald J. Ford as a director. | Management | FOR | FOR |
| 1-07. Election of Thomas A. Fry, III as a director. | Management | FOR | FOR |
| 1-08. Election of H. Devon Graham, Jr. as a director. | Management | FOR | FOR |
| 1-09. Election of Lydia H. Kennard as a director. | Management | FOR | FOR |
| 1-10. Election of Charles C. Krulak as a director. | Management | FOR | FOR |
| 1-11. Election of Bobby Lee Lackey as a director. | Management | FOR | FOR |
| 1-12. Election of Jon C. Madonna as a director. | Management | FOR | FOR |
| 1-13. Election of Dustan E. McCoy as a director. | Management | FOR | FOR |
| 1-14. Election of James R. Moffett as a director. | Management | FOR | FOR |
| 1-15. Election of Stephen H. Siegele as a director. | Management | FOR | FOR |
| 1-16. Election of Frances Fragos Townsend as a director. | Management | FOR | FOR |
| 2. Approval, on an advisory basis, of the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm. | Management | FOR | FOR |
| 4. Approval of the Freeport-McMoRan Copper & Gold Inc. annual incentive plan. | Management | FOR | FOR |
| 5. Stockholder proposal regarding the selection of a candidate with environmental expertise to be recommended for election to the board of directors. | Stockholder | Against | FOR |
| Issuer: Sonus Networks Inc. | CUSIP: 835916107 |
Ticker: SONS
Meeting Date: 6/11/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of James K. Brewington as a director. | Management | FOR | FOR |
| 1-02. Election of Matthew W. Bross as a director. | Management | FOR | FOR |
| 1-03. Election of John P. Cunningham as a director. | Management | FOR | FOR |
| 1-04. Election of Raymond P. Dolan as a director. | Management | FOR | FOR |
| 1-05. Election of Beatriz V. Infante as a director. | Management | FOR | FOR |
| 1-06. Election of Howard E. Janzen as a director. | Management | FOR | FOR |
| 1-07. Election of Richard J. Lynch as a director. | Management | FOR | FOR |
| 1-08. Election of Pamela D.A. Reeve as a director. | Management | FOR | FOR |
| 1-09. Election of John A. Schofield as a director. | Management | FOR | FOR |
| 1-10. Election of Scott E. Schubert as a director. | Management | FOR | FOR |
| 1-11. Election of H. Brian Thompson as a director. | Management | FOR | FOR |
| 2. To ratify the appointment of Deloitte & Touche LLP to serve as Sonus Networks’ independent registered public accounting firm for the fiscal year ending December 31, 2014. | Management | FOR | FOR |
| 3. To approve on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the proxy statement. | Management | FOR | FOR |
| Issuer: Clean Harbors, Inc. | CUSIP: 184496107 |
Ticker: CLH
Meeting Date: 6/18/14
Matter Voted On |
Proposed By |
Fund Vote | For/ Against Mgt. |
| 1-01. Election of Eugene Banucci as a director. | Management | FOR | FOR |
| 1-02. Election of Edward G. Galante as a director. | Management | FOR | FOR |
| 1-03. Election of Thomas J. Shields as a director. | Management | FOR | FOR |
| 1-04. Election of John R. Welch as a director. | Management | FOR | FOR |
| 2. To approve an advisory vote on the company’s executive compensation. | Management | FOR | FOR |
| 3. To approve an amendment to Section 6(M) of the company’s 2014 CEO annual incentive plan. | Management | FOR | FOR |
| 4. To ratify the selection by the audit committee of the company’s board of directors of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year. | Management | FOR | FOR |
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) Central Securities Corporation
By (Signature and Title) /s/ Wilmot H. Kidd
Wilmot H. Kidd
President
Date: August 14, 2014