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, Suite 820
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, 2009 - June 30, 2010
| Issuer: Precision Castparts Corporation | CUSIP: 740189105 |
| Ticker: PCP | |
| Meeting Date: 8/11/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Mark Donegan as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Vernon E. Oechsle as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Rick Schmidt as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of independent registered public accounting firm. | Management | FOR | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
| Ticker: ADI | |
| Meeting Date: 7/20/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1. To approve an employee stock option plan. | Management | FOR | FOR |
| Issuer: RadiSys Corporation | CUSIP: 750459109 |
| Ticker: RSYS | |
| Meeting Date: 8/18/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of C. Scott Gibson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Scott C. Grout as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Ken J. Bradley as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Richard J. Faubert as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Dr. William W. Lattin as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Kevin C. Melia as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Carl W. Neun as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Lorene K. Steffes as a director of the company. | Management | FOR | FOR |
| 2. To ratify the audit committee’s appointment of KPMG LLP as independent | |||
| registered public accounting firm. | Management | FOR | FOR |
| 3. To approve an employee stock option exchange program. | Management | FOR | FOR |
| 4. To approve an amendment of the RadiSys Corporation 1996 employee stock | |||
| purchase plan. | Management | FOR | FOR |
| Issuer: Medtronic, Inc. | CUSIP: 585055106 |
| Ticker: MDT | |
| Meeting Date: 8/27/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Richard H. Anderson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Victor J. Dzau, M.D. as a director of the company. | Management | FOR | FOR |
| 1-03. Election of William A. Hawkins as a director of the company. | Management | FOR | FOR |
| 1-04. Election of S. Ann Jackson, PH.D as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Robert C. Pozen as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Jean-Pierre Rosso as a director of the company. | Management | FOR | FOR |
| 1-08. Election of jack W. Schuler as a director of the company. | Management | FOR | FOR |
| 2. To ratify the audit committee’s appointment of PricewaterhouseCoopers | |||
| LLP as Medtronic’s independent registered public accounting firm. | Management | FOR | FOR |
| 3. To approve an amendment to the Medtronic, Inc. 2005 employees stock | |||
| purchase plan to increase the number of shares authorized for issuance | Management | FOR | FOR |
| thereunder from 10,000,000 to 25,000,000. | |||
| 4. To approve an amendment to the Medtronic, Inc. 2008 stock award and | |||
| incentive plan to increase the number of shares authorized for issuance | Management | FOR | FOR |
| thereunder from 50,000,000 to 100,000,000. |
| Issuer: Flextronics International Ltd. | CUSIP: Y2573F102 |
| Ticker: FLEX | |
| Meeting Date: 9/22/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-A. Election of James A. Davidson as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Lip Bu Tan as a director of the company. | Management | FOR | FOR |
| 2-A. Election of Robert L. Edwards as a director of the company. | Management | FOR | FOR |
| 2-B. Election of Daniel H. Schulman as a director of the company. | Management | FOR | FOR |
| 2-C. Election of William D. Watkins as a director of the company. | Management | FOR | FOR |
| 3. To approve the reappointment of Deloitte & Touche LLP as Flextronics’s | |||
| independent auditors for the 2010 fiscal year and to authorize the board of | Management | FOR | FOR |
| directors to fix its remuneration. | |||
| 4. To approve the general authorization for the directors of Flextronics to allot | |||
| and issue ordinary shares. | Management | FOR | FOR |
| 5. To approve the renewal of the share purchase mandate relating to | |||
| acquisitions by Flextronics of its own issued ordinary shares. | Management | FOR | FOR |
| 6. To approve changes in the cash compensation payable to Flextronics’s non- | |||
| employee directors and additional cash compensation for the chairman of the | Management | FOR | FOR |
| Board of Directors. |
| Issuer: Maxim Integrated Products, Inc. | CUSIP: 57772K101 |
| Ticker: MXIM | |
| Meeting Date: 12/10/09 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Tunc Doluca as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Kipling Hagoopian as a director of the company. | Management | FOR | FOR |
| 1-03. Election of James R. Bergman as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Joseph R. Bronson as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Robert E. Grady as a director of the company. | Management | FOR | FOR |
| 1-06. Election of William D. Watkins as a director of the company. | Management | FOR | FOR |
| 1-07. Election of A.R. Frank Wazzan as a director of the company. | Management | FOR | FOR |
| 2. To ratify the reappointment of Deloitte & Touche LLP as Maxim’s | |||
| independent registered public accounting firm for the fiscal year ending June | Management | FOR | FOR |
| 26, 2010. | |||
| 3. To ratify and approve amendments to Maxim’s 2008 employee stock | |||
| purchase plan to A) increase the number of shares available for issuance | Management | FOR | FOR |
| thereunder by 2,000,000 shares and B) to make other administrative changes. | |||
| 4. To ratify and approve amendments to 1996 stock incentive plan to A) | |||
| increase the number of shares available for issuance thereunder by 6,000,000 | |||
| shares B) permit to extend the term of a stock option beyond 10 years from the | Management | FOR | FOR |
| date of grant if issuance of common stock upon exercise of such option would | |||
| violate applicable securities laws at the time the option would otherwise expire. | |||
| 5. To approve the adoption of Maxim’s executive bonus plan, which is a bonus | |||
| plan for officers of Maxim compliant with Section 162(M) of the internal | Management | FOR | FOR |
| revenue code. |
| Issuer: Walgreen Co. | CUSIP: 931422109 |
| Ticker: WAG | |
| Meeting Date: 1/13/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Steven A. Davis as a director of the company. | Management | FOR | FOR |
| 1-02. Election of William C. Fotte as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Mark P. Frissora as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Alan G. McNally as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Nancy M. Schlichting as a director of the company. | Management | FOR | FOR |
| 1-06. Election of David Y. Schwartz as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Alejandro Silva as a director of the company. | Management | FOR | FOR |
| 1-08. Election of James A. Skinner as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Gregory D. Watson as a director of the company. | Management | FOR | FOR |
| 2. To ratify the reappointment of Deloitte & Touche LLP as Walgreen Co.’s | |||
| independent registered public accounting firm. | Management | FOR | FOR |
| 3. To amend and restate the Walgreen Co. executive stock option plan. | Management | FOR | FOR |
| 4. To approve a policy to change each voting requirement in Walgreen Co.’s | |||
| charter and by-laws to simple majority vote. | Stockholder | Against | FOR |
| 5. To approve a policy that a significant portion of future stock option grants to | |||
| senior executives should be performance-based. | Stockholder | Against | FOR |
| 6. Proposal on a written report on charitable donations. | Stockholder | Against | FOR |
| Issuer: Home Federal Bancorp, Inc. | CUSIP: 43710G105 |
| Ticker: HOME | |
| Meeting Date: 1/19/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of James R. Stamey as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Robert A. Tinstman as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Crowe Horwath LLP as independent registered | |||
| public accounting firm for the fiscal year ending September 30, 2010. | Management | FOR | FOR |
| Issuer: Xerox Corporation | CUSIP: 984121103 |
| Ticker: XRX | |
| Meeting Date: 2/5/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1. To approve the issuance of shares of common stock required to be issued to | |||
| Affiliated Computer Services, Inc. (“ACS”) stockholders pursuant to the | |||
| agreement and plan of merger, dated as of September 27, 2009, as amended by | Management | FOR | FOR |
| Amendment No. 1 to the agreement and plan of merger, dated as of December | |||
| 13, 2009, among Xerox Corporation, Boulder Acquisition Corp. and ACS. | |||
| 2. To approve the adjournment of the special meeting, if necessary or | |||
| appropriate, including to solicit additional proxies. | Management | FOR | FOR |
| Issuer: Agilent Technologies, Inc. | CUSIP: 00846U101 |
| Ticker: A | |
| Meeting Date: 3/2/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Paul N. Clark as a director of the company. | Management | FOR | FOR |
| 1-02. Election of James G. Cullen as a director of the company. | Management | FOR | FOR |
| 2. To ratify the audit and finance committee’s appointment of | |||
| PricewaterhouseCoopers LLP as Agilent’s independent registered public | Management | FOR | FOR |
| accounting firm. | |||
| 3. To approve Agilent Technologies, Inc. performance based compensation | Management | FOR | FOR |
| plan for covered employees. |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
| Ticker: ADI | |
| Meeting Date: 3/9/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Ray Stata as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Jerald G. Fishman as a director of the company. | Management | FOR | FOR |
| 1-03. Election of James A. Champy as a director of the company. | Management | FOR | FOR |
| 1-04. Election of John L. Doyle as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Yves-Andre Istel as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Neil Novich as a director of the company. | Management | FOR | FOR |
| 1-07. Election of F. Grant Saviesrs as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Paul J. Severino as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 2. To ratify the selection of Ernst & Young as the Company’s independent | |||
| registered public accounting firm for the fiscal year ending October 30, 2010. | Management | FOR | FOR |
| Issuer: Coherent, Inc. | CUSIP: 192479103 |
| Ticker: COHR | |
| Meeting Date: 4/1/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of John R. Ambroseo as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Susan James as a director of the company. | Management | FOR | FOR |
| 1-03. Election of L. William Krause as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Garry Rogerson as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Lawrence Tomlinson as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Sandeep Vij as a director of the company. | Management | FOR | FOR |
| 2. To ratify the selection of Deloitte & Touche LLP as the Company’s | |||
| independent registered public accounting firm for the fiscal year ending | Management | FOR | FOR |
| October 2, 2010. |
| Issuer: Convergys Corporation | CUSIP: 212485106 |
| Ticker: CVG | |
| Meeting Date: 4/20/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Zoe Baird as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Richard R. Devenuti as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Thomas L. Monahan III as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Philip A. Odeen as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Richard F. Wallman as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of the independent accountants. | Management | FOR | FOR |
| 3. Amendment of the articles of incorporation to repeal the classified board of | |||
| directors. | Management | FOR | FOR |
| Issuer: Dover Corporation | CUSIP: 260003108 |
| Ticker: DOV | |
| Meeting Date: 5/6/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of D.H. Benson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of R.W. Cremin as a director of the company. | Management | FOR | FOR |
| 1-03. Election of J-P.M. Ergas as a director of the company. | Management | FOR | FOR |
| 1-04. Election of P.T. Francis as a director of the company. | Management | FOR | FOR |
| 1-05. Election of K.C. Grahamas a director of the company. | Management | FOR | FOR |
| 1-06. Election of J.L. Koley a director of the company. | Management | FOR | FOR |
| 1-07. Election of R.A. Livingston a director of the company. | Management | FOR | FOR |
| 1-08. Election of R.K. Lochridge a director of the company. | Management | FOR | FOR |
| 1-09. Election of B.G. Rethore a director of the company. | Management | FOR | FOR |
| 1-10. Election of M.B. Stubbs a director of the company. | Management | FOR | FOR |
| 1-11. Election of M.A. Winston a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as the | |||
| independent registered public accounting firm of Dover Corporation for 2010. | Management | FOR | FOR |
| Issuer: Johnson & Johnson | CUSIP: 260003108 |
| Ticker: JNJ | |
| Meeting Date: 4/22/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Mary Sue Coleman as a director of the company. | Management | FOR | FOR |
| 1-02. Election of James G. Cullen as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Michael M.E. Johns as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Susan L. Lindquist as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Anne M. Mulcahy a director of the company. | Management | FOR | FOR |
| 1-06. Election of Leo F. Mullin a director of the company. | Management | FOR | FOR |
| 1-07. Election of William D. Perez a director of the company. | Management | FOR | FOR |
| 1-08. Election of Charles Prince a director of the company. | Management | FOR | FOR |
| 1-09. Election of David Satcher a director of the company. | Management | FOR | FOR |
| 1-10. Election of William C. Weldon a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as independent | |||
| registered public accounting firm of for 2010. | Management | FOR | FOR |
| 3. Proposal re: Advisory vote on Executive Compensation. | Stockholder | Against | FOR |
| 4. Proposal re: Special Shareholder meetings. | Stockholder | Against | FOR |
| Issuer: Motorola, Inc. | CUSIP: 620076109 |
| Ticker: MOT | |
| Meeting Date: 5/3/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Gregory Q. Brown as a director of the company. | Management | FOR | FOR |
| 1-02. Election of David W. Dorman as a director of the company. | Management | FOR | FOR |
| 1-03. Election of William R. Hambrecht as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Sanjay K. Jha as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Keith A. Meister a director of the company. | Management | FOR | FOR |
| 1-06. Election of Thomas J. Meredith a director of the company. | Management | FOR | FOR |
| 1-07. Election of Samuel C. Scott III a director of the company. | Management | FOR | FOR |
| 1-08. Election of James R. Stengel a director of the company. | Management | FOR | FOR |
| 1-09. Election of Anthony J. Vinciquerra a director of the company. | Management | FOR | FOR |
| 1-10. Election of Douglas A. Warner III a director of the company. | Management | FOR | FOR |
| 1-11. Election of John A. White a director of the company. | Management | FOR | FOR |
| 2. To approve the Company’s overall executive compensation policies and | |||
| procedures. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the Company’s | |||
| independent registered public accounting firm for 2010. | Management | FOR | FOR |
| 4. Proposal re: Human rights policy. | Stockholder | Against | FOR |
| 5. Proposal re: reincorporate in a shareholder friendly state. | Stockholder | Against | FOR |
| Issuer: Bank of New York Mellon Corporation | CUSIP: 064058100 |
| Ticker: BK | |
| Meeting Date: 4/13/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Ruth E. Bruch as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Nicholas M. Donofrio as a director of the company. | Management | FOR | FOR |
| 1-03. Election Gerald L. Hassell as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Edmund F. Kelly as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Robert P. Kelly a director of the company. | Management | FOR | FOR |
| 1-06. Election of Richard J. Kogan a director of the company. | Management | FOR | FOR |
| 1-07. Election of Michael J. Kowalski a director of the company. | Management | FOR | FOR |
| 1-08. Election of John A. Luke, Jr. a director of the company. | Management | FOR | FOR |
| 1-09. Election of Robert Mhrabian a director of the company. | Management | FOR | FOR |
| 1-10. Election of Mark A. Nordenberg a director of the company. | Management | FOR | FOR |
| 1-11. Election of Catherine A. Rein a director of the company. | Management | FOR | FOR |
| 1-12. Election of William C. Richardson a director of the company. | Management | FOR | FOR |
| 1-13. Election of Samuel C. Scott a director of the company. | Management | FOR | FOR |
| 1-14. Election of John P. Surma a director of the company. | Management | FOR | FOR |
| 1-15. Election of Wesley W. Von Schack a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution relating to 2009 executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as the independent registered | |||
| public accountant. | Management | FOR | FOR |
| 4. Proposal re: cumulative voting. | Stockholder | Against | FOR |
| 5. Proposal re: the adoption of policy requiring a five-year lock up period for | |||
| senior executives’ equity incentive awards. | Stockholder | Against | FOR |
| 6. Proposal re: stockholder approval of certain future severance agreements | |||
| with senior executives. | Stockholder | Against | FOR |
| Issuer: AT&T Inc. | CUSIP: 00206R102 |
| Ticker: T | |
| Meeting Date: 4/30/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Randall L. Stephenson as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Gilbert F. Amelio as a director of the company. | Management | FOR | FOR |
| 1-03. Election Reuben V. Anderson as a director of the company. | Management | FOR | FOR |
| 1-04. Election of James H. Blanchard as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Jamie Chico Pardo a director of the company. | Management | FOR | FOR |
| 1-06. Election of James P. Kelly a director of the company. | Management | FOR | FOR |
| 1-07. Election of Jon C. Madona a director of the company. | Management | FOR | FOR |
| 1-08. Election of Lynn M. Martin a director of the company. | Management | FOR | FOR |
| 1-09. Election of John B. McCoy a director of the company. | Management | FOR | FOR |
| 1-10. Election of Joyce M. Roche a director of the company. | Management | FOR | FOR |
| 1-11. Election of Laura D’Andrea Tyson a director of the company. | Management | FOR | FOR |
| 1-12. Election of Patricia P. Upton a director of the company. | Management | FOR | FOR |
| 2. Ratification of the independent auditors. | Management | FOR | FOR |
| 3. Proposal re: cumulative voting. | Stockholder | Against | FOR |
| 4. Proposal re: pension credit policy. | Stockholder | Against | FOR |
| 5. Proposal re: advisory vote on compensation. | Stockholder | Against | FOR |
| 6. Proposal re: special stockholder meetings. | Stockholder | Against | FOR |
| Issuer: Murphy Oil Corporation | CUSIP: 626717102 |
| Ticker: MUR | |
| Meeting Date: 5/12/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of F.W. Blue as a director of the company. | Management | FOR | FOR |
| 1-02. Election of C.P. Deming as a director of the company. | Management | FOR | FOR |
| 1-03. Election R.A. Hermes as a director of the company. | Management | FOR | FOR |
| 1-04. Election of J.V. Kelley as a director of the company. | Management | FOR | FOR |
| 1-05. Election of R.M. Murphy a director of the company. | Management | FOR | FOR |
| 1-06. Election of W.C. Nolan a director of the company. | Management | FOR | FOR |
| 1-07. Election of N.E. Schmale a director of the company. | Management | FOR | FOR |
| 1-08. Election of D.J.H. Smith a director of the company. | Management | FOR | FOR |
| 1-09. Election of C.G. Theus a director of the company. | Management | FOR | FOR |
| 1-10. Election of D.M. Wood a director of the company. | Management | FOR | FOR |
| 2. Approve the appointment of KPMG LLP as independent registered public | |||
| accounting firm. | Management | FOR | FOR |
| Issuer: McMoRan Exploration Co. | CUSIP: 582411104 |
| Ticker: MMR | |
| Meeting Date: 5/3/10 |
| 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 Suzanne T. Mestayer as a director of the company. | Management | FOR | FOR |
| 1-03. Election Robert A. Day as a director of the company. | Management | FOR | FOR |
| 1-04. Election of James R. Moffett as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Gerald J. Ford a director of the company. | Management | FOR | FOR |
| 1-06. Election of B.M. Rankin, Jr. a director of the company. | Management | FOR | FOR |
| 1-07. Election of H. Devon Graham, Jr. a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of Ernst & Young LLP as independent | |||
| registered accounting firm. | Management | FOR | FOR |
| 3. Approval of the proposed amendment to the amended and restated certificate | |||
| of incorporation to increase the number of authorized shares of common stork | Management | FOR | FOR |
| to 300,000,000. | |||
| 4. Approval of the amended and restated 2008 stock incentive plan. | Management | FOR | FOR |
| Issuer: General Electric Company | CUSIP: 369604103 |
| Ticker: GE | |
| Meeting Date: 4/28/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of W. Geoffrey Beattie as a director of the company. | Management | FOR | FOR |
| 1-02. Election of James I. Cash, Jr. as a director of the company. | Management | FOR | FOR |
| 1-03. Election William M. Castell as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Ann M. Fudge as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Susan Hockfield a director of the company. | Management | FOR | FOR |
| 1-06. Election of Jeffrey R. Immelt a director of the company. | Management | FOR | FOR |
| 1-07. Election of Andrea Jung a director of the company. | Management | FOR | FOR |
| 1-08. Election of Alan G (A.G.) Lafley a director of the company. | Management | FOR | FOR |
| 1-09. Election of Robert W. Lane a director of the company. | Management | FOR | FOR |
| 1-10. Election of Ralph S. Larsen a director of the company. | Management | FOR | FOR |
| 1-11. Election of Rochelle B. Lazarus a director of the company. | Management | FOR | FOR |
| 1-12. Election of James J. Mulva a director of the company. | Management | FOR | FOR |
| 1-13. Election of Sam Nunn a director of the company. | Management | FOR | FOR |
| 1-14. Election of Roger S. Penske a director of the company. | Management | FOR | FOR |
| 1-15. Election of Robert J. Swieringa a director of the company. | Management | FOR | FOR |
| 1-16. Election of Douglea A. Warner III a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of KPMG LLP as independent registered | |||
| accounting firm. | Management | FOR | FOR |
| 3. Proposal re: cumulative voting. | Stockholder | Against | FOR |
| 4. Proposal re: special shareholder meetings. | Stockholder | Against | FOR |
| 5. Proposal re: independent board chairman. | Stockholder | Against | FOR |
| 6. Proposal re: advisory vote on executive compensation. | Stockholder | Against | FOR |
| Issuer: Nexen Inc. | CUSIP: 65334H102 |
| Ticker: NXY | |
| Meeting Date: 4/27/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of W.B. Berryattie as a director of the company. | Management | FOR | FOR |
| 1-02. Election of R.G. Bertram as a director of the company. | Management | FOR | FOR |
| 1-03. Election D.G. Flanagan as a director of the company. | Management | FOR | FOR |
| 1-04. Election of S.B. Jackson as a director of the company. | Management | FOR | FOR |
| 1-05. Election of K.J. Jenkins a director of the company. | Management | FOR | FOR |
| 1-06. Election of A.A. McLellan a director of the company. | Management | FOR | FOR |
| 1-07. Election of E.P. Newell a director of the company. | Management | FOR | FOR |
| 1-08. Election of T.C. O’Neill a director of the company. | Management | FOR | FOR |
| 1-09. Election of M.F. Romanow a director of the company. | Management | FOR | FOR |
| 1-10. Election of F.M. Saville a director of the company. | Management | FOR | FOR |
| 1-11. Election of J.M. Willson a director of the company. | Management | FOR | FOR |
| 1-12. Election of V.J. Zaleschuk a director of the company. | Management | FOR | FOR |
| 2. To appoint Deloitte & Touche LLP as independent auditors for 2010. | Management | FOR | FOR |
| Issuer: Abbott Laboratories | CUSIP: 002824100 |
| Ticker: ABT | |
| Meeting Date: 4/23/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of R.J. Alpern as a director of the company. | Management | FOR | FOR |
| 1-02. Election of R.S. Austin as a director of the company. | Management | FOR | FOR |
| 1-03. Election W.M. Daley as a director of the company. | Management | FOR | FOR |
| 1-04. Election of W.J. Farrell as a director of the company. | Management | FOR | FOR |
| 1-05. Election of H.L. Fuller a director of the company. | Management | FOR | FOR |
| 1-06. Election of W.A. Osborn a director of the company. | Management | FOR | FOR |
| 1-07. Election of D.A.L. Owen a director of the company. | Management | FOR | FOR |
| 1-08. Election of R.S. Roberts a director of the company. | Management | FOR | FOR |
| 1-09. Election of S.C. Scott III a director of the company. | Management | FOR | FOR |
| 1-10. Election of W.D. Smithburg a director of the company. | Management | FOR | FOR |
| 1-11. Election of G.F. Tilton a director of the company. | Management | FOR | FOR |
| 1-12. Election of M.D. White a director of the company. | Management | FOR | FOR |
| 2. Ratification of Deloitte & Touche LLP as auditors. | Management | FOR | FOR |
| 3. Proposal regarding advisory vote on compensation. | Stockholder | Against | FOR |
| 4. Proposal re: special shareholder meetings. | Stockholder | Against | FOR |
| Issuer: EnCana Corporation | CUSIP: 292505104 |
| Ticker: ECA | |
| Meeting Date: 4/21/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Peter A. Dea as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Randall K. Eresman as a director of the company. | Management | FOR | FOR |
| 1-03. Election Claire S. Farley as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Fred J. Fowler as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Barry W. Harrison a director of the company. | Management | FOR | FOR |
| 1-06. Election of Suzanne P. Nimocks a director of the company. | Management | FOR | FOR |
| 1-07. Election of David P. O’Brien a director of the company. | Management | FOR | FOR |
| 1-08. Election of Jane L. Peverett a director of the company. | Management | FOR | FOR |
| 1-09. Election of Allan P. Sawin a director of the company. | Management | FOR | FOR |
| 1-10. Election of Bruce G. Waterman a director of the company. | Management | FOR | FOR |
| 1-11. Election of Clayton H. Woitas a director of the company. | Management | FOR | FOR |
| 2. Appointment of auditors – PricewaterhouseCoopers LLP at a remuneration | |||
| to be fixed by the Board of Directors. | Management | FOR | FOR |
| 3. Amendment and reconfirmation of the shareholder rights plan. | Management | FOR | FOR |
| 4. Confirmation of amendments to By-Law No. 1. | Management | FOR | FOR |
| Issuer: Intel Corporation | CUSIP: 458140100 |
| Ticker: INTC | |
| Meeting Date: 5/19/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Charlene Barshefsky as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Susan L. Decker as a director of the company. | Management | FOR | FOR |
| 1-03. Election John J. Donahoe as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Reed E. Hundt as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Paul S. Otellini a director of the company. | Management | FOR | FOR |
| 1-06. Election of James D. Plummer a director of the company. | Management | FOR | FOR |
| 1-07. Election of David S. Pottruck a director of the company. | Management | FOR | FOR |
| 1-08. Election of Jane E. Shaw a director of the company. | Management | FOR | FOR |
| 1-09. Election of Frank D. Yeary a director of the company. | Management | FOR | FOR |
| 1-10. Election of David B. Yoffie a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent registered | |||
| public accounting firm for the current year. | Management | FOR | FOR |
| 3. Advisory vote on compensation. | Management | FOR | FOR |
| Issuer: Carlisle Companies Inc. | CUSIP: 142339100 |
| Ticker: CSL | |
| Meeting Date: 5/14/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robin J. Adams as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Robin S. Callahan as a director of the company. | Management | FOR | FOR |
| 1-03. Election David A. Roberts as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as the Company’s | |||
| independent registered public accounting firm for the 2010 fiscal year. | Management | FOR | FOR |
| Issuer: CEVA, Inc. | CUSIP: 157210105 |
| Ticker: CEVA | |
| Meeting Date: 5/25/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Eliyahu Ayalon as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Zvi Limon as a director of the company. | Management | FOR | FOR |
| 1-03. Election Bruce A. Mann as a director of the company. | Management | FOR | FOR |
| 1-04. Election Peter McManamon as a director of the company. | Management | FOR | FOR |
| 1-05. Election Sven-Christer Nilsson as a director of the company. | Management | FOR | FOR |
| 1-06. Election Louis Silver as a director of the company. | Management | FOR | FOR |
| 1-07. Election Dan Tocatly as a director of the company. | Management | FOR | FOR |
| 1-08. Election Gideon Wertheizer as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the selection of Kost Forer Gabbay & Kassierer (a member of | |||
| Ernst & Young Global) as independent auditors of the company for the fiscal | Management | FOR | FOR |
| year ending December 31, 2010. |
| Issuer: NewStar Financial, Inc. | CUSIP: 65251F105 |
| Ticker: NEWS | |
| Meeting Date: 5/12/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Charles N. Bralver as a director of the company. | Management | FOR | FOR |
| 1-02. Election of T. Kimball Brooker as a director of the company. | Management | FOR | FOR |
| 1-03. Election Timothy J. Conway as a director of the company. | Management | FOR | FOR |
| 1-04. Election Bradley E. Cooper as a director of the company. | Management | FOR | FOR |
| 1-05. Election Brian L.P. Fallon as a director of the company. | Management | FOR | FOR |
| 1-06. Election Frank R. Noonan as a director of the company. | Management | FOR | FOR |
| 1-07. Election Maureen P. O’Hara as a director of the company. | Management | FOR | FOR |
| 1-08. Election P.A. Schmidt as a director of the company. | Management | FOR | FOR |
| 1-09. Election Richard E. Thornburgh as a director of the company. | Management | FOR | FOR |
| 2. To approve the amendment to the 2006 incentive plan, as amended and | |||
| restated. | Management | FOR | FOR |
| 3. To approve the grant to the board of directors the discretionary authority to | |||
| effect a reverse stock split. | Management | FOR | FOR |
| 4. To ratify the appointment of KPMG LLP as independent registered public | |||
| accounting firm for the 2010 fiscal year. | Management | FOR | FOR |
| Issuer: JPMorgan Chase & Co. | CUSIP: 46625H100 |
| Ticker: JPM | |
| Meeting Date: 5/18/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Crandall C. Bowles as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1-03. Election David M. Cote as a director of the company. | Management | FOR | FOR |
| 1-04. Election James S. Crown as a director of the company. | Management | FOR | FOR |
| 1-05. Election James Dimon as a director of the company. | Management | FOR | FOR |
| 1-06. Election Ellen V. Futter as a director of the company. | Management | FOR | FOR |
| 1-07. Election William H. Gray, III as a director of the company. | Management | FOR | FOR |
| 1-08. Election Laban P. Jackson, Jr. as a director of the company. | Management | FOR | FOR |
| 1-09. Election David C. Novak as a director of the company. | Management | FOR | FOR |
| 1-10. Election Lee R. Raymond as a director of the company. | Management | FOR | FOR |
| 1-11. Election William C. Weldon as a director of the company. | Management | FOR | FOR |
| 2. Appointment of independent registered public accounting firm. | Management | FOR | FOR |
| 3. Advisory vote on executive compensation. | Management | FOR | FOR |
| 4. Proposal regarding political non-partisanship. | Stockholder | Against | FOR |
| 5. Proposal regarding special shareholder meetings. | Stockholder | Against | FOR |
| 6. Proposal regarding collateral in over the counter derivatives trading. | Stockholder | Against | FOR |
| 7. Proposal regarding shareholder action by written consent. | Stockholder | Against | FOR |
| 8. Proposal regarding independent chairman. | Stockholder | Against | FOR |
| 9. Proposal regarding pay disparity. | Stockholder | Against | FOR |
| 10. Proposal regarding share retention. | Stockholder | Against | FOR |
| Issuer: Xerox Corporation. | CUSIP: 984121103 |
| Ticker: XRX | |
| Meeting Date: 5/20/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Glenn A. Britt as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Ursula M. Burns as a director of the company. | Management | FOR | FOR |
| 1-03. Election Richard J. Harrington as a director of the company. | Management | FOR | FOR |
| 1-04. Election William Curt Hunter as a director of the company. | Management | FOR | FOR |
| 1-05. Election Robert A. McDonald as a director of the company. | Management | FOR | FOR |
| 1-06. Election N.J. Nicholas, Jr. as a director of the company. | Management | FOR | FOR |
| 1-07. Election Charles Prince as a director of the company. | Management | FOR | FOR |
| 1-08. Election Ann N. Reese as a director of the company. | Management | FOR | FOR |
| 1-09. Election Mary Agnes Wilderotter as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of PricewaterhouseCoopers LLP as the company’s | |||
| independent registered public accounting firm for 2010. | Management | FOR | FOR |
| 3. Approval of the May 2010 amendment and restatement of the company’s | |||
| 2004 performance incentive plan. | Management | FOR | FOR |
| Issuer: Vical Inc. | CUSIP: 925602104 |
| Ticker: VICL | |
| Meeting Date: 5/25/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Robert H. Campbell as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Gary A. Lyons as a director of the company. | Management | FOR | FOR |
| 2. To amend the company’s amended and restated stock incentive plan to, | |||
| among other things, increase the aggregate number of shares of common stock | Management | FOR | FOR |
| authorized for issuance under the plan by 5,000,000 shares. | |||
| 3. To amend the company’s restated certificate of incorporation to increase the | |||
| total number of authorized shares and the number of authorized shares of | Management | FOR | FOR |
| common stock to 165,000,000 and 160,000,000 shares, respectively. | |||
| 4. To ratify the selection by the audit committee of the board of directors of | |||
| Ernst & Young LLP as independent auditors of the company for its fiscal year | Management | FOR | FOR |
| ending December 31, 2010. |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
| Ticker: HCCI | |
| Meeting Date: 5/6/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Donald Brinckman as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Charles E. Schalliol 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 2010. | Management | FOR | FOR |
| 3. To amend the amended and restated certificate of incorporation to increase | |||
| the number of authorized shares of common stock of the company from | Management | FOR | FOR |
| 15,000,000 to 18,000,000. |
| Issuer: Devon Energy Corporation | CUSIP: 25179M103 |
| Ticker: DVN | |
| Meeting Date: 6/9/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of John Richels as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of the Company’s independent auditors for 2010. | Management | FOR | FOR |
| 3. Proposal to adopt a simple majority vote for all matters. | Stockholder | Against | FOR |
| Issuer: Roper Industries, Inc. | CUSIP: 776696106 |
| Ticker: ROP | |
| Meeting Date: 6/2/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of David W. Devonshire 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 |
| 2. To ratify the appointment of PricewaterhouseCoopers LLP as the | |||
| independent accounting form of the company. | Management | FOR | FOR |
| Issuer: Sonus Networks, Inc. | CUSIP: 835916107 |
| Ticker: SONS | |
| Meeting Date: 6/16/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Beatriz V. Infante as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Howard E. Janzen as a director of the company. | Management | FOR | FOR |
| 1-03. Election of H. Brian Thompson as a director of the company. | Management | FOR | FOR |
| 2. To approve the grant to the Board of Directors of discretionary authority to | |||
| amend and restate the fourth amended and restated certificate of incorporation, | |||
| as amended, to effect a reverse stock split of common stock at a ratio of not | Management | FOR | FOR |
| less than 1 for 3 and not more than 1 for 6. | |||
| 3. To approve amendments to the Sonus Networks, Inc. 2007 stock incentive | |||
| plan, as amended. | Management | FOR | FOR |
| 4. To ratify the appointment of Deloitte & Touche LLP as Sonus Networks’ | |||
| Independent registered accounting firm for the fiscal year ending December 31, | Management | FOR | FOR |
| 2010. |
| Issuer: Arbinet Corporation | CUSIP: 03875P100 |
| Ticker: ARBX | |
| Meeting Date: 6/24/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of Randall Kaplan as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Shawn F. O’Donnell as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Friedman LLP as the company’s registered | |||
| public accounting firm for the year ending December 31, 2010. | Management | FOR | FOR |
| Issuer: Flextronics International Ltd. | CUSIP: Y2573F102 |
| Ticker: FLEX | |
| Meeting Date: 7/23/10 |
| Matter Voted On | Proposed By |
Fund Vote |
For/ Against Mgt. |
| 1-01. Election of H. Raymond Bingham as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Dr. Willy C. Shih as a director of the company. | Management | FOR | FOR |
| 2. To approve the re-appointment of Deloitte & Touche LLP as Flextronics’ | |||
| independent auditors for the 2011 fiscal year and to authorize the board of | Management | FOR | FOR |
| directors to fix its remuneration. | |||
| 3. To approve the general authorization for the directors of Flextronics to allot | |||
| and issue ordinary shares. | Management | FOR | FOR |
| 4. To approve the adoption of the Flextronics International Ltd. 2010 Equity | |||
| Incentive Plan. | Management | FOR | FOR |
| S1. To approve the renewal of the share purchase mandate relating to | |||
| acquisitions by Flextronics of its own issued ordinary shares. | Management | FOR | FOR |
| Issuer: Vodafone Group Plc. | CUSIP: 92857W209 |
| Ticker: VOD | |
| Meeting Date: 7/27/10 |
| 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 2010. | Management | FOR | FOR |
| 2. To re-elect Sir John Bond as a director. | Management | FOR | FOR |
| 3. To re-elect John Buchanan as a director. | Management | FOR | FOR |
| 4. To re-elect Vittorio Colao as a director. | Management | FOR | FOR |
| 5. TO re-elect Michel Combes as a director. | Management | FOR | FOR |
| 6. To re-elect Andy Halford as a director. | Management | FOR | FOR |
| 7. To re-elect Stephen Pusey as a director. | Management | FOR | FOR |
| 8. To re-elect Alan Jebson as a director. | Management | FOR | FOR |
| 9. To re-elect Samuel Jonah 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 5.65p per ordinary share. | Management | FOR | FOR |
| 16. To approve Remuneration Report. | Management | FOR | FOR |
| 17. To re-appoint Deloitte LLP as auditors. | Management | FOR | FOR |
| 18. To authorize the Audit Committee to determine the remuneration of the | |||
| auditors. | Management | FOR | FOR |
| 19. To authorize the directors to allot shares. | Management | FOR | FOR |
| 20. To authorize the directors to dis-apply pre-emption rights. | Management | FOR | FOR |
| 21. To authorize the Company to purchase its own shares (section 701, | |||
| Companies Act 2006) | Management | FOR | FOR |
| 22. To adopt new articles of Association. | Management | FOR | FOR |
| 23. To authorize the calling of a general meeting other than an Annual General | |||
| Meeting on not less than 14 clear days’ notice. | Management | FOR | FOR |
| 24. To approve the continued operation of the Vodafone Share Incentive Plan. | 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: July 29, 2010