UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-179
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, 2014 - June 30, 2015
| Issuer: Medtronic, Inc. | CUSIP: 585055106 | |||
| Ticker: MDT | ||||
| Meeting Date: 8/21/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Richard Anderson as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Scott C. Donnelly as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of Shirley Ann Jackson PhD. as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Michael O. Leavitt as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of James T. Lenehan as a director of the company. | Management | FOR | FOR | |
| 1-07. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR | |
| 1-08. Election of Kendall J. Powell as a director of the company. | Management | FOR | FOR | |
| 1-09. Election of Robert C. Pozen as a director of the company. | Management | FOR | FOR | |
| 1-10. 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 registered public accounting firm for fiscal year 2015. | Management | FOR | FOR | |
| 3. To approve, in a non-binding advisory vote, named executive compensation | ||||
| (a “Say-on-Pay” vote). | Management | FOR | FOR | |
| 4. To approve the Medtronic, Inc. 2014 Employees Stock Purchase Plan. | Management | FOR | FOR | |
| 5. To amend and restate the Company’s Articles of Incorporation to provide | ||||
| that directors will be elected by a majority vote in uncontested elections. | Management | FOR | FOR | |
| 6. To amend and restate the Company’s Articles of Incorporation to allow | ||||
| changes to the size of the Board of Directors upon the affirmative vote of a | Management | FOR | FOR | |
| simple majority of shares. | ||||
| 7. To amend and restate the Company’s Articles of Incorporation to allow | ||||
| removal of a director upon the affirmative vote of a simple majority of shares. | Management | FOR | FOR | |
| 8. To amend and restate the Company’s Articles of Incorporation to allow | ||||
| amendments to Section 5.3 of Article 5 upon the affirmative vote of a simple | Management | FOR | FOR | |
| majority of shares. | ||||
| Issuer: Radisys Corporation | CUSIP: 750459109 | |||
| Ticker: RSYS | ||||
| Meeting Date: 9/22/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of C. Scott Gibson as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Brian Bronson as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Hubert de Pesquidoux as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of M. Niel Ransom as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Lorene K. Steffes as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of Vincent H. Tobkin as a director of the company. | Management | FOR | FOR | |
| 2. Advisory vote to approve compensation of named executive officers. | Management | FOR | FOR | |
| 3. Ratification of the appointment of KPMG LLP as the company’s | ||||
| independent registered public accounting firm. | Management | FOR | FOR | |
| 4. Approval of an amendment to the Radisys Corporation 2007 stock plan. | Management | FOR | FOR | |
| 5. Approval of the terms of the performance goals established for the Radisys | ||||
| Corporation 2007 stock plan. | Management | FOR | FOR | |
| Issuer: GeoMet, Inc. | CUSIP: 37250U300 | |||
| Ticker: GMETP | ||||
| Meeting Date: 9/19/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1. To approve an amendment to GeoMet, Inc.’s amended and restated | ||||
| certificate of incorporation to remove the prohibition restricting stockholders | Management | FOR | FOR | |
| from acting by written consent (the “Charter Amendment”). | ||||
| 2. To approve the adoption of resolutions that have been adopted by GeoMet, | ||||
| Inc’s board of directors to ratify the certificate of amendment to the certificate | ||||
| of designations of Series A Convertible preferred Stock of GeoMet, Inc. that | Management | FOR | FOR | |
| was filed with the Secretary of the State of Delaware on December 21, 2010 | ||||
| (the COD Ratification Resolutions”). | ||||
| Issuer: Oracle Corporation | CUSIP: 68389X105 | |||
| Ticker: ORCL | ||||
| Meeting Date: 11/5/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Jeffrey S. Berg as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of H. Raymond Bingham as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Michael J. Boskin as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of Safra A. Catz as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Bruce R. Chizen as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of George H. Conrades as a director of the company. | Management | FOR | FOR | |
| 1-07. Election of Lawrence J. Ellison as a director of the company. | Management | FOR | FOR | |
| 1-08. Election of Hector Garcia-Molina as a director of the company. | Management | FOR | FOR | |
| 1-09. Election of Jeffrey O. Henley as a director of the company. | Management | FOR | FOR | |
| 1-10. Election of Mark V. Hurd as a director of the company. | Management | FOR | FOR | |
| 1-11. Election of Naomi O. Seligman as a director of the company. | Management | FOR | FOR | |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR | |
| 3. Ratification of the selection of Ernst & Young LLP as independent | ||||
| registered public accounting firm for fiscal year 2015. | Management | FOR | FOR | |
| 4. Proposal regarding vote tabulation. | Stockholder | Against | FOR | |
| 5. Proposal regarding multiple performance metrics | Stockholder | Against | FOR | |
| 6. Proposal regarding quantifiable performance metrics | Stockholder | Against | FOR | |
| 7. Proposal regarding proxy access. | Stockholder | Against | FOR | |
| Issuer: Coach, Inc. | CUSIP: 189754104 | |||
| Ticker: COH | ||||
| Meeting Date: 11/6/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of David Denton as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Susan Kropf as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Gary Loveman as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of Victor Luis as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Ivan Menezes as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of William Nuti as a director of the company. | Management | FOR | FOR | |
| 1-07. Election of Jide Zeitlin as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of the appointment of Deloitte & Touche LLP as the company’s | ||||
| independent registered public accounting firm for fiscal year 2015. | Management | FOR | FOR | |
| 3. Approval, on a non-binding advisory basis, of the company’s executive | ||||
| compensation as disclosed in the proxy statement for the 2014 annual meeting. | Management | FOR | FOR | |
| 4. Approval of the amended and restated Coach, Inc. 2010 stock incentive plan. | Management | FOR | FOR | |
| Issuer: GeoMet, Inc. | CUSIP: 37250U300 | |||
| Ticker: GMETP | ||||
| Meeting Date: 11/6/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Michael Y. McGovern as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of James C. Crain as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Stanley L. Graves as a director of the company. | Management | FOR | FOR | |
| 2. To approve, on an advisory basis, the compensation of GeoMet, Inc’s | ||||
| named executive officers as described in the proxy statement. | Management | FOR | FOR | |
| Issuer: Medtronic, Inc. | CUSIP: 585055106 | |||
| Ticker: MDT | ||||
| Meeting Date: 1/6/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1. To adopt the plan of merger contained in the Transaction Agreement, dated | ||||
| as of June 15, 2014, among Medtronic, Inc., Covidien plc, Medtronic Holdings | ||||
| Limited (formerly known as Kalani I Limited, Aviation Acquisition Co., Inc. | Management | FOR | FOR | |
| and Aviation Merger Sub, LLC and approve the revised memorandum and | ||||
| articles of association of New Medtronic. | ||||
| 2. To approve the reduction of the share premium account of Medtronic | ||||
| Holdings Limited to allow for the creation of distributable reserves of | Management | FOR | FOR | |
| Medtronic Holdings Limited. | ||||
| 3. To approve, on a non-binding advisory basis, specified compensatory | ||||
| arrangements between Medtronic, Inc. and its named executive officers | Management | FOR | FOR | |
| relating to the transaction. | ||||
| 4. To approve any motion to adjourn the Medtronic, Inc. special meeting to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the Medtronic, Inc. special meeting to adopt the plan of merger contained in the Transaction Agreement and approve the revised memorandum and articles of association of Medtronic Holdings Limited, (ii) to provide Medtronic, Inc. shareholders in advance of the Medtronic, Inc. special meeting any supplement or amendment to the joint proxy statement/prospectus or (iii) to disseminate any other information which is material to the Medtronic, Inc. shareholders at the special meeting. | Management | FOR | FOR | |
| Issuer: Walgreen Co. | CUSIP: 931422109 | |||
| Ticker: WAG | ||||
| Meeting Date: 12/29/14 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1. To approve and adopt the Agreement and Plan of merger, dated as of October 17, 2014, pursuant to which Ontario Merger Sub, Inc. will merge with and into Walgreen Co. (the Reorg Merger”) and Walgreen Co. will survive the Reorg Merger as a wholly owned subsidiary of Walgreens Boots Alliance, Inc. and to approve and adopt the Reorg Merger and the Reorganization (as defined in the accompanying Proxy Statement/Prospectus) (the Reorganization Proposal”). | Management | FOR | FOR | |
| 2. To approve the issuance, in a private placement, of shares of (A) if the Reorganization Proposal is approved and the Reorganization completed, Walgreens Boots Alliance, Inc. common stock or (B) if the Reorganization Proposal is not approved or the Reorganization is not otherwise completed, Walgreen Co. common stock, in either case to the Sellers (as defined in the accompanying Proxy Statement/Prospectus) in connection with the completion of the Step 2 Acquisition (as defined in the accompanying Proxy Statement/Prospectus), and in either case which is currently expected to be 144,333,468 shares, subject to potential adjustment (the “Share Issuance Proposal”). | Management | FOR | FOR | |
| 3. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Reorganization Proposal or the Share Issuance Proposal. | Management | FOR | FOR | |
| Issuer: Coherent, Inc. | CUSIP: 192479103 | |||
| Ticker: COHR | ||||
| Meeting Date: 3/4/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of John Ambroseo as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Jay T. Flatley as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Susan M. James as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of L. William Krause as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Garry W. Rogerson as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of Steve Skaggs as a director of the company. | Management | FOR | FOR | |
| 1-07. Election of Sandeep Vij as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of the appointment of Deloitte & Touche LLP as the company’s | ||||
| independent registered public accounting firm for fiscal year ending October 3, | Management | FOR | FOR | |
| 2015. | ||||
| 3. Advisory vote to approve executive officer compensation. | Management | FOR | FOR | |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 | |||
| Ticker: ADI | ||||
| Meeting Date: 3/11/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1A. Election of Ray Stata as a director of the company. | Management | FOR | FOR | |
| 1B. Election of Vincent T. Roche as a director of the company. | Management | FOR | FOR | |
| 1C. Election of Jose E. Almeida as a director of the company. | Management | FOR | FOR | |
| 1D. Election of Richard M. Beyer as a director of the company. | Management | FOR | FOR | |
| 1E. Election of James A. Champy as a director of the company. | Management | FOR | FOR | |
| 1F. Election of Edward H. Frank as a director of the company. | Management | FOR | FOR | |
| 1G. Election of John C. Hodgson as a director of the company. | Management | FOR | FOR | |
| 1H. Election of Yves-Andre Istel as a director of the company. | Management | FOR | FOR | |
| 1I. Election of Neil Novich as a director of the company. | Management | FOR | FOR | |
| 1J. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR | |
| 1K. 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. | Management | FOR | FOR | |
| 3. To ratify the selection of Ernst & Young LLP as independent registered | ||||
| public accounting firm for the 2015 fiscal year. | Management | FOR | FOR | |
| Issuer: Agilent Technologies, Inc. | CUSIP: 00846U101 | |||
| Ticker: A | ||||
| Meeting Date: 3/18/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Robert J. Herbold as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Koh Boon Hwee as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Michael R. McMullen 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 re-approve and amend the performance-based compensation plan for | ||||
| covered employees. | Management | FOR | FOR | |
| 4. To approve, amendments to the amended and restated certificate of | ||||
| incorporation and bylaws to declassify the board. | Management | FOR | FOR | |
| 5. To approve, on a non-binding advisory basis, the compensation of Agilent’s | ||||
| named executive officers. | Management | FOR | FOR | |
| Issuer: Capital One Financial Corporation | CUSIP: 14040H105 | |||
| Ticker: COF | ||||
| Meeting Date: 4/30/15 | ||||
| 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 Patrick W. Gross as a director of the company. | Management | FOR | FOR | |
| 1C. Election of Ann Fritz Hackett as a director of the company. | Management | FOR | FOR | |
| 1D. Election of Lewis Hay, III as a director of the company. | Management | FOR | FOR | |
| 1E. Election of Benjamin P. Jenkins III 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 2015. | Management | FOR | FOR | |
| 3. Advisory approval of Capital One’s 2014 named executive officer | ||||
| compensation. | Management | FOR | FOR | |
| 4. Approval of amendments to Capital One’s restated certificate of | ||||
| incorporation to allow stockholders to request special meetings of the | Management | FOR | FOR | |
| stockholders. | ||||
| 5. Stockholder proposal regarding special meetings of the stockholders, if | ||||
| presented at the meeting. | Stockholder | Against | FOR | |
| Issuer: Citigroup Inc. | CUSIP: 172967424 | |||
| Ticker: C | ||||
| Meeting Date: 4/28/15 | ||||
| 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 Duncan P. Hennes as a director of the company. | Management | FOR | FOR | |
| 1c. Election of Peter B. Henry as a director of the company. | Management | FOR | FOR | |
| 1d. Election of Franz B. Humer as a director of the company. | Management | FOR | FOR | |
| 1e. Election of Michael E. O’Neill as a director of the company. | Management | FOR | FOR | |
| 1f. Election of Gary M. Reiner as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Judith Rodin as a director of the company. | Management | FOR | FOR | |
| 1h. Election of Anthony M. Santomero as a director of the company. | Management | FOR | FOR | |
| 1i. Election of Joan E. Spero as a director of the company. | Management | FOR | FOR | |
| 1j. Election of Diana L. Taylor as a director of the company. | Management | FOR | FOR | |
| 1k. Election of William S. Thompson, Jr. as a director of the company. | Management | FOR | FOR | |
| 1l. Election of James S. Turley as a director of the company. | Management | FOR | FOR | |
| 1m. Election of Ernesto Zedillo Ponce de Leon as a director of the company. | Management | FOR | FOR | |
| 2. Proposal to ratify the selection of KPMG LLP as Citi’s independent registered accounting firm | ||||
| for 2015. | Management | FOR | FOR | |
| 3. Advisory approval of Citi’s 2014 executive compensation. | Management | FOR | FOR | |
| 4. Approval of an amendment to the Citigroup 2014 Stock Incentive Plan authorizing additional | ||||
| shares. | Management | FOR | FOR | |
| 5. Stockholder proposal requesting Proxy Access for Shareholders. | Stockholder | FOR | FOR | |
| 6. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. | Stockholder | Against | FOR | |
| 7. Stockholder proposal requesting an amendment to the General Clawback policy. | Stockholder | Against | FOR | |
| 8. Stockholder proposal requesting a by-law amendment to exclude from the Board of Directors’ | ||||
| Audit Committee any director who was a director at a public company while that company filed for | Stockholder | Against | FOR | |
| reorganization under Chapter 11. | ||||
| 9. Stockholder proposal requesting a report regarding the vesting of equity-based awards for senior | Stockholder | Against | FOR | |
| executives due to a voluntary resignation to enter government service. | ||||
| Issuer: TRI Pointe Homes, Inc. | CUSIP: 87265H109 | |||
| Ticker: TPH | ||||
| Meeting Date: 5/8/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Douglas F. Bauer as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Lawrence B. Burrows as a director of the company. | Management | FOR | FOR | |
| 1-03. Election of Daniel S. Fulton as a director of the company. | Management | FOR | FOR | |
| 1-04. Election of Kristen F. Gannon as a director of the company. | Management | FOR | FOR | |
| 1-05. Election of Steven J. Gilbert as a director of the company. | Management | FOR | FOR | |
| 1-06. Election of Christopher D. Graham as a director of the company. | Management | FOR | FOR | |
| 1-07. Election of Constance B. Moore as a director of the company. | Management | FOR | FOR | |
| 1-08. Election of Thomas B. Rogers as a director of the company. | Management | FOR | FOR | |
| 1-09. Election of Barry S. Sternlicht as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of the appointment of Ernst & Young LLP as TRI Pointe | ||||
| Homes, Inc.’s independent registered public accounting firm for the fiscal year | Management | FOR | FOR | |
| ending December 31, 2015. | ||||
| Issuer: Cameco Corporation | CUSIP: 13321L108 | |||
| Ticker: CCJ | ||||
| Meeting Date: 5/20/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| A-01. Election of Ian Bruce as a director of the company. | Management | FOR | FOR | |
| A-02. Election of Daniel Camus as a director of the company. | Management | FOR | FOR | |
| A-03. Election of John Clappison as a director of the company. | Management | FOR | FOR | |
| A-04. Election of James Curtiss as a director of the company. | Management | FOR | FOR | |
| A-05. Election of Donald Deranger as a director of the company. | Management | FOR | FOR | |
| A-06. Election of Catherine Gignac as a director of the company. | Management | FOR | FOR | |
| A-07. Election of Tim Gitzel as a director of the company. | Management | FOR | FOR | |
| A-08. Election of James Gowans as a director of the company. | Management | FOR | FOR | |
| A-09. Election of Nancy Hopkins as a director of the company. | Management | FOR | FOR | |
| A-10. Election of Anne McLellan as a director of the company. | Management | FOR | FOR | |
| A-11. Election of Neil McMillan as a director of the company. | Management | FOR | FOR | |
| B. Appointment of KPMG LLP as auditors. | Management | FOR | FOR | |
| C. Resolved, on an advisory basis and not to diminish the role and | ||||
| responsibilities of the board of directors, that the shareholders accept the | ||||
| approach to executive compensation disclosed in Cameco’s management proxy | Management | FOR | FOR | |
| circular delivered in advance of the 2015 annual meeting of shareholders. | ||||
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 | |||
| Ticker: HCCI | ||||
| Meeting Date: 5/7/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1-01. Election of Joseph Chalhoub as a director of the company. | Management | FOR | FOR | |
| 1-02. Election of Fred Fehssenfeld, Jr. as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of the appointment of Grant Thornton LLP as the company’s | ||||
| independent registered public accounting firm for the fiscal year 2015 | Management | FOR | FOR | |
| 3. Advisory vote to approve the named executive officer compensation for | ||||
| fiscal 2014, as disclosed in the proxy statement pursuant to Item 402 of | Management | FOR | FOR | |
| regulation S-K | ||||
| Issuer: International Business Machines Corporation | CUSIP: 459200101 | |||
| Ticker: IBM | ||||
| Meeting Date: 4/28/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1a. Election of A.J. Belda as a director of the company. | Management | FOR | FOR | |
| 1b. Election of W.R. Brody as a director of the company. | Management | FOR | FOR | |
| 1c. Election of K.I. Chenault as a director of the company. | Management | FOR | FOR | |
| 1d. Election of M.L. Eskew as a director of the company. | Management | FOR | FOR | |
| 1e. Election of D.N. Farr as a director of the company. | Management | FOR | FOR | |
| 1f. Election of A. Gorsky as a director of the company. | Management | FOR | FOR | |
| 1g. Election of S.A. Jackson as a director of the company. | Management | FOR | FOR | |
| 1h. Election of A.N. Liveris as a director of the company. | Management | FOR | FOR | |
| 1i. Election of W.J. McNerney, Jr. as a director of the company. | Management | FOR | FOR | |
| 1j. Election of J.W. Owens as a director of the company. | Management | FOR | FOR | |
| 1k. Election of V.M. Rometty as a director of the company. | Management | FOR | FOR | |
| 1l. Election of J.E. Spero as a director of the company. | Management | FOR | FOR | |
| 1m. Election of S. Taurel as a director of the company. | Management | FOR | FOR | |
| 1n. Election of P.R. Voser as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of Appointment of Independent Registered Public Accounting | ||||
| Firm. | Management | FOR | FOR | |
| 3. Advisory vote on executive compensation. | Management | FOR | FOR | |
| 4. Stockholder proposal for disclosure of lobbying policies. | Stockholder | Against | FOR | |
| 5. Stockholder proposal on the right to act by written consent. | Stockholder | Against | FOR | |
| 6. Stockholder proposal to limit accelerated executive pay. | Stockholder | Against | FOR | |
| 7. Stockholder proposal on establishing a public policy committee. | Stockholder | Against | FOR | |
| Issuer: Alleghany Corporation | CUSIP: 017175100 | |||
| Ticker: Y | ||||
| Meeting Date: 4/24/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1a. Election of John G. Foos as a director of the company. | Management | FOR | FOR | |
| 1b. Election of William K. Lavin as a director of the company. | Management | FOR | FOR | |
| 1c. Election of Phillip M. Martineau as a director of the company. | Management | FOR | FOR | |
| 1d. Election of Raymond L.M. Wong as a director of the company. | Management | FOR | FOR | |
| 2. Proposal to approve the Alleghany Corporation 2015 Director’s stock plan. | Management | FOR | FOR | |
| 3. Proposal to approve the Alleghany Corporation 2015 management incentive | ||||
| plan. | Management | FOR | FOR | |
| 4. Ratification of the appointment of Ernst & Young LLP as Alleghany | ||||
| Corporation’s independent registered public accounting firm for fiscal 2015. | Management | FOR | FOR | |
| 5. Say-on-pay: advisory vote to approve the compensation of the named | ||||
| executive officers of Alleghany Corporation. | Management | FOR | FOR | |
| Issuer: JP Morgan Chase & Co. | CUSIP: 46625H100 | |||
| Ticker: JPM | ||||
| Meeting Date: 5/19/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1a. Election of Linda B. Bammann 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 James S. Crown as a director of the company. | Management | FOR | FOR | |
| 1f. Election of James Dimon as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Timothy P. Flynn as a director of the company. | Management | FOR | FOR | |
| 1h. Election of Laban P. Jackson, Jr. as a director of the company. | Management | FOR | FOR | |
| 1i. Election of Michael A. Neal as a director of the company. | Management | FOR | FOR | |
| 1j. Election of Lee R. Raymond as a director of the company. | Management | FOR | FOR | |
| 1k. 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. Approval of Amendment of Long-Term Incentive Plan. | Management | FOR | FOR | |
| 5. Stockholder proposal regarding independent chairman – require an | ||||
| independent chair. | Stockholder | Against | FOR | |
| 6. Stockholder proposal regarding lobbying – report on policies, procedures | ||||
| and expenditures. | Stockholder | Against | FOR | |
| 7. Stockholder proposal regarding special shareholder meetings – reduce | ||||
| ownership threshold from 20% to 10%. | Stockholder | Against | FOR | |
| 8. Stockholder proposal regarding how votes are counted – count votes using | ||||
| only for and against. | Stockholder | Against | FOR | |
| 9. Stockholder proposal regarding accelerated vesting provisions – report | ||||
| names of senior executives and value of equity awards that would vest if they | Stockholder | Against | FOR | |
| resign to enter government service. | ||||
| 10. Clawback disclosure policy – disclose whether the firm recouped any | ||||
| incentive compensation from senior executives. | Stockholder | Against | FOR | |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 | |||
| Ticker: MRK | ||||
| Meeting Date: 5/26/15 | ||||
| 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 Kenneth C. Frazier as a director of the company. | Management | FOR | FOR | |
| 1d. Election of Thomas H. Glocer as a director of the company. | Management | FOR | FOR | |
| 1e. Election of William B. Harrison Jr. as a director of the company. | Management | FOR | FOR | |
| 1f. Election of C. Robert Kidder as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Rochelle B. Lazarus 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 Patricia F. Russo as a director of the company. | Management | FOR | FOR | |
| 1j. Election of Craig B. Thompson as a director of the company. | Management | FOR | FOR | |
| 1k. Election of Wendell P. Weeks as a director of the company. | Management | FOR | FOR | |
| 1l. Election of Peter C. Wendell as a director of the company. | Management | FOR | FOR | |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR | |
| 3. Ratification of the appointment of the Company’s independent registered | ||||
| public accounting firm for 2015. | Management | FOR | FOR | |
| 4. Proposal to amend and restate the 2010 Incentive Stock Plan. | Management | FOR | FOR | |
| 5. Proposal to amend and restate the Executive Incentive Plan | Stockholder | Against | FOR | |
| 6. Stockholder proposal concerning shareholders’ right to act by written | ||||
| consent. | Stockholder | Against | FOR | |
| 7. Stockholder proposal concerning accelerated vesting of equity awards. | Stockholder | Against | FOR | |
| Issuer: Walgreens Boots Alliance, Inc. | CUSIP: 931427108 | |||
| Ticker: WBA | ||||
| Meeting Date: 5/28/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1a. Election of Janice M. Babiak as a director of the company. | Management | FOR | FOR | |
| 1b. Election of David J. Brailer as a director of the company. | Management | FOR | FOR | |
| 1c. Election of Steven A. Davis as a director of the company. | Management | FOR | FOR | |
| 1d. Election of William C. Foote as a director of the company. | Management | FOR | FOR | |
| 1e. Election of Ginger L. Graham as a director of the company. | Management | FOR | FOR | |
| 1f. Election of John A. Lederer as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Dominic P. Murphy as a director of the company. | Management | FOR | FOR | |
| 1h. Election of Stefano Pessina as a director of the company. | Management | FOR | FOR | |
| 1i. Election of Barry Rosenstein as a director of the company. | Management | FOR | FOR | |
| 1j. Election of Leonard D. Schaeffer as a director of the company. | Management | FOR | FOR | |
| 1k. Election of Nancy M. Schlichting as a director of the company. | Management | FOR | FOR | |
| 1l. Election of James A. Skinner as a director of the company. | Management | FOR | FOR | |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR | |
| 3. Ratify the appointment of Deloitte & Touche LLP as Walgreens Boots | ||||
| Alliance, Inc.’s independent registered public accounting firm. | Management | FOR | FOR | |
| 4. Stockholder proposal regarding an executive equity retention policy. | Stockholder | Against | FOR | |
| 5. Stockholder proposal regarding accelerated vesting of equity awards of | ||||
| senior executives upon a change in control | Stockholder | Against | FOR | |
| 6. Stockholder proposal regarding proxy access. | Stockholder | Against | FOR | |
| 7. Stockholder proposal regarding linking executive pay to performance on | ||||
| sustainability goals. | Stockholder | Against | FOR | |
| Issuer: Amazon.com, Inc. | CUSIP: 023135106 | |||
| Ticker: AMZN | ||||
| Meeting Date: 6/10/15 | ||||
| For/ | ||||
| Proposed | Fund | Against | ||
| Matter Voted On | By | Vote | Mgt. | |
| 1a. Election of Jeffrey P. Bezos as a director of the company. | Management | FOR | FOR | |
| 1b. Election of Tom A. Alberg as a director of the company. | Management | FOR | FOR | |
| 1c. Election of John Seely Brown as a director of the company. | Management | FOR | FOR | |
| 1d. Election of William B. Gordon as a director of the company. | Management | FOR | FOR | |
| 1e. Election of Jamie S. Gorelick as a director of the company. | Management | FOR | FOR | |
| 1f. Election of Judith A. McGrath as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Alain Monie as a director of the company. | Management | FOR | FOR | |
| 1h. Election of Jonathan J. Rubenstein as a director of the company. | Management | FOR | FOR | |
| 1i. Election of Thomas O. Ryder as a director of the company. | Management | FOR | FOR | |
| 1j. Election of Patricia Q. Stonesifer as a director of the company. | Management | FOR | FOR | |
| 2. Ratification of Appointment of Ernst & Young LLP as independent auditors. | Management | FOR | FOR | |
| 3. Shareholder proposal regarding proxy access for shareholders. | Stockholder | Against | FOR | |
| 4. Shareholder proposal regarding a report concerning corporate political | ||||
| contributions. | Stockholder | Against | FOR | |
| 5. Shareholder proposal regarding sustainability reporting. | Stockholder | Against | FOR | |
| 6. Shareholder proposal regarding a report concerning human rights risks. | Stockholder | Against | FOR | |
| Issuer: Intel Corporation | CUSIP: 023135106 | |||
| Ticker: INTC | ||||
| Meeting Date: 5/21/15 | ||||
| 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 Susan L. Decker as a director of the company. | Management | FOR | FOR | |
| 1e. Election of John J. Donahoe as a director of the company. | Management | FOR | FOR | |
| 1f. Election of Reed E. Hundt as a director of the company. | Management | FOR | FOR | |
| 1g. Election of Brian M. Krzanich as a director of the company. | Management | FOR | FOR | |
| 1h. Election of James D. Plummer as a director of the company. | Management | FOR | FOR | |
| 1i. Election of David S. Pottruck 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 Appointment of Ernst & Young LLP as independent | ||||
| registered public accounting firm for 2015. | Management | FOR | FOR | |
| 3. Advisory vote to approve executive compensation. | Management | FOR | FOR | |
| 4. Approval of amendment and extension of the 2006 Equity Incentive Plan. | Management | FOR | FOR | |
| 5. Approval of extension of the 2006 Stock Purchase Plan. | Management | FOR | FOR | |
| 6. Shareholder proposal entitled “Holy Land Principles”. | Stockholder | Against | FOR | |
| 7. Stockholder proposal on whether the Chairman of the Board should be an | ||||
| independent director. | Stockholder | Against | FOR | |
| 8. Stockholder proposal on whether to adopt an alternative vote counting | ||||
| standard. | Stockholder | Against | FOR | |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) Central Securities Corporation | |
| By (Signature and Title) | /s/ Wilmot H. Kidd |
| Wilmot H. Kidd | |
| President | |
| Date: August 14, 2015 | |