UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-09607
Fairholme Funds, Inc.
(Exact name of registrant as specified in charter)
5966 South Dixie Highway, Suite 300
South Miami, FL 33143
(Address of principal executive offices) (Zip code)
Bruce R. Berkowitz
5966 South Dixie Highway, Suite 300
South Miami, FL 33143
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-866-202-2263
Date of fiscal year end: November 30
Date of reporting period: July 1, 2022 – June 30, 2023
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (17 CFR 239.24 and 274.5), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
The Fairholme Fund Proxy Voting Record
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2022 - 06/30/2023
REGISTRANT ADDRESS: 5966 SOUTH DIXIE HIGHWAY, STE 300, SOUTH MIAMI, FL 33143
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME FUND
ENTERPRISE PRODUCTS PARTNERS L.P. | ||||||||
Security | 293792107 | Meeting Type | Special | |||||
Ticker Symbol | EPD | Meeting Date | 22-Nov-2022 | |||||
ISIN | US2937921078 | Agenda | 935724371 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1. | Proposal to approve the amendment and restatement of the 2008 Enterprise Products Long-Term Incentive Plan | Management | For | For | ||||||
2. | Proposal to approve the amendment and restatement of the EPD Unit Purchase Plan | Management | For | For |
COMMERCIAL METALS COMPANY | ||||||||
Security | 201723103 | Meeting Type | Annual | |||||
Ticker Symbol | CMC | Meeting Date | 11-Jan-2023 | |||||
ISIN | US2017231034 | Agenda | 935743321 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1.1 | Election of Class I Director until the 2026 annual meeting of stockholders: Peter R. Matt | Management | For | For | ||||||
1.2 | Election of Class I Director until the 2026 annual meeting of stockholders: Sarah E. Raiss | Management | For | For | ||||||
2. | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2023. | Management | For | For | ||||||
3. | An advisory vote on executive compensation. | Management | For | For |
THE ST. JOE COMPANY | ||||||||
Security | 790148100 | Meeting Type | Annual | |||||
Ticker Symbol | JOE | Meeting Date | 16-May-2023 | |||||
ISIN | US7901481009 | Agenda | 935808672 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Cesar L. Alvarez | Management | For | For | ||||||
1b. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Bruce R. Berkowitz | Management | For | For | ||||||
1c. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Howard S. Frank | Management | For | For | ||||||
1d. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Jorge L. Gonzalez | Management | For | For | ||||||
1e. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Thomas P. Murphy, Jr. | Management | For | For | ||||||
2. | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | Management | For | For | ||||||
3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | ||||||
4. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation for our named executive officers. | Management | 1 Year | For |
IMPERIAL METALS CORPORATION | ||||||||
Security | 452892102 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | IPMLF | Meeting Date | 24-May-2023 | |||||
ISIN | CA4528921022 | Agenda | 716991333 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS-1.1 TO 1.7 AND 2. THANK YOU | Non-Voting | ||||||||
1.1 | ELECTION OF DIRECTOR: CAROLYN D. ANGLIN | Management | For | For | ||||||
1.2 | ELECTION OF DIRECTOR: J. BRIAN KYNOCH | Management | For | For | ||||||
1.3 | ELECTION OF DIRECTOR: PIERRE LEBEL | Management | For | For | ||||||
1.4 | ELECTION OF DIRECTOR: LARRY G. MOELLER | Management | For | For | ||||||
1.5 | ELECTION OF DIRECTOR: JANINE NORTH | Management | For | For | ||||||
1.6 | ELECTION OF DIRECTOR: JAMES P. VEITCH | Management | For | For | ||||||
1.7 | ELECTION OF DIRECTOR: EDWARD A. YURKOWSKI | Management | For | For | ||||||
2 | APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION | Management | For | For | ||||||
3 | AUTHORIZING THE AMENDMENT AND RESTATEMENT BY THE COMPANY OF THE SHARE PURCHASE PLAN TO INCREASE THE MAXIMUM CONTRIBUTION THAT EMPLOYEES CAN CONTRIBUTE THEREUNDER, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR | Management | For | For |
IMPERIAL METALS CORPORATION | ||||||||
Security | 452892102 | Meeting Type | Annual and Special Meeting | |||||
Ticker Symbol | IPMLF | Meeting Date | 24-May-2023 | |||||
ISIN | CA4528921022 | Agenda | 935826404 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1 | DIRECTOR | Management | ||||||||||
1 | Carolyn D. Anglin | For | For | |||||||||
2 | J. Brian Kynoch | For | For | |||||||||
3 | Pierre Lebel | For | For | |||||||||
4 | Larry G. Moeller | For | For | |||||||||
5 | Janine North | For | For | |||||||||
6 | James P. Veitch | For | For | |||||||||
7 | Edward A. Yurkowski | For | For | |||||||||
2 | Appointment of Deloitte LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | ||||||||
3 | Authorizing the amendment and restatement by the Company of the Share Purchase Plan to increase the maximum contribution that employees can contribute thereunder, as more particularly described in the accompanying management information circular. | Management | For | For |
The Fairholme Focused Income Fund Proxy Voting Record
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2022 - 06/30/2023
REGISTRANT ADDRESS: 5966 SOUTH DIXIE HIGHWAY, STE 300, SOUTH MIAMI, FL 33143
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME FOCUSED INCOME FUND
ENTERPRISE PRODUCTS PARTNERS L.P. | ||||||||
Security | 293792107 | Meeting Type | Special | |||||
Ticker Symbol | EPD | Meeting Date | 22-Nov-2022 | |||||
ISIN | US2937921078 | Agenda | 935724371 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1. | Proposal to approve the amendment and restatement of the 2008 Enterprise Products Long-Term Incentive Plan | Management | For | For | ||||||
2. | Proposal to approve the amendment and restatement of the EPD Unit Purchase Plan | Management | For | For |
COMMERCIAL METALS COMPANY | ||||||||
Security | 201723103 | Meeting Type | Annual | |||||
Ticker Symbol | CMC | Meeting Date | 11-Jan-2023 | |||||
ISIN | US2017231034 | Agenda | 935743321 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1.1 | Election of Class I Director until the 2026 annual meeting of stockholders: Peter R. Matt | Management | For | For | ||||||
1.2 | Election of Class I Director until the 2026 annual meeting of stockholders: Sarah E. Raiss | Management | For | For | ||||||
2. | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2023. | Management | For | For | ||||||
3. | An advisory vote on executive compensation. | Management | For | For |
WALGREENS BOOTS ALLIANCE, INC. | ||||||||
Security | 931427108 | Meeting Type | Annual | |||||
Ticker Symbol | WBA | Meeting Date | 26-Jan-2023 | |||||
ISIN | US9314271084 | Agenda | 935747280 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director: Janice M. Babiak | Management | For | For | ||||||
1b. | Election of Director: Inderpal S. Bhandari | Management | For | For | ||||||
1c. | Election of Director: Rosalind G. Brewer | Management | For | For | ||||||
1d. | Election of Director: Ginger L. Graham | Management | For | For | ||||||
1e. | Election of Director: Bryan C. Hanson | Management | For | For | ||||||
1f. | Election of Director: Valerie B. Jarrett | Management | For | For | ||||||
1g. | Election of Director: John A. Lederer | Management | For | For | ||||||
1h. | Election of Director: Dominic P. Murphy | Management | For | For | ||||||
1i. | Election of Director: Stefano Pessina | Management | For | For | ||||||
1j. | Election of Director: Nancy M. Schlichting | Management | For | For | ||||||
2. | Advisory vote to approve named executive officer compensation. | Management | For | For | ||||||
3. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023. | Management | For | For | ||||||
4. | Stockholder proposal requesting report on public health costs due to tobacco product sales and the impact on overall market returns. | Shareholder | Against | For | ||||||
5. | Stockholder proposal requesting an independent board chairman. | Shareholder | Against | For |
PRAIRIESKY ROYALTY LTD | ||||||||
Security | 739721108 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | PREKF | Meeting Date | 18-Apr-2023 | |||||
ISIN | CA7397211086 | Agenda | 716783825 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS-1.A TO 1.H AND 2. THANK YOU | Non-Voting | ||||||||
1.A | ELECTION OF DIRECTOR: JAMES M. ESTEY | Management | For | For | ||||||
1.B | ELECTION OF DIRECTOR: LEANNE BELLEGARDE, KC | Management | For | For | ||||||
1.C | ELECTION OF DIRECTOR: ANUROOP S. DUGGAL | Management | For | For | ||||||
1.D | ELECTION OF DIRECTOR: P. JANE GAVAN | Management | For | For | ||||||
1.E | ELECTION OF DIRECTOR: MARGARET A. MCKENZIE | Management | For | For | ||||||
1.F | ELECTION OF DIRECTOR: ANDREW M. PHILLIPS | Management | For | For | ||||||
1.G | ELECTION OF DIRECTOR: SHELDON B. STEEVES | Management | For | For | ||||||
1.H | ELECTION OF DIRECTOR: GRANT A. ZAWALSKY | Management | For | For | ||||||
2 | APPOINTMENT OF KPMG LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITOR OF THE COMPANY, TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF THE COMPANY'S SHAREHOLDERS AND AUTHORIZING THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION | Management | For | For | ||||||
3 | TO CONSIDER A NON-BINDING ADVISORY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR AND PROXY STATEMENT OF THE COMPANY DATED FEBRUARY 27, 2023 (THE "INFORMATION CIRCULAR"), APPROVING THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION | Management | For | For |
CITIGROUP INC. | ||||||||
Security | 172967424 | Meeting Type | Annual | |||||
Ticker Symbol | C | Meeting Date | 25-Apr-2023 | |||||
ISIN | US1729674242 | Agenda | 935781030 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director: Ellen M. Costello | Management | Abstain | Against | ||||||
1b. | Election of Director: Grace E. Dailey | Management | Abstain | Against | ||||||
1c. | Election of Director: Barbara J. Desoer | Management | Abstain | Against | ||||||
1d. | Election of Director: John C. Dugan | Management | Abstain | Against | ||||||
1e. | Election of Director: Jane N. Fraser | Management | Abstain | Against | ||||||
1f. | Election of Director: Duncan P. Hennes | Management | Abstain | Against | ||||||
1g. | Election of Director: Peter B. Henry | Management | Abstain | Against | ||||||
1h. | Election of Director: S. Leslie Ireland | Management | Abstain | Against | ||||||
1i. | Election of Director: Renée J. James | Management | Abstain | Against | ||||||
1j. | Election of Director: Gary M. Reiner | Management | Abstain | Against | ||||||
1k. | Election of Director: Diana L. Taylor | Management | Abstain | Against | ||||||
1l. | Election of Director: James S. Turley | Management | Abstain | Against | ||||||
1m. | Election of Director: Casper W. von Koskull | Management | Abstain | Against | ||||||
2. | Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accountants for 2023. | Management | Abstain | Against | ||||||
3. | Advisory vote to Approve our 2022 Executive Compensation. | Management | Abstain | Against | ||||||
4. | Approval of additional shares for the Citigroup 2019 Stock Incentive Plan. | Management | Abstain | Against | ||||||
5. | Advisory vote to Approve the Frequency of Future Advisory Votes on Executive Compensation. | Management | Abstain | Against | ||||||
6. | Stockholder proposal requesting that shareholders ratify the termination pay of any senior manager. | Shareholder | Abstain | Against | ||||||
7. | Stockholder proposal requesting an Independent Board Chairman. | Shareholder | Abstain | Against | ||||||
8. | Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing. | Shareholder | Abstain | Against | ||||||
9. | Stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing. | Shareholder | Abstain | Against |
INTERFOR CORPORATION | ||||||||
Security | 45868C109 | Meeting Type | Annual | |||||
Ticker Symbol | IFSPF | Meeting Date | 04-May-2023 | |||||
ISIN | CA45868C1095 | Agenda | 935789137 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1 | DIRECTOR | Management | ||||||||||
1 | Ian M. Fillinger | Withheld | Against | |||||||||
2 | Christopher R. Griffin | Withheld | Against | |||||||||
3 | Rhonda D. Hunter | Withheld | Against | |||||||||
4 | J. Eddie McMillan | Withheld | Against | |||||||||
5 | Thomas V. Milroy | Withheld | Against | |||||||||
6 | Gillian L. Platt | Withheld | Against | |||||||||
7 | Lawrence Sauder | Withheld | Against | |||||||||
8 | Curtis M. Stevens | Withheld | Against | |||||||||
9 | Thomas Temple | Withheld | Against | |||||||||
10 | Douglas W.G. Whitehead | Withheld | Against | |||||||||
2 | BE IT RESOLVED that KPMG LLP be appointed as auditor of the Company to hold office until the close of the next annual general meeting and the Board of Directors of the Company be authorized to set the fees of the auditor. | Management | Withheld | Against | ||||||||
3 | BE IT RESOLVED THAT, on an advisory basis only and not to diminish the role and responsibilities of the Board of Directors, the Shareholders accept the approach to executive compensation disclosed in the Information Circular of the Company dated March 8, 2023 delivered in connection with the 2023 Annual General Meeting of Shareholders. | Management | For | For |
FREEHOLD ROYALTIES LTD. | ||||||||
Security | 356500108 | Meeting Type | Annual | |||||
Ticker Symbol | FRHLF | Meeting Date | 10-May-2023 | |||||
ISIN | CA3565001086 | Agenda | 935807389 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1 | DIRECTOR | Management | ||||||||||
1 | Sylvia K. Barnes | For | For | |||||||||
2 | Gary R. Bugeaud | For | For | |||||||||
3 | Peter T. Harrison | For | For | |||||||||
4 | Maureen E. Howe | For | For | |||||||||
5 | J. Douglas Kay | For | For | |||||||||
6 | Valerie A. Mitchell | For | For | |||||||||
7 | Marvin F. Romanow | For | For | |||||||||
8 | David M. Spyker | For | For | |||||||||
9 | Aidan M. Walsh | For | For | |||||||||
2 | Appointment of KPMG LLP, Chartered Professional Accountants, as Auditors of Freehold for the ensuing year. | Management | For | For | ||||||||
3 | To vote, on an advisory, non-binding basis, to accept Freehold's approach to executive compensation. | Management | For | For |
INTEL CORPORATION | ||||||||
Security | 458140100 | Meeting Type | Annual | |||||
Ticker Symbol | INTC | Meeting Date | 11-May-2023 | |||||
ISIN | US4581401001 | Agenda | 935793631 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director: Patrick P. Gelsinger | Management | Abstain | Against | ||||||
1b. | Election of Director: James J. Goetz | Management | Abstain | Against | ||||||
1c. | Election of Director: Andrea J. Goldsmith | Management | Abstain | Against | ||||||
1d. | Election of Director: Alyssa H. Henry | Management | Abstain | Against | ||||||
1e. | Election of Director: Omar Ishrak | Management | Abstain | Against | ||||||
1f. | Election of Director: Risa Lavizzo-Mourey | Management | Abstain | Against | ||||||
1g. | Election of Director: Tsu-Jae King Liu | Management | Abstain | Against | ||||||
1h. | Election of Director: Barbara G. Novick | Management | Abstain | Against | ||||||
1i. | Election of Director: Gregory D. Smith | Management | Abstain | Against | ||||||
1j. | Election of Director: Lip-Bu Tan | Management | Abstain | Against | ||||||
1k. | Election of Director: Dion J. Weisler | Management | Abstain | Against | ||||||
1l. | Election of Director: Frank D. Yeary | Management | Abstain | Against | ||||||
2. | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2023. | Management | Abstain | Against | ||||||
3. | Advisory vote to approve executive compensation of our named executive officers. | Management | Abstain | Against | ||||||
4. | Approval of amendment and restatement of the 2006 Equity Incentive Plan. | Management | Abstain | Against | ||||||
5. | Advisory vote on the frequency of holding future advisory votes to approve executive compensation of our named executive officers. | Management | Abstain | Against | ||||||
6. | Stockholder proposal requesting an executive stock retention period policy and reporting, if properly presented at the meeting. | Shareholder | Abstain | Against | ||||||
7. | Stockholder proposal requesting commission and publication of a third party review of Intel's China business ESG congruence, if properly presented at the meeting. | Shareholder | Abstain | Against |
The Fairholme Allocation Fund Proxy Voting Record
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2022 - 06/30/2023
REGISTRANT ADDRESS: 5966 SOUTH DIXIE HIGHWAY, STE 300, SOUTH MIAMI, FL 33143
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME ALLOCATION FUND
ALIBABA GROUP HOLDING LIMITED | ||||||||
Security | 01609W102 | Meeting Type | Annual | |||||
Ticker Symbol | BABA | Meeting Date | 30-Sep-2022 | |||||
ISIN | US01609W1027 | Agenda | 935699807 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1.1 | Election of Director: DANIEL YONG ZHANG (To serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) | Management | For | For | ||||||
1.2 | Election of Director: JERRY YANG (To serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) | Management | For | For | ||||||
1.3 | Election of Director: WAN LING MARTELLO (To serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) | Management | For | For | ||||||
1.4 | Election of Director: WEIJIAN SHAN (To serve the remaining term of the Company's Group I directors, which will end at the Company's 2024 annual general meeting.) | Management | For | For | ||||||
1.5 | Election of Director: IRENE YUN-LIEN LEE (To serve the remaining term of the Company's Group I directors, which will end at the Company's 2024 annual general meeting.) | Management | For | For | ||||||
1.6 | Election of Director: ALBERT KONG PING NG (To serve as a Group II director for a term of office to expire at the third succeeding annual general meeting after his or her election.) | Management | For | For | ||||||
2. | Ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2023. | Management | For | For |
ENTERPRISE PRODUCTS PARTNERS L.P. | ||||||||
Security | 293792107 | Meeting Type | Special | |||||
Ticker Symbol | EPD | Meeting Date | 22-Nov-2022 | |||||
ISIN | US2937921078 | Agenda | 935724371 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1. | Proposal to approve the amendment and restatement of the 2008 Enterprise Products Long-Term Incentive Plan | Management | For | For | ||||||
2. | Proposal to approve the amendment and restatement of the EPD Unit Purchase Plan | Management | For | For |
COMMERCIAL METALS COMPANY | ||||||||
Security | 201723103 | Meeting Type | Annual | |||||
Ticker Symbol | CMC | Meeting Date | 11-Jan-2023 | |||||
ISIN | US2017231034 | Agenda | 935743321 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1.1 | Election of Class I Director until the 2026 annual meeting of stockholders: Peter R. Matt | Management | For | For | ||||||
1.2 | Election of Class I Director until the 2026 annual meeting of stockholders: Sarah E. Raiss | Management | For | For | ||||||
2. | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2023. | Management | For | For | ||||||
3. | An advisory vote on executive compensation. | Management | For | For |
CITIGROUP INC. | ||||||||
Security | 172967424 | Meeting Type | Annual | |||||
Ticker Symbol | C | Meeting Date | 25-Apr-2023 | |||||
ISIN | US1729674242 | Agenda | 935781030 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director: Ellen M. Costello | Management | Abstain | Against | ||||||
1b. | Election of Director: Grace E. Dailey | Management | Abstain | Against | ||||||
1c. | Election of Director: Barbara J. Desoer | Management | Abstain | Against | ||||||
1d. | Election of Director: John C. Dugan | Management | Abstain | Against | ||||||
1e. | Election of Director: Jane N. Fraser | Management | Abstain | Against | ||||||
1f. | Election of Director: Duncan P. Hennes | Management | Abstain | Against | ||||||
1g. | Election of Director: Peter B. Henry | Management | Abstain | Against | ||||||
1h. | Election of Director: S. Leslie Ireland | Management | Abstain | Against | ||||||
1i. | Election of Director: Renée J. James | Management | Abstain | Against | ||||||
1j. | Election of Director: Gary M. Reiner | Management | Abstain | Against | ||||||
1k. | Election of Director: Diana L. Taylor | Management | Abstain | Against | ||||||
1l. | Election of Director: James S. Turley | Management | Abstain | Against | ||||||
1m. | Election of Director: Casper W. von Koskull | Management | Abstain | Against | ||||||
2. | Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accountants for 2023. | Management | Abstain | Against | ||||||
3. | Advisory vote to Approve our 2022 Executive Compensation. | Management | Abstain | Against | ||||||
4. | Approval of additional shares for the Citigroup 2019 Stock Incentive Plan. | Management | Abstain | Against | ||||||
5. | Advisory vote to Approve the Frequency of Future Advisory Votes on Executive Compensation. | Management | Abstain | Against | ||||||
6. | Stockholder proposal requesting that shareholders ratify the termination pay of any senior manager. | Shareholder | Abstain | Against | ||||||
7. | Stockholder proposal requesting an Independent Board Chairman. | Shareholder | Abstain | Against | ||||||
8. | Stockholder proposal requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing. | Shareholder | Abstain | Against | ||||||
9. | Stockholder proposal requesting that the Board adopt a policy to phase out new fossil fuel financing. | Shareholder | Abstain | Against |
MAGELLAN MIDSTREAM PARTNERS, L.P. | ||||||||
Security | 559080106 | Meeting Type | Annual | |||||
Ticker Symbol | MMP | Meeting Date | 27-Apr-2023 | |||||
ISIN | US5590801065 | Agenda | 935767838 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1.1 | Election of Director: Sivasankaran Somasundaram | Management | For | For | ||||||
1.2 | Election of Director: Chansoo Joung | Management | For | For | ||||||
1.3 | Election of Director: Aaron L. Milford | Management | For | For | ||||||
1.4 | Election of Director: James R. Montague | Management | For | For | ||||||
2. | Advisory Resolution to Approve Executive Compensation | Management | For | For | ||||||
3. | Advisory Resolution to Approve Executive Compensation Vote Frequency | Management | 1 Year | For | ||||||
4. | Ratification of Appointment of Independent Registered Public Accounting Firm for 2023 | Management | For | For |
INTERFOR CORPORATION | ||||||||
Security | 45868C109 | Meeting Type | Annual | |||||
Ticker Symbol | IFSPF | Meeting Date | 04-May-2023 | |||||
ISIN | CA45868C1095 | Agenda | 935789137 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1 | DIRECTOR | Management | ||||||||||
1 | Ian M. Fillinger | Withheld | Against | |||||||||
2 | Christopher R. Griffin | Withheld | Against | |||||||||
3 | Rhonda D. Hunter | Withheld | Against | |||||||||
4 | J. Eddie McMillan | Withheld | Against | |||||||||
5 | Thomas V. Milroy | Withheld | Against | |||||||||
6 | Gillian L. Platt | Withheld | Against | |||||||||
7 | Lawrence Sauder | Withheld | Against | |||||||||
8 | Curtis M. Stevens | Withheld | Against | |||||||||
9 | Thomas Temple | Withheld | Against | |||||||||
10 | Douglas W.G. Whitehead | Withheld | Against | |||||||||
2 | BE IT RESOLVED that KPMG LLP be appointed as auditor of the Company to hold office until the close of the next annual general meeting and the Board of Directors of the Company be authorized to set the fees of the auditor. | Management | Withheld | Against | ||||||||
3 | BE IT RESOLVED THAT, on an advisory basis only and not to diminish the role and responsibilities of the Board of Directors, the Shareholders accept the approach to executive compensation disclosed in the Information Circular of the Company dated March 8, 2023 delivered in connection with the 2023 Annual General Meeting of Shareholders. | Management | For | For |
BERKSHIRE HATHAWAY INC. | ||||||||
Security | 084670702 | Meeting Type | Annual | |||||
Ticker Symbol | BRKB | Meeting Date | 06-May-2023 | |||||
ISIN | US0846707026 | Agenda | 935785418 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1. | DIRECTOR | Management | ||||||||||
1 | Warren E. Buffett | For | For | |||||||||
2 | Charles T. Munger | For | For | |||||||||
3 | Gregory E. Abel | For | For | |||||||||
4 | Howard G. Buffett | For | For | |||||||||
5 | Susan A. Buffett | For | For | |||||||||
6 | Stephen B. Burke | For | For | |||||||||
7 | Kenneth I. Chenault | For | For | |||||||||
8 | Christopher C. Davis | For | For | |||||||||
9 | Susan L. Decker | For | For | |||||||||
10 | Charlotte Guyman | For | For | |||||||||
11 | Ajit Jain | For | For | |||||||||
12 | Thomas S. Murphy, Jr. | For | For | |||||||||
13 | Ronald L. Olson | For | For | |||||||||
14 | Wallace R. Weitz | For | For | |||||||||
15 | Meryl B. Witmer | For | For | |||||||||
2. | Non-binding resolution to approve the compensation of the Company's Named Executive Officers, as described in the 2023 Proxy Statement. | Management | For | For | ||||||||
3. | Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. | Management | 3 Years | For | ||||||||
4. | Shareholder proposal regarding how the Company manages physical and transitional climate related risks and opportunities. | Shareholder | Against | For | ||||||||
5. | Shareholder proposal regarding how climate related risks are being governed by the Company. | Shareholder | Against | For | ||||||||
6. | Shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investment activities. | Shareholder | Against | For | ||||||||
7. | Shareholder proposal regarding the reporting on the effectiveness of the Corporation's diversity, equity and inclusion efforts. | Shareholder | Against | For | ||||||||
8. | Shareholder proposal regarding the adoption of a policy requiring that two separate people hold the offices of the Chairman and the CEO. | Shareholder | Against | For | ||||||||
9. | Shareholder proposal requesting that the Company avoid supporting or taking a public policy position on controversial social and political issues. | Shareholder | Against | For |
INTEL CORPORATION | ||||||||
Security | 458140100 | Meeting Type | Annual | |||||
Ticker Symbol | INTC | Meeting Date | 11-May-2023 | |||||
ISIN | US4581401001 | Agenda | 935793631 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director: Patrick P. Gelsinger | Management | Abstain | Against | ||||||
1b. | Election of Director: James J. Goetz | Management | Abstain | Against | ||||||
1c. | Election of Director: Andrea J. Goldsmith | Management | Abstain | Against | ||||||
1d. | Election of Director: Alyssa H. Henry | Management | Abstain | Against | ||||||
1e. | Election of Director: Omar Ishrak | Management | Abstain | Against | ||||||
1f. | Election of Director: Risa Lavizzo-Mourey | Management | Abstain | Against | ||||||
1g. | Election of Director: Tsu-Jae King Liu | Management | Abstain | Against | ||||||
1h. | Election of Director: Barbara G. Novick | Management | Abstain | Against | ||||||
1i. | Election of Director: Gregory D. Smith | Management | Abstain | Against | ||||||
1j. | Election of Director: Lip-Bu Tan | Management | Abstain | Against | ||||||
1k. | Election of Director: Dion J. Weisler | Management | Abstain | Against | ||||||
1l. | Election of Director: Frank D. Yeary | Management | Abstain | Against | ||||||
2. | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2023. | Management | Abstain | Against | ||||||
3. | Advisory vote to approve executive compensation of our named executive officers. | Management | Abstain | Against | ||||||
4. | Approval of amendment and restatement of the 2006 Equity Incentive Plan. | Management | Abstain | Against | ||||||
5. | Advisory vote on the frequency of holding future advisory votes to approve executive compensation of our named executive officers. | Management | Abstain | Against | ||||||
6. | Stockholder proposal requesting an executive stock retention period policy and reporting, if properly presented at the meeting. | Shareholder | Abstain | Against | ||||||
7. | Stockholder proposal requesting commission and publication of a third party review of Intel's China business ESG congruence, if properly presented at the meeting. | Shareholder | Abstain | Against |
THE ST. JOE COMPANY | ||||||||
Security | 790148100 | Meeting Type | Annual | |||||
Ticker Symbol | JOE | Meeting Date | 16-May-2023 | |||||
ISIN | US7901481009 | Agenda | 935808672 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
1a. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Cesar L. Alvarez | Management | For | For | ||||||
1b. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Bruce R. Berkowitz | Management | For | For | ||||||
1c. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Howard S. Frank | Management | For | For | ||||||
1d. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Jorge L. Gonzalez | Management | For | For | ||||||
1e. | Election of Director for a one-year term of expiring at the 2024 Annual Meeting: Thomas P. Murphy, Jr. | Management | For | For | ||||||
2. | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | Management | For | For | ||||||
3. | Approval, on an advisory basis, of the compensation of our named executive officers. | Management | For | For | ||||||
4. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation for our named executive officers. | Management | 1 Year | For |
IMPERIAL METALS CORPORATION | ||||||||
Security | 452892102 | Meeting Type | Annual General Meeting | |||||
Ticker Symbol | IPMLF | Meeting Date | 24-May-2023 | |||||
ISIN | CA4528921022 | Agenda | 716991333 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS-1.1 TO 1.7 AND 2. THANK YOU | Non-Voting | ||||||||
1.1 | ELECTION OF DIRECTOR: CAROLYN D. ANGLIN | Management | For | For | ||||||
1.2 | ELECTION OF DIRECTOR: J. BRIAN KYNOCH | Management | For | For | ||||||
1.3 | ELECTION OF DIRECTOR: PIERRE LEBEL | Management | For | For | ||||||
1.4 | ELECTION OF DIRECTOR: LARRY G. MOELLER | Management | For | For | ||||||
1.5 | ELECTION OF DIRECTOR: JANINE NORTH | Management | For | For | ||||||
1.6 | ELECTION OF DIRECTOR: JAMES P. VEITCH | Management | For | For | ||||||
1.7 | ELECTION OF DIRECTOR: EDWARD A. YURKOWSKI | Management | For | For | ||||||
2 | APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION | Management | For | For | ||||||
3 | AUTHORIZING THE AMENDMENT AND RESTATEMENT BY THE COMPANY OF THE SHARE PURCHASE PLAN TO INCREASE THE MAXIMUM CONTRIBUTION THAT EMPLOYEES CAN CONTRIBUTE THEREUNDER, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR | Management | For | For |
IMPERIAL METALS CORPORATION | ||||||||
Security | 452892102 | Meeting Type | Annual and Special Meeting | |||||
Ticker Symbol | IPMLF | Meeting Date | 24-May-2023 | |||||
ISIN | CA4528921022 | Agenda | 935826404 - Management |
Item | Proposal | Proposed by | Vote | For/Against Management | ||||||||
1 | DIRECTOR | Management | ||||||||||
1 | Carolyn D. Anglin | For | For | |||||||||
2 | J. Brian Kynoch | For | For | |||||||||
3 | Pierre Lebel | For | For | |||||||||
4 | Larry G. Moeller | For | For | |||||||||
5 | Janine North | For | For | |||||||||
6 | James P. Veitch | For | For | |||||||||
7 | Edward A. Yurkowski | For | For | |||||||||
2 | Appointment of Deloitte LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | ||||||||
3 | Authorizing the amendment and restatement by the Company of the Share Purchase Plan to increase the maximum contribution that employees can contribute thereunder, as more particularly described in the accompanying management information circular. | 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 | Fairholme Funds, Inc. | |||
By (Signature and Title)* | /s/ Bruce R. Berkowitz | |||
Bruce R. Berkowitz, President | ||||
(principal executive officer) |
Date August 3, 2023
*Print the name and title of each signing officer under his or her signature.