fxbynpxjune2013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number:
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811-09261
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Foxby Corp.
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(Exact name of registrant as specified in charter)
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11 Hanover Square, 12th Floor, New York, NY
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10005
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(Address of principal executive offices)
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(Zip code)
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John F. Ramirez, Esq.
Foxby Corp.
11 Hanover Square, 12th Floor
New York, NY 10005
Registrant's telephone number, including area code:
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1-212-785-0900
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Date of fiscal year end:
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12/31
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Date of reporting period:
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07/01/2012 - 06/30/2013
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Item 1. Proxy Voting Record
The information contained herein discloses the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote; and
(i) Whether the registrant cast its vote for or against management.
Foxby Corp.
3M COMPANY
Ticker: MMM Security ID: 88579Y101
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linda G. Alvarado For For Management
1b Elect Director Vance D. Coffman For For Management
1c Elect Director Michael L. Eskew For For Management
1d Elect Director W. James Farrell For For Management
1e Elect Director Herbert L. Henkel For For Management
1f Elect Director Muhtar Kent For For Management
1g Elect Director Edward M. Liddy For For Management
1h Elect Director Robert S. Morrison For For Management
1i Elect Director Aulana L. Peters For For Management
1j Elect Director Inge G. Thulin For For Management
1k Elect Director Robert J. Ulrich For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Provide Right to Act by Written Consent Against For Shareholder
5 Study Feasibility of Prohibiting Against Against Shareholder
Political Contributions
ACCENTURE PLC
Ticker: ACN Security ID: G1151C101
Meeting Date: FEB 06, 2013 Meeting Type: Annual
Record Date: DEC 11, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2.1 Elect Director William L. Kimsey For For Management
2.2 Elect Director Robert I. Lipp For For Management
2.3 Elect Director Pierre Nanterme For For Management
2.4 Elect Director Gilles C. Pelisson For For Management
2.5 Elect Director Wulf von Schimmelmann For For Management
3 Approve Auditors and Authorize Board For For Management
to Fix Their Remuneration
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Amend 2010 Share Incentive Plan For Against Management
6 Authorize the Holding of the 2014 AGM For For Management
at a Location Outside Ireland
7 Authorize Open-Market Purchases of For For Management
Class A Ordinary Shares
8 Determine the Price Range at which For For Management
Accenture Plc can Re-issue Shares that
it Acquires as Treasury Stock
9 Report on Lobbying Payments and Policy Against For Shareholder
AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey P. Bezos For For Management
1b Elect Director Tom A. Alberg For For Management
1c Elect Director John Seely Brown For For Management
1d Elect Director William B. Gordon For For Management
1e Elect Director Jamie S. Gorelick For For Management
1f Elect Director Alain Monie For For Management
1g Elect Director Jonathan J. Rubinstein For For Management
1h Elect Director Thomas O. Ryder For For Management
1i Elect Director Patricia Q. Stonesifer For For Management
2 Ratify Auditors For For Management
3 Report on Political Contributions Against For Shareholder
APPLE INC.
Ticker: AAPL Security ID: 037833100
Meeting Date: FEB 27, 2013 Meeting Type: Annual
Record Date: JAN 02, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Campbell For For Management
1.2 Elect Director Timothy Cook For For Management
1.3 Elect Director Millard Drexler For For Management
1.4 Elect Director Al Gore For For Management
1.5 Elect Director Robert Iger For For Management
1.6 Elect Director Andrea Jung For For Management
1.7 Elect Director Arthur Levinson For For Management
1.8 Elect Director Ronald Sugar For For Management
2 Amend Articles of Incorporation For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against For Shareholder
6 Establish Board Committee on Human Against Against Shareholder
Rights
ASTRAZENECA PLC
Ticker: AZN Security ID: 046353108
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Dividends For For Management
3 Reappoint KPMG Audit plc as Auditors For For Management
4 Authorise Board to Fix Remuneration of For For Management
Auditors
5(a) Re-elect Leif Johansson as Director For For Management
5(b) Elect Pascal Soriot as Director For For Management
5(c) Re-elect Simon Lowth as Director For For Management
5(d) Re-elect Genevieve Berger as Director For For Management
5(e) Re-elect Bruce Burlington as Director For For Management
5(f) Re-elect Graham Chipchase as Director For For Management
5(g) Re-elect Jean-Philippe Courtois as For For Management
Director
5(h) Re-elect Rudy Markham as Director For For Management
5(i) Re-elect Nancy Rothwell as Director For For Management
5(j) Re-elect Shriti Vadera as Director For For Management
5(k) Re-elect John Varley as Director For For Management
5(l) Re-elect Marcus Wallenberg as Director For For Management
6 Approve Remuneration Report For For Management
7 Authorise EU Political Donations and For For Management
Expenditure
8 Authorise Issue of Equity with For For Management
Pre-emptive Rights
9 Authorise Issue of Equity without For For Management
Pre-emptive Rights
10 Authorise Market Purchase of Ordinary For For Management
Shares
11 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
BERKSHIRE HATHAWAY INC.
Ticker: BRK.B Security ID: 084670702
Meeting Date: MAY 04, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warren E. Buffett For For Management
1.2 Elect Director Charles T. Munger For For Management
1.3 Elect Director Howard G. Buffett For For Management
1.4 Elect Director Stephen B. Burke For For Management
1.5 Elect Director Susan L. Decker For For Management
1.6 Elect Director William H. Gates III For For Management
1.7 Elect Director David S. Gottesman For For Management
1.8 Elect Director Charlotte Guyman For For Management
1.9 Elect Director Donald R. Keough For For Management
1.10 Elect Director Thomas S. Murphy For For Management
1.11 Elect Director Ronald L. Olson For For Management
1.12 Elect Director Walter Scott, Jr. For For Management
1.13 Elect Director Meryl B. Witmer For For Management
2 Adopt Quantitative Goals for GHG and Against For Shareholder
Other Air Emissions
CHEVRON CORPORATION
Ticker: CVX Security ID: 166764100
Meeting Date: MAY 29, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Linnet F. Deily For For Management
1b Elect Director Robert E. Denham For For Management
1c Elect Director Alice P. Gast For For Management
1d Elect Director Enrique Hernandez, Jr. For For Management
1e Elect Director George L. Kirkland For For Management
1f Elect Director Charles W. Moorman, IV For For Management
1g Elect Director Kevin W. Sharer For For Management
1h Elect Director John G. Stumpf For For Management
1i Elect Director Ronald D. Sugar For For Management
1j Elect Director Carl Ware For For Management
1k Elect Director John S. Watson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Management of Hydraulic Against For Shareholder
Fracturing Risks and Opportunities
6 Report on Offshore Oil Wells and Spill Against Against Shareholder
Mitigation Measures
7 Report on Financial Risks of Climate Against Against Shareholder
Change
8 Report on Lobbying Payments and Policy Against For Shareholder
9 Prohibit Political Contributions Against Against Shareholder
10 Provide for Cumulative Voting Against For Shareholder
11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
12 Require Director Nominee with Against For Shareholder
Environmental Expertise
13 Adopt Guidelines for Country Selection Against For Shareholder
CHURCH & DWIGHT CO., INC.
Ticker: CHD Security ID: 171340102
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Bradley C. Irwin For For Management
1b Elect Director Penry W. Price For For Management
1c Elect Director Arthur B. Winkleblack For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
ECOLAB INC.
Ticker: ECL Security ID: 278865100
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas M. Baker, Jr. For For Management
1.2 Elect Director Barbara J. Beck For For Management
1.3 Elect Director Leslie S. Biller For For Management
1.4 Elect Director Stephen I. Chazen For For Management
1.5 Elect Director Jerry A. Grundhofer For For Management
1.6 Elect Director Arthur J. Higgins For For Management
1.7 Elect Director Joel W. Johnson For For Management
1.8 Elect Director Michael Larson For For Management
1.9 Elect Director Jerry W. Levin For For Management
1.10 Elect Director Robert L. Lumpkins For For Management
1.11 Elect Director Victoria J. Reich For For Management
1.12 Elect Director Mary M. VanDeWeghe For For Management
1.13 Elect Director John J. Zillmer For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Stock Retention/Holding Period Against For Shareholder
6 Require Consistency with Corporate Against Against Shareholder
Values and Report on Political
Contributions
EXXON MOBIL CORPORATION
Ticker: XOM Security ID: 30231G102
Meeting Date: MAY 29, 2013 Meeting Type: Annual
Record Date: APR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director M.J. Boskin For For Management
1.2 Elect Director P. Brabeck-Letmathe For For Management
1.3 Elect Director U.M. Burns For For Management
1.4 Elect Director L.R. Faulkner For For Management
1.5 Elect Director J.S. Fishman For For Management
1.6 Elect Director H.H. Fore For For Management
1.7 Elect Director K.C. Frazier For For Management
1.8 Elect Director W.W. George For For Management
1.9 Elect Director S.J. Palmisano For For Management
1.10 Elect Director S.S. Reinemund For For Management
1.11 Elect Director R.W. Tillerson For For Management
1.12 Elect Director W.C. Weldon For For Management
1.13 Elect Director E.E. Whitacre, Jr. For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Require Independent Board Chairman Against For Shareholder
5 Require a Majority Vote for the Against For Shareholder
Election of Directors
6 Limit Directors to a Maximum of Three Against Against Shareholder
Board Memberships in Companies with
Sales over $500 Million Annually
7 Report on Lobbying Payments and Policy Against For Shareholder
8 Study Feasibility of Prohibiting Against Against Shareholder
Political Contributions
9 Adopt Sexual Orientation Anti-bias Against Against Shareholder
Policy
10 Report on Management of Hydraulic Against For Shareholder
Fracturing Risks and Opportunities
11 Adopt Quantitative GHG Goals for Against For Shareholder
Products and Operations
FRANKLIN RESOURCES, INC.
Ticker: BEN Security ID: 354613101
Meeting Date: MAR 13, 2013 Meeting Type: Annual
Record Date: JAN 16, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Samuel H. Armacost For For Management
1b Elect Director Peter K. Barker For For Management
1c Elect Director Charles Crocker For For Management
1d Elect Director Charles B. Johnson For For Management
1e Elect Director Gregory E. Johnson For For Management
1f Elect Director Rupert H. Johnson, Jr. For For Management
1g Elect Director Mark C. Pigott For For Management
1h Elect Director Chutta Ratnathicam For For Management
1i Elect Director Laura Stein For For Management
1j Elect Director Anne M. Tatlock For For Management
1k Elect Director Geoffrey Y. Yang For For Management
2 Ratify Auditors For For Management
3 Institute Procedures to Prevent Against Against Shareholder
Investments in Companies that
Contribute to Genocide or Crimes
Against Humanity
GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director Eric E. Schmidt For For Management
1.4 Elect Director L. John Doerr For For Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director John L. Hennessy For For Management
1.7 Elect Director Ann Mather For For Management
1.8 Elect Director Paul S. Otellini For For Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Shirley M. Tilghman For For Management
2 Ratify Auditors For For Management
3 Report on Reducing Lead Battery Health Against For Shareholder
Hazards
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Stock Retention/Holding Period Against For Shareholder
6 Adopt Policy on Succession Planning Against For Shareholder
MCDONALD'S CORPORATION
Ticker: MCD Security ID: 580135101
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Walter E. Massey For For Management
1b Elect Director John W. Rogers, Jr. For For Management
1c Elect Director Roger W. Stone For For Management
1d Elect Director Miles D. White For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Pay Disparity Against Against Shareholder
5 Stock Retention/Holding Period Against For Shareholder
6 Report on Human Rights Risk Assessment Against For Shareholder
Process
7 Report on Nutrition Initiatives and Against Against Shareholder
Childhood Obesity Concerns
MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 28, 2012 Meeting Type: Annual
Record Date: SEP 14, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven A. Ballmer For For Management
2 Elect Director Dina Dublon For For Management
3 Elect Director William H. Gates, III For For Management
4 Elect Director Maria M. Klawe For For Management
5 Elect Director Stephen J. Luczo For For Management
6 Elect Director David F. Marquardt For For Management
7 Elect Director Charles H. Noski For For Management
8 Elect Director Helmut Panke For For Management
9 Elect Director John W. Thompson For For Management
10 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
11 Approve Qualified Employee Stock For For Management
Purchase Plan
12 Ratify Auditors For For Management
13 Provide for Cumulative Voting Against For Shareholder
THE HOME DEPOT, INC.
Ticker: HD Security ID: 437076102
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director F. Duane Ackerman For For Management
1b Elect Director Francis S. Blake For For Management
1c Elect Director Ari Bousbib For For Management
1d Elect Director Gregory D. Brenneman For For Management
1e Elect Director J. Frank Brown For For Management
1f Elect Director Albert P. Carey For For Management
1g Elect Director Armando Codina For For Management
1h Elect Director Bonnie G. Hill For For Management
1i Elect Director Karen L. Katen For For Management
1j Elect Director Mark Vadon For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Executive Incentive Bonus Plan For For Management
5 Amend Omnibus Stock Plan For For Management
6 Prepare Employment Diversity Report Against For Shareholder
7 Adopt Stormwater Run-off Management Against Against Shareholder
Policy
THE PROCTER & GAMBLE COMPANY
Ticker: PG Security ID: 742718109
Meeting Date: OCT 09, 2012 Meeting Type: Annual
Record Date: AUG 10, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Angela F. Braly For For Management
1.2 Elect Director Kenneth I. Chenault For For Management
1.3 Elect Director Scott D. Cook For For Management
1.4 Elect Director Susan Desmond-Hellmann For For Management
1.5 Elect Director Robert A. McDonald For For Management
1.6 Elect Director W. James McNerney, Jr. For For Management
1.7 Elect Director Johnathan A. Rodgers For For Management
1.8 Elect Director Margaret C. Whitman For For Management
1.9 Elect Director Mary Agnes Wilderotter For For Management
1.10 Elect Director Patricia A. Woertz For For Management
1.11 Elect Director Ernesto Zedillo For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Proxy Statement Reporting on Against Against Shareholder
Political Contributions and Advisory
Vote
5 Report on Adopting Extended Producer Against Against Shareholder
Responsibility Policy
6 Reduce Supermajority Vote Requirement Against For Shareholder
TOLL BROTHERS, INC.
Ticker: TOL Security ID: 889478103
Meeting Date: MAR 13, 2013 Meeting Type: Annual
Record Date: JAN 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Douglas C. Yearley, Jr. For For Management
1.2 Elect Director Robert S. Blank For For Management
1.3 Elect Director Edward G. Boehne For For Management
1.4 Elect Director Richard J. Braemer For For Management
1.5 Elect Director Carl E. Marbach For For Management
1.6 Elect Director Stephen A. Novick For For Management
1.7 Elect Director Paul E. Shapiro For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Require a Majority Vote for the Against For Shareholder
Election of Directors
UNITED PARCEL SERVICE, INC.
Ticker: UPS Security ID: 911312106
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director F. Duane Ackerman For For Management
1b Elect Director Michael J. Burns For For Management
1c Elect Director D. Scott Davis For For Management
1d Elect Director Stuart E. Eizenstat For For Management
1e Elect Director Michael L. Eskew For For Management
1f Elect Director William R. Johnson For For Management
1g Elect Director Candace Kendle For For Management
1h Elect Director Ann M. Livermore For For Management
1i Elect Director Rudy H. P. Markham For For Management
1j Elect Director Clark T. Randt, Jr. For For Management
1k Elect Director Carol B. Tome For For Management
1l Elect Director Kevin M. Warsh For For Management
2 Ratify Auditors For For Management
3 Report on Lobbying Payments and Policy Against Against Shareholder
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 07, 2013 Meeting Type: Annual
Record Date: APR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Aida M. Alvarez For For Management
1b Elect Director James I. Cash, Jr. For For Management
1c Elect Director Roger C. Corbett For For Management
1d Elect Director Douglas N. Daft For For Management
1e Elect Director Michael T. Duke For Against Management
1f Elect Director Timothy P. Flynn For For Management
1g Elect Director Marissa A. Mayer For For Management
1h Elect Director Gregory B. Penner For For Management
1i Elect Director Steven S. Reinemund For For Management
1j Elect Director H. Lee Scott, Jr. For For Management
1k Elect Director Jim C. Walton For For Management
1l Elect Director S. Robson Walton For Against Management
1m Elect Director Christopher J. Williams For Against Management
1n Elect Director Linda S. Wolf For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
5 Amend Bylaws -- Call Special Meetings Against For Shareholder
6 Stock Retention/Holding Period Against For Shareholder
7 Require Independent Board Chairman Against For Shareholder
8 Disclosure of Recoupment Activity from Against For Shareholder
Senior Officers
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: FEB 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For For Management
1b Elect Director Elaine L. Chao For For Management
1c Elect Director John S. Chen For For Management
1d Elect Director Lloyd H. Dean For For Management
1e Elect Director Susan E. Engel For For Management
1f Elect Director Enrique Hernandez, Jr. For For Management
1g Elect Director Donald M. James For For Management
1h Elect Director Cynthia H. Milligan For For Management
1i Elect Director Federico F. Pena For For Management
1j Elect Director Howard V. Richardson For For Management
1k Elect Director Judith M. Runstad For For Management
1l Elect Director Stephen W. Sanger For For Management
1m Elect Director John G. Stumpf For For Management
1n Elect Director Susan G. Swenson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Require Independent Board Chairman Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
7 Review Fair Housing and Fair Lending Against For Shareholder
Compliance
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.
Foxby Corp.
By:
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/s/ Thomas B. Winmill
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Thomas B. Winmill, Chief Executive Officer
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Date: June 13, 2014
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