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, 2016 - June
30, 2017
| Issuer: John Wiley & Sons, Inc. |
CUSIP: 968223206 |
Ticker: JW/A
Meeting Date: 9/22/16
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Laurie A. Leshin as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of George Bell as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of William Pence as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Kalpana Raina as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of appointment KPMG LLP as independent accountants. |
Management |
FOR |
FOR |
| 3. Approval, on an advisory basis, of the compensation of the named executive officers. |
Management |
FOR |
FOR |
| Issuer: Microsoft Corporation |
CUSIP: 594918104 |
Ticker: MSFT
Meeting Date: 11/30/16
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of William H. Gates III as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Teri L. List-Stoll as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of G. Mason Morfit as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Satya Nadella as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Charles H. Noski as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Helmut Panke as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of Sandra E. Peterson as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of Charles W. Scharf as a director of the company. |
Management |
FOR |
FOR |
| 1-09. Election of John W. Stanton as a director of the company. |
Management |
FOR |
FOR |
| 1-10. Election of John W. Thompson as a director of the company. |
Management |
FOR |
FOR |
| 1-11. Election of Padmasree Warrior as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory vote to approve named executive officer compensation. |
Management |
FOR |
FOR |
| 3. Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2017. |
Management |
FOR |
FOR |
| 4. Approval of Amendment to the Amended and Restated Articles of Incorporation. |
Management |
FOR |
FOR |
| 5. Approval of French Sub Plan under the 2001 Stock Plan. |
Management |
FOR |
FOR |
| 6. Shareholder proposal requesting certain proxy access bylaw amendments. |
Stockholder |
Against |
FOR |
| Issuer: Medtronic plc |
CUSIP: G5960L103 |
Ticker: MDT
Meeting Date: 12/9/16
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Richard H. Anderson as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Craig Arnold as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of Scott C. Donnelly as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Randall Hogan III as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Omar Ishrak as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Shirley A. Jackson, Ph.D. as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of Michael O. Leavitt as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of James T. Lenehan as a director of the company. |
Management |
FOR |
FOR |
| 1-09. Election of Elizabeth Nabel, M.D. as a director of the company. |
Management |
FOR |
FOR |
| 1-10. Election of Denise M. O’Leary as a director of the company. |
Management |
FOR |
FOR |
| 1-11. Election of Kendall J. Powell as a director of the company. |
Management |
FOR |
FOR |
| 1-11. Election of Robert C. Pozen as a director of the company. |
Management |
FOR |
FOR |
| 1-11. Election of Preetha Reddy as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2017 and authorize the Board of Directors, acting through the Audit Committee, to set its remuneration. |
Management |
FOR |
FOR |
| 3. To approve in a non-binding advisory vote, named executive officer compensation (a “say-on-pay” vote). |
Management |
FOR |
FOR |
| 4. To approve amendments to Medtronic’s Articles of Association to implement “Proxy Access”. |
Management |
FOR |
FOR |
| 5. To approve amendments to Medtronic’s: 5a. Articles of Association to make certain administrative changes and 5b. Memorandum of Association to make certain administrative changes. |
Management |
FOR |
FOR |
| 6. To approve amendments to Medtronic’s Articles of Association to clarify the Board’s sole authority to determine its size within the fixed limits in the Articles of Association. |
Management |
FOR |
FOR |
| Issuer: Coherent, Inc. |
CUSIP: 192479103 |
Ticker: COHR
Meeting Date: 3/2/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.1. Election of John R. Ambroseo as a director of the company. |
Management |
FOR |
FOR |
| 1.2. Election of Jay T. Flatley as a director of the company. |
Management |
FOR |
FOR |
| 1.3. Election of Susan M. James as a director of the company. |
Management |
FOR |
FOR |
| 1.4. Election of L. William Krause as a director of the company. |
Management |
FOR |
FOR |
| 1.5. Election of Garry W. Rogerson as a director of the company. |
Management |
FOR |
FOR |
| 1.6. Election of Steve Skaggs as a director of the company. |
Management |
FOR |
FOR |
| 1.7. Election of Sandeep Vij as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending September 30, 2017. |
Management |
FOR |
FOR |
| 3. To approve in a non-binding advisory basis, named executive officer compensation. |
Management |
FOR |
FOR |
| 4. To approve on a non-binding, advisory basis, the frequency with which stockholders will vote on named executive officer compensation. |
Management |
1 year |
FOR |
|
5. To approve the 2011 Equity Incentive Plan.
|
Management |
FOR |
FOR |
| Issuer: Analog Devices, Inc. |
CUSIP: 032654105 |
Ticker: ADI
Meeting Date: 3/8/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.A. Election of Ray Stata as a director of the company. |
Management |
FOR |
FOR |
| 1.B. Election of Vincent Roche as a director of the company. |
Management |
FOR |
FOR |
| 1.C. Election of James A. Champy as a director of the company. |
Management |
FOR |
FOR |
| 1.D. Election of Bruce R. Evans as a director of the company. |
Management |
FOR |
FOR |
| 1.E. Election of Edward H. Frank as a director of the company. |
Management |
FOR |
FOR |
| 1.F. Election of Mark M. Little as a director of the company. |
Management |
FOR |
FOR |
| 1.G. Election of Neil Novich as a director of the company. |
Management |
FOR |
FOR |
| 1.H. Election of Kenton J. Sicchitano as a director of the company. |
Management |
FOR |
FOR |
| 1.I. Election of Lisa T. Su as a director of the company. |
Management |
FOR |
FOR |
| 2. To approve, by non-binding “say-on-pay” vote, the compensation of named executive officers, as described in the compensation discussion and analysis, executive compensation tables and accompanying narrative disclosures in the proxy statement. |
Management |
FOR |
FOR |
| 3. To vote on a non-binding proposal regarding the frequency of future advisory votes on the compensation of named executive officers. |
Management |
1 year |
FOR |
| 4. To ratify the selection of Ernst & Young LLP as independent public accounting firm for the 2017 fiscal year. |
Management |
FOR |
FOR |
| Issuer: Keysight Technologies, Inc. |
CUSIP: 49338L103 |
Ticker: KEYS
Meeting Date: 3/16/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.1. Election of Paul N. Clark as a director of the company. |
Management |
FOR |
FOR |
| 1.2. Election of Richard Hamada as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the audit and finance committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent public accounting firm for fiscal year 2017. |
Management |
FOR |
FOR |
| 3. To approve, on an advisory basis, the compensation of Keysight’s named executive officers for fiscal year 2016. |
Management |
FOR |
FOR |
| Issuer: Heritage-Crystal Clean, Inc. |
CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 4/25/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.01. Election of Bruce Bruckmann as a director of the company. |
Management |
FOR |
FOR |
| 1.02. Election of Carmine Falcone as a director of the company. |
Management |
FOR |
FOR |
| 1.03. Election of Robert W. Willmschen, Jr. as a director of the company. |
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 2017. |
Management |
FOR |
FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2016, as disclosed in the proxy statement for the annual meeting. |
Management |
FOR |
FOR |
| 4. To increase the number of shares available for issuance under the Heritage-Crystal Clean, Inc. omnibus incentive plan of 2008 by 700,000. |
Management |
FOR |
FOR |
| 5. To approve the Heritage-Crystal Clean, Inc. omnibus inventive plan of 2008 for the purpose of complying with section 162(m) of the internal revenue code, as amended. |
Management |
FOR |
FOR |
| 6. To increase the number of shares available for issuance under the Heritage-Crystal Clean, Inc. employee stock purchase plan of 2008 by 120,000. |
Management |
FOR |
FOR |
| 7. Advisory vote on the frequency on the shareholder vote on named executive offering compensation. |
Management |
1 year |
FOR |
| Issuer: Citigroup Inc. |
CUSIP: 172967424 |
Ticker: C
Meeting Date: 4/25/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Michael L. Corbat as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Ellen M. Costello as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Duncan P. Hennes as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Peter B. Henry as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Franz B. Humer as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Renee J. James as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Eugene M. McQuade as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Michael E. O’Neill as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Gary M. Reiner as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Anthony M. Santomero as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Diana L. Taylor as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of William S. Thompson, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1m. Election of James S. Turley as a director of the company. |
Management |
FOR |
FOR |
| 1n. Election of Deborah C. Wright as a director of the company. |
Management |
FOR |
FOR |
| 1o. Election of Ernesto Zedillo Ponce de Leon as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the selection of KPMG LLP as Citi’s independent registered accounting firm for 2017. |
Management |
FOR |
FOR |
| 3. Advisory vote to approve Citi’s 2016 executive compensation. |
Management |
FOR |
FOR |
| 4. Advisory vote to approve the frequency of future advisory votes on executive compensation. |
Management |
1 year |
FOR |
| 5. Stockholder proposal requesting a report on the Company’s policies and goals to reduce the gender pay gap. |
Stockholder |
Against |
FOR |
| 6. Stockholder proposal requesting that the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. |
Stockholder |
Against |
FOR |
| 8. Stockholder proposal to provide that a substantial portion of annual total compensation of Executive officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law. |
Stockholder |
Against |
FOR |
| 9. Stockholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity –based awards for senior executives due to a voluntary resignation to enter government service. |
Stockholder |
Against |
FOR |
| Issuer: The Bank of New York Mellon Corporation |
CUSIP: 064058100 |
Ticker: BK
Meeting Date: 4/11/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1A. Election of Linda Z. Cook as a director of the company. |
Management |
FOR |
FOR |
| 1B. Election of Nicholas M. Donofrio as a director of the company. |
Management |
FOR |
FOR |
| 1C. Election of Joseph J. Echevarria as a director of the company. |
Management |
FOR |
FOR |
| 1D. Election of Edward P. Garden as a director of the company. |
Management |
FOR |
FOR |
| 1E. Election of Jeffrey A. Goldstein as a director of the company. |
Management |
FOR |
FOR |
| 1F. Election of Gerald L. Hassell as a director of the company. |
Management |
FOR |
FOR |
| 1G. Election of John M. Hinshaw as a director of the company. |
Management |
FOR |
FOR |
| 1H. Election of Edmund F. Kelly as a director of the company. |
Management |
FOR |
FOR |
| 1I. Election of John A. Luke, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1J. Election of Jennifer B. Morgan as a director of the company. |
Management |
FOR |
FOR |
| 1K. Election of Mark A. Nordenberg as a director of the company. |
Management |
FOR |
FOR |
| 1L. Election of Elizabeth E. Robinson as a director of the company. |
Management |
FOR |
FOR |
| 1M. Election of Samuel C. Scott III as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory resolution to approve the 2016 compensation of named executive officers. |
Management |
FOR |
FOR |
| 3. Proposal to recommend, by non-binding vote, the frequency of stockholder advisory vote on executive compensation. |
Management |
1 year |
FOR |
| 4. Ratification of KPMG LLP as independent auditor for 2017. |
Management |
FOR |
FOR |
| 5. Stockholder proposal regarding a proxy voting review report. |
Stockholder |
Against |
FOR |
| Issuer: Wells Fargo & Company |
CUSIP: 949746101 |
Ticker: WFC
Meeting Date: 4/25/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of John D. Baker II as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of John S. Chen as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Lloyd H. Dean as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Elizabeth A. Duke as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Enrique Hernandez, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Donald M. James as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Cynthia H. Milligan as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Karen B. Peetz as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Fedrico F. Pena as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of James H. Quigley as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Stephen W. Sanger as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of Ronald L. Sargent as a director of the company. |
Management |
FOR |
FOR |
| 1m. Election of Timothy J. Sloan as a director of the company. |
Management |
FOR |
FOR |
| 1n. Election of Suzanne G. Swenson as a director of the company. |
Management |
FOR |
FOR |
| 1o. Election of Suzanne M. Vautrinot as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory resolution to approve executive compensation. |
Management |
FOR |
FOR |
| 3. Advisory proposal on the frequency of future advisory votes to approve executive compensation. |
Management |
1 year |
FOR |
| 4. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| 5. Stockholder proposal – retail banking sales practices report. |
Stockholder |
Against |
FOR |
| 6. Stockholder proposal – cumulative voting. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal – divesting non-core business report. |
Stockholder |
Against |
FOR |
| 8. Stockholder proposal – gender pay equity report. |
Stockholder |
Against |
FOR |
| 9. Stockholder proposal – lobbying report. |
Stockholder |
Against |
FOR |
| 10. Stockholder proposal – indigenous peoples’ rights policy. |
Stockholder |
Against |
FOR |
| Issuer: Occidental Petroleum Corporation |
CUSIP: 674599105 |
Ticker: OXY
Meeting Date: 5/12/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Spencer Abraham as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Howard I. Atkins as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Eugene L. Batchelder as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of John E. Feick as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Margaret M. Foran as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Carlos M. Gutierrez as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Vicki Hollub as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of William R. Klesse as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Jack B. Moore as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Avedick B. Poladian as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Elisse B. Walter as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory vote approving executive compensation. |
Management |
FOR |
FOR |
| 3. Advisory proposal on the frequency of future advisory votes approving executive compensation. |
Management |
1 year |
FOR |
| 4. Ratify the appointment of KPMG LLP as the Company’s independent auditors. |
Management |
FOR |
FOR |
| 5. Stockholder proposal – climate change assessment report. |
Stockholder |
Against |
FOR |
| 6. Stockholder proposal – lower threshold to call special shareholder meetings. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal – methane emissions and flaring targets. |
Stockholder |
Against |
FOR |
| 8. Stockholder proposal – political contribution and expenditures report. |
Stockholder |
Against |
FOR |
| Issuer: Capital One Financial Corporation |
CUSIP: 14040H105 |
Ticker: COF
Meeting Date: 5/4/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1A. Election of Richard D. Fairbank as a director of the company. |
Management |
FOR |
FOR |
| 1B. Election of Ann Fritz Hackett as a director of the company. |
Management |
FOR |
FOR |
| 1C. Election of Lewis Hay III as a director of the company. |
Management |
FOR |
FOR |
| 1D. Election of Benjamin P. Jenkins III as a director of the company. |
Management |
FOR |
FOR |
| 1E. Election of Peter Thomas Killalea as a director of the company. |
Management |
FOR |
FOR |
| 1F. Election of Pierre E. Leroy as a director of the company. |
Management |
FOR |
FOR |
| 1G. Election of Peter E. Raskind as a director of the company. |
Management |
FOR |
FOR |
| 1H. Election of Mayo A. Shattuck III as a director of the company. |
Management |
FOR |
FOR |
| 1I. Election of Bradford H. Warner as a director of the company. |
Management |
FOR |
FOR |
| 1J. Election of Catherine G. West as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2017. |
Management |
FOR |
FOR |
| 3. Advisory approval of Capital One’s 2016 named executive officer compensation. |
Management |
FOR |
FOR |
| 4. Advisory vote on the frequency of future advisory votes to approve executive compensation. |
Management |
1 year |
FOR |
| 5. Approval and adoption of Capital One’s amended and restated associate stock purchase plan. |
Management |
FOR |
FOR |
| 6. Stockholder proposal requesting stockholders’ right to act by written consent, if presented at the meeting. |
Stockholder |
Against |
FOR |
| Issuer: General Electric Company |
CUSIP: 369604103 |
Ticker: GE
Meeting Date: 4/26/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| A1. Election of Sebastien M. Bazin as a director of the company. |
Management |
FOR |
FOR |
| A2. Election of W. Geoffrey Beattie as a director of the company. |
Management |
FOR |
FOR |
| A3. Election of John J. Brennan as a director of the company. |
Management |
FOR |
FOR |
| A4. Election of Francisco D’Souza as a director of the company. |
Management |
FOR |
FOR |
| A5. Election of Marijn E. Dekkers as a director of the company. |
Management |
FOR |
FOR |
| A6. Election of Peter B. Henry as a director of the company. |
Management |
FOR |
FOR |
| A7. Election of Susan J. Hockfield as a director of the company. |
Management |
FOR |
FOR |
| A8. Election of Jeffrey R. Immelt as a director of the company. |
Management |
FOR |
FOR |
| A9. Election of Andrea Jung as a director of the company. |
Management |
FOR |
FOR |
| A10. Election of Robert W. Lane as a director of the company. |
Management |
FOR |
FOR |
| A11. Election of Risa Lavizzo-Mourey as a director of the company. |
Management |
FOR |
FOR |
| A12. Election of Rochelle B. Lazerus as a director of the company. |
Management |
FOR |
FOR |
| A13. Election of Lowell C. McAdam as a director of the company. |
Management |
FOR |
FOR |
| A14. Election of Steven M. Mollenkopf as a director of the company. |
Management |
FOR |
FOR |
| A15. Election of James J. Mulva as a director of the company. |
Management |
FOR |
FOR |
| A16. Election of James E. Rohr as a director of the company. |
Management |
FOR |
FOR |
| A17. Election of Mary L. Schapiro as a director of the company. |
Management |
FOR |
FOR |
| A18. Election of James S. Tisch as a director of the company. |
Management |
FOR |
FOR |
| B1. Advisory approval of named executive officers. |
Management |
FOR |
FOR |
| B2. Advisory vote on the frequency of future advisory votes on executive compensation. |
Management |
1 year |
FOR |
| B3. Approval of GE’s 2007 Long-term incentive plan as amended. |
Management |
FOR |
FOR |
| B4. Approval of the material terms of senior officer performance goals |
Management |
FOR |
FOR |
| B5. Ratification of KPMG as independent auditor for 2017 |
Management |
FOR |
FOR |
| C1. Stockholder proposal regarding a report on lobbying activities. |
Stockholder |
Against |
FOR |
| C2. Stockholder proposal requiring the Chairman of the Board to be independent. |
Stockholder |
Against |
FOR |
| C3. Stockholder proposal to adopt cumulative voting for director elections. |
Stockholder |
Against |
FOR |
| C4. Stockholder proposal regarding a report on charitable contributions. |
Stockholder |
Against |
FOR |
| Issuer: Cable One, Inc. |
CUSIP: 12685J105 |
Ticker: CABO
Meeting Date: 5/2/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Alan G. Spoon as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Wallace R. Weitz as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017. |
Management |
FOR |
FOR |
| 3. To approve the compensation of named executive officers for 2016 on an advisory basis. |
Management |
FOR |
FOR |
| 4. To select the frequency of future advisory votes on executive compensation. |
Management |
1 year |
FOR |
| 5. To approve the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan. |
Management |
FOR |
FOR |
| Issuer: Wynn Resorts, Ltd. |
CUSIP: 983134107 |
Ticker: WYNN
Meeting Date: 4/21/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Robert J. Miller as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Clark T. Randt, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of D. Boone Wayson as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| 3. To approve, on a non-binding advisory basis, the compensation of named executive officers as described in the proxy statement. |
Management |
FOR |
FOR |
| 4. To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve compensation of named executive officers. |
Management |
1 year |
Against |
| 5. To vote on a stockholder proposal regarding a political contributions report. |
Stockholder |
Against |
FOR |
| Issuer: Cable One, Inc. |
CUSIP: 12685J105 |
Ticker: CABO
Meeting Date: 5/2/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Alan G. Spoon as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Wallace R. Weitz as a director of the company. |
Management |
FOR |
FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017. |
Management |
FOR |
FOR |
| 3. To approve the compensation of named executive officers for 2016 on an advisory basis. |
Management |
FOR |
FOR |
| 4. To select the frequency of future advisory votes on executive compensation. |
Management |
1 year |
FOR |
| 5. To approve the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan. |
Management |
FOR |
FOR |
| Issuer: Rayonier Inc. |
CUSIP: 754907103 |
Ticker: RYN
Meeting Date: 5/18/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Richard D. Kincaid as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of John A. Blumberg as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Dod A. Fraser as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Scott R. Jones as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Bernard Lanigan, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Blanche L. Lincoln as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of V. Larkin Martin as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of David L. Nunes as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Andrew G. Wiltshire as a director of the company. |
Management |
FOR |
FOR |
| 2. Approval, on a non-binding advisory basis, of the compensation of named executive officers as disclosed in the proxy statement. |
Management |
FOR |
FOR |
| 3. To recommend, by non-binding vote, whether the vote of named executive officers’ compensation should occur every one, two or three years. |
Management |
1 year |
FOR |
| 4. Approval of the material terms under the Rayonier Non-Equity Incentive Plan, as amended, for purposes of Section 162(m) of the Internal Revenue Code. |
Management |
FOR |
FOR |
| 5. Approval of the material terms under the Rayonier Incentive Stock Plan, as amended, for purposes of Section 162(m) of the Internal Revenue Code. |
Management |
FOR |
FOR |
| 6. Approval of an annual limit to Non-Employee Directors under the Rayonier Incentive Stock Plan. |
Management |
FOR |
FOR |
| 7. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| Issuer: Johnson & Johnson |
CUSIP: 478160104 |
Ticker: JNJ
Meeting Date: 4/27/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Mary C. Beckerle as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of D. Scott Davis as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Ian E.L. Davis as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Alex Gorsky as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Mark B. McClellan as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Anne M. Mulcahy as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of William D. Perez as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Charles Prince as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of A. Eugene Washington as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Ronald A. Williams as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory vote on frequency of voting to approve named executive officer compensation. |
Management |
1 year |
FOR |
| 3. Advisory vote to approve named executive officer compensation. |
Management |
FOR |
FOR |
| 4. Re-approval of the material terms of performance goals under the 2012 Long-Term Incentive Plan. |
Management |
FOR |
FOR |
| 5. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| 6. Stockholder proposal regarding an independent Board Chairman. |
Stockholder |
Against |
FOR |
| Issuer: Intel Corporation |
CUSIP: 458140100 |
Ticker: INTC
Meeting Date: 5/18/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Charlene Barshefsky as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Aneel Bhusri as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Andy D. Bryant as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Reed E. Hundt as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Omar Ishrak as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Brian M. Krzanich as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Tsu-Jae King Liu as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of David S. Pottruck as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Gregory D. Smith as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Frank D. Yeary as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of David B. Yoffie as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| 3. Advisory vote to approve executive compensation. |
Management |
FOR |
FOR |
| 4. Approval of amendment and restatement of the 2006 Equity Incentive Plan. |
Management |
FOR |
FOR |
| 5. Advisory vote on the frequency of holding future advisory votes to approve executive compensation. |
Management |
1 year |
FOR |
| 6. Stockholder proposal requesting an annual advisory stockholder vote on political contributions. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal requesting that votes counted on stockholder proposals exclude abstentions. |
Stockholder |
Against |
FOR |
| Issuer: American Express Company |
CUSIP: 025816109 |
Ticker: AXP
Meeting Date: 5/1/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Charlene Barshefsky as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of John J. Brennan as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Ursula M. Burns as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Kenneth I. Chenault as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Peter Chernin as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Ralph de la Vega as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Anne L. Lauvergeon as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Michael O. Leavitt as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Theodore J. Leonsis as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Richard C. Levin as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Samuel J. Palmisano as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of Daniel L. Vasella as a director of the company. |
Management |
FOR |
FOR |
| 1m. Election of Robert D. Walter as a director of the company. |
Management |
FOR |
FOR |
| 1n. Election of Ronald A. Williams as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| 3. Approval on an advisory basis, of the company’s executive compensation. |
Management |
FOR |
FOR |
| 4. Advisory resolution to approve the frequency of future advisory votes on the company’s executive compensation. |
Management |
1 year |
FOR |
| 5. Shareholder proposal to permit shareholders to act by written consent. |
Stockholder |
Against |
FOR |
| 6. Shareholder proposal to require gender pay equity disclosure. |
Stockholder |
Against |
FOR |
| Issuer: The Progressive Corporation |
CUSIP: 743315103 |
Ticker: PGR
Meeting Date: 5/12/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Stuart B. Burgdoerfer as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Charles A. Davis as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Roger N. Farah as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Lawton W. Fitt as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Susan Patricia Griffith as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Jeffrey D. Kelly as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Patrick H. Nettles, PhD. as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Glenn M. Renwick as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Bradley T. Sheares, Ph.D. as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Barbara R. Snyder as a director of the company. |
Management |
FOR |
FOR |
| 2. To approve The Progressive Corporation 2017 Executive Annual Incentive Plan. |
Management |
FOR |
FOR |
| 3. To approve The Progressive Corporation 2017 Directors Equity Incentive Plan. |
Management |
FOR |
FOR |
| 4. Advisory vote to approve executive compensation. |
Management |
FOR |
FOR |
| 5. Advisory vote on the frequency of the shareholder vote to approve the executive compensation program. |
Management |
1 year |
FOR |
| 6. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered accounting firm for 2017. |
Management |
FOR |
FOR |
| Issuer: Alleghany Corporation |
CUSIP: 017175100 |
Ticker: Y
Meeting Date: 4/28/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1A. Election of Ian H. Chippendale as a director of the company. |
Management |
FOR |
FOR |
| 1B. Election of Weston M. Hicks as a director of the company. |
Management |
FOR |
FOR |
| 1C. Election of Jefferson W. Kirby as a director of the company. |
Management |
FOR |
FOR |
| 2. To approve the Alleghany Corporation 2017 long-term incentive plan. |
Management |
FOR |
FOR |
| 3. Ratification of selection of Ernst & Young LLP as Alleghany Corporation’s independent registered public accounting firm for fiscal 2017. |
Management |
FOR |
FOR |
| 4. Advisory vote to approve the compensation of the named executive officers of Alleghany Corporation. |
Management |
FOR |
FOR |
| 5. Advisory vote on the frequency of future stockholder advisory votes on executive compensation. |
Management |
1 year |
FOR |
| Issuer: Berkshire Hathaway Inc. |
CUSIP: 084670108 |
Ticker: BRK/A
Meeting Date: 5/6/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Warren E. Buffett as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Charles T. Munger as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Howard G. Buffett as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Stephen B. Burke as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Susan L. Decker as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of William H. Gates III as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of David S. Gottesman as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Charlotte Guyman as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Thomas S. Murphy as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Ronald L. Olson as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Walter Scott, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of Meryl B. Witmer as a director of the company. |
Management |
FOR |
FOR |
| 2. Non-binding resolution to approve the compensation of the Company’s Named Executive Officers, as described in the 2017 Proxy Statement. |
Management |
FOR |
FOR |
| 3. Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. |
Management |
1 year |
Against |
| 4. Shareholder proposal regarding political contributions. |
Stockholder |
Against |
FOR |
| 5. Shareholder proposal regarding methane gas emissions. |
Stockholder |
Against |
FOR |
| 6. Shareholder proposal regarding divesting of investments in companies with fossil fuels. |
Stockholder |
Against |
FOR |
| Issuer: Tiffany & Co. |
CUSIP: 886547108 |
Ticker: TIF
Meeting Date: 5/25/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Michael J. Kowalski as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Rose Marie Bravo as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Gary E. Costley as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Roger K. Fish as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Abby F. Kohnstamm as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of James E. Lillie as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Charles K. Marquis as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of William A. Shutzer as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Robert S. Singer as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Francesco Trapani as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending January 31, 2018. |
Management |
FOR |
FOR |
| 3. Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers in Fiscal 2016. |
Management |
FOR |
FOR |
| 4. Preference, on an advisory basis, on the frequency of seeking shareholder approval on the compensation paid to the Company’s named executive officers. |
Management |
1 year |
FOR |
| 5. Approval of the Tiffany & Co. 2017 Directors Equity Compensation Plan. |
Management |
FOR |
FOR |
| Issuer: Motorola Solutions, Inc. |
CUSIP: 620076307 |
Ticker: MSI
Meeting Date: 5/15/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Gregory Q. Brown as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Kenneth D. Denman as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Egon P. Durban as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Clayton M. Jones as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Judy C. Lewent as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Gregory K. Mondre as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of Anne R. Pramaggiore as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Samuel C. Scott, III as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Joseph Tucci as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory approval of the company’s executive compensation. |
Management |
FOR |
FOR |
| 3. Advisory approval of the frequency of the advisory vote approving the company’s executive compensation. |
Management |
FOR |
FOR |
| 4. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2017. |
Management |
1 year |
FOR |
| 5. Stockholder proposal re: lobbying disclosure. |
Stockholder |
Against |
FOR |
| 6. Stockholder proposal re: ethical recruitment in global supply chains. |
Stockholder |
Against |
FOR |
| Issuer: Tri Pointe Group, Inc. |
CUSIP: 87265H109 |
Ticker: TPH
Meeting Date: 5/26/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.1 Election of Douglas F. Bauer as a director of the company. |
Management |
FOR |
FOR |
| 1.2 Election of Lawrence B. Burrows as a director of the company. |
Management |
FOR |
FOR |
| 1.3 Election of Daniel S. Fulton as a director of the company. |
Management |
FOR |
FOR |
| 1.4 Election of Steven J. Gilbert as a director of the company. |
Management |
FOR |
FOR |
| 1.5 Election of Constance B. Moore as a director of the company. |
Management |
FOR |
FOR |
| 1.6 Election of Thomas B. Rogers as a director of the company. |
Management |
FOR |
FOR |
| 2. Approval, on an advisory basis, of the compensation of Tri Pointe Group, Inc.’s named executive officers. |
Management |
FOR |
FOR |
| 3. Ratification of the appointment of Ernst & Young LLP as Tri Pointe Group, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
Management |
FOR |
FOR |
| Issuer: Merck & Co. Inc. |
CUSIP: 58933Y105 |
Ticker: MRK
Meeting Date: 5/23/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Leslie A. Brun as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of Thomas R. Cech as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Pamela J. Craig as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Kenneth C. Frazier as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Thomas H. Glocer as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of Rochelle B. Lazarus as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of John H. Noseoworthy as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Carlos E. Represas as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Paul B. Rothman as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Patricia F. Russo as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Craig B. Thompson as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of Wendell P. Weeks as a director of the company. |
Management |
FOR |
FOR |
| 1m. Election of Peter C. Wendell as a director of the company. |
Management |
FOR |
FOR |
| 2. Non-binding advisory vote to approve the compensation of named executive officers. |
Management |
FOR |
FOR |
| 3. Non-binding advisory vote on the frequency of future votes to approve the compensation of named executive officers. |
Management |
1 year |
FOR |
| 4. Ratification of the appointment of the Company’s independent registered public accounting firm for 2017. |
Stockholder |
Against |
FOR |
| 5. Shareholder proposal requesting an independent board chairman. |
Stockholder |
Against |
FOR |
| 6. Shareholder proposal requesting implementation of a set of employee practices in Israel / Palestine. |
Stockholder |
Against |
FOR |
| 7. Shareholder proposal requesting a report on conducting business in conflict-affected areas. |
Stockholder |
Against |
FOR |
| 8. Shareholder proposal requesting a report on board oversight of product safety and quality. |
Stockholder |
Against |
FOR |
| Issuer: JP Morgan Chase & Co. |
CUSIP: 46625H100 |
Ticker: JPM
Meeting Date: 5/16/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of Linda B. Barmmann as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of James A. Bell as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of Crandell C. Bowles as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of Stephen B. Burke as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of Todd A. Combs as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of James S. Crown as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of James Dimon as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of Timothy P. Flynn as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of Laban P. Jackson, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of Michael A. Neal as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of Lee R. Raymond as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of William C. Weldon as a director of the company. |
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. Advisory vote on frequency of advisory resolution to approve executive compensation. |
Management |
1 year |
FOR |
| 5. Shareholder proposal regarding independent board chairman. |
Stockholder |
Against |
FOR |
| 6. Shareholder proposal regarding vesting for government service. |
Stockholder |
Against |
FOR |
| 7. Shareholder proposal regarding a clawback amendment. |
Stockholder |
Against |
FOR |
| 8. Shareholder proposal regarding gender pay equity. |
Stockholder |
Against |
FOR |
| 9. Shareholder proposal regarding how votes are counted. |
Stockholder |
Against |
FOR |
| 10. Shareholder proposal regarding special shareholder meetings. |
Stockholder |
Against |
FOR |
| Issuer: Murphy Oil Corporation |
CUSIP: 626717102 |
Ticker: MUR
Meeting Date: 5/10/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1a. Election of T.J. Collins as a director of the company. |
Management |
FOR |
FOR |
| 1b. Election of S.A. Cosse as a director of the company. |
Management |
FOR |
FOR |
| 1c. Election of C.P. Deming as a director of the company. |
Management |
FOR |
FOR |
| 1d. Election of L.R. Dickerson as a director of the company. |
Management |
FOR |
FOR |
| 1e. Election of R.W. Jenkins as a director of the company. |
Management |
FOR |
FOR |
| 1f. Election of E.W. Keller as a director of the company. |
Management |
FOR |
FOR |
| 1g. Election of J.V. Kelley as a director of the company. |
Management |
FOR |
FOR |
| 1h. Election of W. Mirosh as a director of the company. |
Management |
FOR |
FOR |
| 1i. Election of R.M. Murphy as a director of the company. |
Management |
FOR |
FOR |
| 1j. Election of J.W. Nolan as a director of the company. |
Management |
FOR |
FOR |
| 1k. Election of N.E. Schmale as a director of the company. |
Management |
FOR |
FOR |
| 1l. Election of L.A. Sugg as a director of the company. |
Management |
FOR |
FOR |
| 2. Advisory vote on executive compensation. |
Management |
FOR |
FOR |
| 3. Advisory vote on the frequency of an advisory vote on executive compensation. |
Management |
1 year |
FOR |
| 4. Approve the proposed 2012 long-term incentive plan performance metrics. |
Management |
FOR |
FOR |
| 5. Approve the appointment of KPMG LLP as independent registered public accounting firm for 2017. |
Management |
FOR |
FOR |
| Issuer: The Charles Schwab Corporation |
CUSIP: 808513105 |
Ticker: SCHW
Meeting Date: 5/16/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1A. Election of William S. Haraf as a director of the company. |
Management |
FOR |
FOR |
| 1B. Election of Frank C. Herringer as a director of the company. |
Management |
FOR |
FOR |
| 1C. Election of Stephen T. McLin as a director of the company. |
Management |
FOR |
FOR |
| 1D. Election of Roger O. Walther as a director of the company. |
Management |
FOR |
FOR |
| 1E. Election of Robert N. Wilson as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors. |
Management |
FOR |
FOR |
| 3. Frequency of advisory vote on named executive compensation. |
Management |
1 year |
FOR |
| 4. Advisory vote to approve named executive compensation. |
Management |
FOR |
FOR |
| 5. Stockholder proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying. |
Stockholder |
Against |
FOR |
| 6. Stockholder proposal requesting annual disclosure of EEO-1 data. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal requesting adoption of a proxy access bylaw for director nominations by stockholders. |
Stockholder |
Against |
FOR |
| 8. Stockholder proposal requesting majority vote tabulation for all non-binding matters presented by stockholders. |
Stockholder |
Against |
FOR |
| Issuer: Freeport-McMoRan Inc. |
CUSIP: 35671D857 |
Ticker: FCX
Meeting Date: 6/6/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Richard C. Adkerson as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Gerald J. Ford as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of Lydia H. Kennard as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Andrew Langham as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Jon C. Madonna as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Courtney Mather as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of Dustan E. McCoy as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of Frances Fragos Townsend as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as independent registered accounting firm for 2017. |
Management |
FOR |
FOR |
| 3. Approval, on an advisory basis, of the compensation of named executive officers. |
Management |
FOR |
FOR |
| 4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of named executive officers. |
Management |
1 year |
FOR |
| Issuer: Amazon.com, Inc. |
CUSIP: 023135106 |
Ticker: AMZN
Meeting Date: 5/23/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.A. Election of Jeffrey P. Bezos as a director of the company. |
Management |
FOR |
FOR |
| 1.B. Election of Tom A. Alberg as a director of the company. |
Management |
FOR |
FOR |
| 1.C. Election of John Seely Brown as a director of the company. |
Management |
FOR |
FOR |
| 1.D. Election of Jamie S. Gorelick as a director of the company. |
Management |
FOR |
FOR |
| 1.E. Election of Daniel P. Huttenlocher as a director of the company. |
Management |
FOR |
FOR |
| 1.F. Election of Judith A. McGrath as a director of the company. |
Management |
FOR |
FOR |
| 1.G. Election of Jonathan J. Rubinstein as a director of the company. |
Management |
FOR |
FOR |
| 1.H. Election of Thomas O. Ryder as a director of the company. |
Management |
FOR |
FOR |
| 1.I. Election of Patricia Q. Stonesifer as a director of the company. |
Management |
FOR |
FOR |
| 1.J. Election of Wendell P. Weeks as a director of the company. |
Management |
FOR |
FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as indepenedent auditors. |
Management |
FOR |
FOR |
| 3. Advisory vote to approve executive compensation. |
Management |
FOR |
FOR |
| 4. Advisory vote to approve the frequency of future advisory votes on executive compensation. |
Management |
1 year |
Against |
| 5. Approval of the company’s 1997 stock incentive plan, as amended and restated. |
Management |
FOR |
FOR |
| 6. Shareholder proposal regarding a report on use of criminal background checks in hiring decisions. |
Stockholder |
Against |
FOR |
| 7. Shareholder proposal regarding sustainability as an executive compensation performance measure |
Stockholder |
Against |
FOR |
| 8. Shareholder proposal regarding vote-counting practices for shareholder proposals. |
Stockholder |
Against |
FOR |
| Issuer: Kennedy-Wilson Holdings, Inc. |
CUSIP: 489398107 |
Ticker: KW
Meeting Date: 6/15/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-1. Election of David A. Minella as a director of the company. |
Management |
FOR |
FOR |
| 1-2. Election of Jerry Solomon as a director of the company. |
Management |
FOR |
FOR |
| 2. To approve the second amended and restated Kennedy-Wilson, Inc. 2009 Equity Participation Plan. |
Management |
FOR |
FOR |
| 3. To approve, on an advisory basis, the compensation of the company’s named executive officers. |
Management |
FOR |
FOR |
| 4. To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the company’s named executive officers. |
Management |
1 year |
FOR |
| 5. To ratify the appointment of KPMG LLP as the company’s independent registered accounting firm for the 2017 fiscal year. |
Management |
FOR |
FOR |
| Issuer: Sonus Networks, Inc. |
CUSIP: 835916503 |
Ticker: SONS
Meeting Date: 6/9/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1.A. Election of Matthew W. Bross as a director of the company. |
Management |
FOR |
FOR |
| 1.B. Election of Raymond P. Dolan as a director of the company. |
Management |
FOR |
FOR |
| 1.C. Election of Beatriz V. Infante as a director of the company. |
Management |
FOR |
FOR |
| 1.D. Election of Howard E. Janzen as a director of the company. |
Management |
FOR |
FOR |
| 1.E. Election of Richard J. Lynch as a director of the company. |
Management |
FOR |
FOR |
| 1.F. Election of Pamela D.A. Reeve as a director of the company. |
Management |
FOR |
FOR |
| 1.G. Election of John A. Schofield as a director of the company. |
Management |
FOR |
FOR |
| 1.H. Election of Scott E. Schubert as a director of the company. |
Management |
FOR |
FOR |
| 2. To approve an amendment and restatement of Sonus Networks’ stock incentive plan. |
Management |
FOR |
FOR |
| 3. 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, 2017. |
Management |
FOR |
FOR |
| 4. To approve, an a non-binding advisory basis, the compensation of Sonus Networks’ 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 |
| 5. To approve, on a non-binding advisory basis, the frequency with which to hold future advisory votes on the compensation of the company’s named executive officers. |
Management |
1 year |
FOR |
| Issuer: Roper Technologies, Inc. |
CUSIP: 776696106 |
Ticker: ROP
Meeting Date: 6/8/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Amy Woods Brinkley as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of John F. Fort, III as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of Brian D. Jellison as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Robert D. Johnson as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Robert E. Knowling, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Wilbur J. Prezzano as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of Laura G. Thatcher as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of Richard F. Wallman as a director of the company. |
Management |
FOR |
FOR |
| 1-09. Election of Christopher Wright as a director of the company. |
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 select, on a non-binding basis, the frequency of the shareholder vote on the compensation of named executive officers. |
Management |
1 year |
FOR |
| 4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2017. |
Management |
FOR |
FOR |
| Issuer: Alphabet Inc. |
CUSIP: 02079K305 |
Ticker: GOOGL
Meeting Date: 6/7/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Larry Page as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Sergey Brin as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of Eric E. Schmidt as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of L. John Doerr as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Roger W. Ferguson, Jr. as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Diane B. Greene as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of John L. Hennessy as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of Ann Mather as a director of the company. |
Management |
FOR |
FOR |
| 1-09. Election of Alan R. Mulally as a director of the company. |
Management |
FOR |
FOR |
| 1-10. Election of Paul S. Otellini as a director of the company. |
Management |
FOR |
FOR |
| 1-11. Election of K. Ram Shriram as a director of the company. |
Management |
FOR |
FOR |
| 1-12. Election of Shirley M. Tilghman as a director of the company. |
Management |
FOR |
FOR |
| 2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
Management |
FOR |
FOR |
| 3. The approval of an amendment to Alphabet’s 2012 stock plan to increase the share reserve by 15,000,000 share of Class C capital stock. |
Management |
FOR |
FOR |
| 4. The approval of the 2016 compensation awarded to named executive officers |
Management |
FOR |
FOR |
| 5. The frequency of future stockholder advisory votes regarding compensation awarded to named executive officers. |
Management |
1 year |
FOR |
| 6. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 7. Stockholder proposal regarding a lobbying report, if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 8. Stockholder proposal regarding a political contributions report, if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 9. Stockholder proposal regarding a report on gender pay, if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 10. Stockholder proposal regarding a charitable contributions report, if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 11. Stockholder proposal regarding the implementation of “Holy Land Principles,” if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| 12. Stockholder proposal regarding a report on “Fake News,” if properly presented at the meeting. |
Stockholder |
Against |
FOR |
| Issuer: Encore Capital Group, Inc. |
CUSIP: 776696106 |
Ticker: ECPG
Meeting Date: 6/15/17
| |
|
|
For/ |
| |
Proposed | Fund | Against |
| Matter Voted On |
By | Vote | Mgt. |
| 1-01. Election of Willem Mesdag as a director of the company. |
Management |
FOR |
FOR |
| 1-02. Election of Ashwini Gupta as a director of the company. |
Management |
FOR |
FOR |
| 1-03. Election of Wendy G. Hannam as a director of the company. |
Management |
FOR |
FOR |
| 1-04. Election of Michael P. Monaco as a director of the company. |
Management |
FOR |
FOR |
| 1-05. Election of Laura Newman Olle as a director of the company. |
Management |
FOR |
FOR |
| 1-06. Election of Francis E. Quinlan as a director of the company. |
Management |
FOR |
FOR |
| 1-07. Election of Norman R. Sorensen as a director of the company. |
Management |
FOR |
FOR |
| 1-08. Election of Richard J. Srednicki as a director of the company. |
Management |
FOR |
FOR |
| 1-09. Election of Kenneth A. Vecchione as a director of the company. |
Management |
FOR |
FOR |
| 2. Non-binding vote to approve the compensation of the company’s named executive officers. |
Management |
FOR |
FOR |
| 3. Approval of the Encore Capital Group, Inc. 2017 Incentive Award Plan. |
Management |
FOR |
FOR |
| 4. Ratification of selection of BDO USA, LLP as independent registered public accounting firm for the fiscal year 2017. |
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 11, 2017