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 811-21606
Tilson Investment Trust
(Exact name of registrant as specified in charter)
145 East 57th Street, 10th Floor, New York, New York 10022
(Address of principal executive offices) (Zip code)
A. Vason Hamrick
116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
(Name and address of agent for service)
Registrant's telephone number, including area code: 252-972-9922
Date of fiscal year end: October 31
Date of reporting period: July 1, 2009 - June 30, 2010
PROXY VOTING RECORDS
Tilson Focus Fund
| Item | | Proposals | Mngmt Vote | Adv Vote | Sponsor |
| Issuer: | Sun Microsystems, Inc. | | | | |
| CUSIP: | 866810203 | | | | |
| Ticker: | JAVA | | | | |
| Meeting Date: | 7/16/2009 | | | | |
| | | | | | |
| 1 | | To adopt the agreement and plan of merger, date 4/19/2009, by and among Sun Microsystems, Inc., Oracle Corporation and Soda Acquisition Corporation, as it may be amended from time to time, pursuant to which Sun will be required by Oracle. | For | For | Management |
| 2 | | To adjourn or postpone the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment or postponement to adopt the agreement and plan of merger. | For | For | Management |
| | | | | | |
| Issuer: | GHL Acquisition Corp. | | | | |
| CUSIP: | 36172H108 | | | | |
| Ticker: | GHQ | | | | |
| Meeting Date: | 9/23/2009 | | | | |
| | | | | | |
| 1 | | To approve our acquistion of Iridium Holdings LLC pursuant to the transaction agreement dated as of September 22, 2008 among GHQ, Iridium Holdings and the sellers listed therein, as amended on April 28, 2009 and the transactions contemplated by the transaction agreement. | For | For | Management |
Tilson Focus Fund
| 2 | | To approve an amendment to GHQ's Certificate of Inc. to (i) change the name of GHQ from GHL Acquisition Corp. to Iridium Communications Inc. (ii) permit GHQ's continued existence after February 14, 2010 (iii) increase the number of GHQ's authorized shares of common stock and preferred stock and (iv) eliminate the different classes of GHQ's Board of Directors. | For | For | Management |
| 3 | | To approve the issuance of shares of our common stock in the acquisition and related transactions that would result in an increase in our outstanding common stock by more than 20%. | For | For | Management |
| 4 | | To adopt the proposed stock incentive plan, to be effective upon completion of the acquisition. | For | For | Management |
| 5 | | To consider the vote upon a proposal to adjourn the special meeting to a later date of dates, if necessary, to permit further solicitation and vote of proxies. | For | For | Management |
Tilson Focus Fund
| | | | | | |
| Issuer: | Atlas America, Inc. | | | | |
| CUSIP: | 049167109 | | | | |
| Ticker: | ATLS | | | | |
| Meeting Date: | 9/25/2009 | | | | |
| | | | | | |
| 1 | | Proposal to approve the issuance of shares of common stock, par value $0.01 per share, of Atlas America, in connection with the merger contemplated by the agreement and plan of merger, date as of April 27, 2009, as it may be amended from time to time, by and among Atlas Energy Resources, LLC, Atlas America, Inc., Atlas Energy Management, Inc. and Atlas Merger Sub, LLC. | For | For | Management |
| 2 | | Proposal to approve the Atlas America 2009 Stock Incentive Plan. | For | For | Management |
| 3 | | Proposal to adjourn or postpone the Atlas America Special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing. | For | For | Management |
| | | | | | |
| Issuer: | Atlas America, Inc. | | | | |
| CUSIP: | 049167109 | | | | |
| Ticker: | ATLS | | | | |
| Meeting Date: | 7/13/2009 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to amend Atlas America's amended and restated certificate of incorporation to increase the number of authorized shares of common stock to 114,000,000. | For | For | Management |
| 3 | | In their discretion, the proxies are authorized to vote upon such other business as may properly be brought before the meeting of any adjournment thereof. | For | For | Management |
| | | | | | |
| Issuer: | Citigroup, Inc. | | | | |
| CUSIP: | 172967101 | | | | |
| Ticker: | C | | | | |
| Meeting Date: | 7/9/2009 | | | | |
| | | | | | |
| 1 | | Proposal to approve the Dividend Blocker Amendment set forth in Annex A to the proxy statement. | For | For | Management |
| 2 | | Proposal to approve the Director Amendment set forth in Annex B to the proxy statement. | For | For | Management |
| 3 | | Proposal to approve the Retirement Amendment set forth in Annex C to the proxy statement. | For | For | Management |
| 4 | | Proposal to approve the Authorized Preferred Stock Increase set forth in Annex D to the proxy statement. | For | For | Management |
| | | | | | |
| Issuer: | Origen Financial, Inc. | | | | |
| CUSIP: | 68619E208 | | | | |
| Ticker: | ORGN | | | | |
| Meeting Date: | 10/12/2009 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| | | | | | |
| Issuer: | Huntsman Corp. | | | | |
| CUSIP: | 447011107 | | | | |
| Ticker: | HUN | | | | |
| Meeting Date: | 11/4/2009 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | Ratify the appointment of Deloitte & Touche LLP as Huntsman Corporations independent registered public accounting firm for the year ending December 31, 2009. | For | For | Management |
| 3 | | Approve the amendment and restatement of the Huntsman Stock Incentive Plan. | For | For | Management |
| | | | | | |
| Issuer: | Ambassadors International, Inc. | | | | |
| CUSIP: | 023178106 | | | | |
| Ticker: | AMIE | | | | |
| Meeting Date: | 11/12/2009 | | | | |
| | | | | | |
| 1 | | To issue additional shares of common stock in exchange for our outstanding 3.75% Convertible Senior Notes due 2027. | For | For | Management |
| | | | | | |
| Issuer: | Sun Microsystems, Inc. | | | | |
| CUSIP: | 866810203 | | | | |
| Ticker: | JAVA | | | | |
| Meeting Date: | 12/17/2009 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of Ernst & Young LLP as Sun's independent registered public accounting firm for the fiscal year ending June 30, 2010. | For | For | Management |
Tilson Focus Fund
| | | | | | |
| Issuer: | Blackrock Kelso Capital Corporation | | | | |
| CUSIP: | 092533108 | | | | |
| Ticker: | BKCC | | | | |
| Meeting Date: | 2/8/2010 | | | | |
| | | | | | |
| 1 | | To authorize flexibility for the company, with approval of its Board of Directors, to sell or otherwise issue shares of its common stock at a price below the company's then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement for the special meeting of stockholders. | For | For | Management |
| | | | | | |
| Issuer: | Daily Journal Corporation | | | | |
| CUSIP: | 233912104 | | | | |
| Ticker: | DJCO | | | | |
| Meeting Date: | 2/3/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2010. | For | For | Management |
Tilson Focus Fund
| | | | | | |
| Issuer: | Berkshire Hathaway, Inc. Cl B | | | | |
| CUSIP: | 084670207 | | | | |
| Ticker: | BRKB | | | | |
| Meeting Date: | 1/20/2010 | | | | |
| | | | | | |
| 1 | | To approve an amendment to the corporation's existing restated certificate of incorporation, as amended, to effect a 50-for-1 stock split of the corporation's class B common stock, while maintaining current economic and voting relationship between corporation's class B common stock and the corporation's class A common stock. | For | For | Management |
| 2 | | To approve an amendment to the current certificate to clarify the class B common stock may be split in the proposed 50-for-1 split without splitting the class A common stock. | For | For | Management |
| 3 | | To approve an amendment to the current certificate to change the par value of each share of class B common stock in connection with the proposed 50-for-1 split, to $0.0033 from the current par value of $0.1667 per share of class B common stock. | For | For | Management |
| 4 | | To approve an amendment to the current certificate to increase the number of shares of class B common stock and the total number of shares of all classes of stock that the corporation is authorized to issue. | For | For | Management |
| 5 | | To approve an amendment to the current certificate to remove the requirement to issue physical stock certificates for shares. | For | For | Management |
| | | | | | |
| Issuer: | Burlington Northern Santa Fe Corporation | | | |
| CUSIP: | 12189T104 | | | | |
| Ticker: | BNI | | | | |
| Meeting Date: | 2/11/2010 | | | | |
| | | | | | |
| 1 | | Adopt the agreement and plan of merger, dated as of November 2, 2009, by and among Berkshire Hathaway, Inc., R Acquisition Company, LLC and Burlington, as it may be amended from time to time. | For | For | Management |
| 2 | | Adopt a motion to adjourn or postpone the special meeting to another time and/or place for the purpose of soliciting additional proxies in favor of the proposal to adopt the merger agreement, if necessary. | For | For | Management |
| | | | | | |
| Issuer: | American Italian Pasta Company | | | | |
| CUSIP: | 027070101 | | | | |
| Ticker: | AIPC | | | | |
| Meeting Date: | 2/25/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the selection of Grant Thornton, LLP as our independent registered public accounting firm for the 2010 fiscal year. | For | For | Management |
| | | | | | |
| Issuer: | Resource America, Inc. Cl A | | | | |
| CUSIP: | 761195205 | | | | |
| Ticker: | REXI | | | | |
| Meeting Date: | 3/8/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | In their discretion, the proxies are authorized to vote upon such other business as may properly be brought before the meeting or any adjournment thereof. | For | For | Management |
| | | | | | |
| Issuer: | Discover Financial Services | | | | |
| CUSIP: | 254709108 | | | | |
| Ticker: | DFS | | | | |
| Meeting Date: | 4/8/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Advisory vote to approve named Executive Officer Compensation. | For | For | Management |
| 3 | | To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm. | For | For | Management |
| | | | | | |
| Issuer: | Fairfax Financial Holdings Ltd. | | | | |
| CUSIP: | 303901102 | | | | |
| Ticker: | FFH | | | | |
| Meeting Date: | 4/22/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Appointment of auditors. | For | For | Management |
| 3 | | Proposal set out in Schedule A to the accompanying management proxy circular. | Against | Against | Shareholder |
Tilson Focus Fund
| | | | | | |
| Issuer: | The Coca-Cola Company | | | | |
| CUSIP: | 191216100 | | | | |
| Ticker: | KO | | | | |
| Meeting Date: | 4/21/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of Ernst & Young LLP as independent auditors. | For | For | Management |
| 3 | | Proposal regarding an Advisory vote on Executive Compensation. | Against | Against | Shareholder |
| 4 | | Proposal regarding an Independent Board Chair. | Against | Against | Shareholder |
| 5 | | Proposal regarding restricted stock. | Against | Against | Shareholder |
| 6 | | Proposal regarding a report on Bisphenol-A. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | Whirlpool Corporation | | | | |
| CUSIP: | 963320106 | | | | |
| Ticker: | WHR | | | | |
| Meeting Date: | 4/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of Ernst & Young LLP as Whirlpool's independent registered public accounting firm for 2010. | For | For | Management |
| 3 | | Approval of the Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan. | For | For | Management |
| | | | | | |
| Issuer: | Boston Scientific Corporation | | | | |
| CUSIP: | 101137107 | | | | |
| Ticker: | BSX | | | | |
| Meeting Date: | 5/11/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | To ratify the appointment of Ernst & Young LLP as Boston Scientific Corporation's independent registered public accounting firm for the 2010 fiscal year. | For | For | Management |
| 3 | | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | For | For | Management |
| | | | | | |
| Issuer: | Citigroup, Inc. | | | | |
| CUSIP: | 172967101 | | | | |
| Ticker: | C | | | | |
| Meeting Date: | 4/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2010. | For | For | Management |
| 3 | | Proposal to approve Amendments to the Citigroup 2009 Stock Incentive Plan. | For | For | Management |
| 4 | | Proposal to approve the TARP Repayment Shares. | For | For | Management |
| 5 | | Proposal to approve Citi's 2009 Executive Compensation. | For | For | Management |
| 6 | | Proposal to ratify the Tax Benefits Preservation Plan. | For | For | Management |
| 7 | | Proposal to approve the Reverse Stock Split Extenstion. | For | For | Management |
| 8 | | Proposal regarding political non-partisanship. | Against | Against | Shareholder |
| 9 | | Proposal requesting a report on political contributions. | Against | Against | Shareholder |
| 10 | | Proposal requesting a report on collateral for over-the-counter derivatives trades. | Against | Against | Shareholder |
Tilson Focus Fund
| 11 | | Proposal requesting that stockholders holding 10% or above have the right to call special stockholder meetings. | Against | Against | Shareholder |
| 12 | | Stockholder proposal requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment. | Against | Against | Shareholder |
| 13 | | Proposal requesting reimbursement of expenses incurred by a stockholder in a contested election of directors. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | Berkshire Hathaway, Inc. Cl B | | | | |
| CUSIP: | 084670207 | | | | |
| Ticker: | BRKB | | | | |
| Meeting Date: | 5/1/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| | | | | | |
| Issuer: | General Electric Co. | | | | |
| CUSIP: | 369604103 | | | | |
| Ticker: | GE | | | | |
| Meeting Date: | 4/28/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of KPMG. | For | For | Management |
| 3 | | Cumulative voting; special Shareholder meetings; independent Board Chairman; pay disparity; Key Board Committees; Advisory vote on Executive Compensation. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | US Bancorp | | | | |
| CUSIP: | 902973304 | | | | |
| Ticker: | USB | | | | |
| Meeting Date: | 4/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | Ratification of Ernst & Young LLP as independent auditor for the 2010 fiscal year. | For | For | Management |
| 3 | | Approval of the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. | For | For | Management |
| 4 | | Advisory vote to approve executive compensation program. | For | For | Management |
| | | | | | |
| Issuer: | Wesco Financial Corporation | | | | |
| CUSIP: | 950817106 | | | | |
| Ticker: | WSC | | | | |
| Meeting Date: | 5/5/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| | | | | | |
| Issuer: | Sears Canada, Inc. | | | | |
| CUSIP: | 81234D109 | | | | |
| Ticker: | SCC | | | | |
| Meeting Date: | 4/23/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratify the appointment of Deloitte & Touche LLP as the corporations auditors, and authorizing the Board of Directors of the corporation to set the auditors remuneration. | For | For | Management |
| | | | | | |
| Issuer: | Johnson & Johnson | | | | |
| CUSIP: | 478160104 | | | | |
| Ticker: | JNJ | | | | |
| Meeting Date: | 4/22/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of appointment of PriceWaterhouseCoopers LLP as independent registered public accounting firm for 2010. | For | For | Management |
Tilson Focus Fund
| 3 | | Advisory vote on executive compensation. | Against | Against | Shareholder |
| 4 | | Special shareowner meetings. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | The First of Long Island Corporation | | | | |
| CUSIP: | 320734106 | | | | |
| Ticker: | FLIC | | | | |
| Meeting Date: | 4/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the appointment of Crowe Horwath LLP as the corporations independent registered public accounting firm for 2010. | For | For | Management |
| | | | | | |
| Issuer: | Commscope, Inc. | | | | |
| CUSIP: | 203372107 | | | | |
| Ticker: | CTV | | | | |
| Meeting Date: | 5/7/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2010. | For | For | Management |
| | | | | | |
| Issuer: | American Express Co. | | | | |
| CUSIP: | 025816109 | | | | |
| Ticker: | AXP | | | | |
| Meeting Date: | 4/26/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of appointment of PriceWaterhouseCoopers LLP as the independent registered public accounting firm for 2010. | For | For | Management |
| 3 | | Advisory vote approving executive compensation. | For | For | Management |
Tilson Focus Fund
| 4 | | Proposal relating to cumulative voting for Directors. | Against | Against | Shareholder |
| 5 | | Proposal relating to the calling of special shareholder meetings. | Against | Against | Shareholder |
| 6 | | Proposal relating to share retention requirements for executives. | Against | Against | Shareholder |
| | | | | | |
| | | | | | |
| Issuer: | Ocwen Financial Corporation | | | | |
| CUSIP: | 675746309 | | | | |
| Ticker: | OCN | | | | |
| Meeting Date: | 5/6/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Huntsman Corporation | | | | |
| CUSIP: | 447011107 | | | | |
| Ticker: | HUN | | | | |
| Meeting Date: | 5/6/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of Deloitte & Touche LLP as Huntsman Corporations independent registered public accounting firm for the year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Domino's Pizza, Inc. | | | | |
| CUSIP: | 25754A201 | | | | |
| Ticker: | DPZ | | | | |
| Meeting Date: | 4/28/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | Approval of the amended and restated Domino's Pizza senior executive annual incentive plan. | For | For | Management |
| 3 | | Ratification of the selection of PriceWaterhouseCoopers LLP as the independent registered public accountants of the company for the current year. | For | For | Management |
| | | | | | |
| Issuer: | Dr. Pepper Snapple Group, Inc. | | | | |
| CUSIP: | 26138E109 | | | | |
| Ticker: | DPS | | | | |
| Meeting Date: | 5/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the appointment of Deloitte & Touche LLP as the corporations independent registered public accounting firm for fiscal year 2010. | For | For | Management |
| | | | | | |
| Issuer: | Crosstex Energy, Inc. | | | | |
| CUSIP: | 22765Y104 | | | | |
| Ticker: | XTXI | | | | |
| Meeting Date: | 22765Y104 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the appointment of KPMG LLP as Crosstex Energy, Inc.'s independent public accounting firm for the fiscal year ending December 31, 2010. | For | For | Management |
| 3 | | Proposal to amend the employment policy of Crosstex Energy, Inc. to explicitly prohibit discrimination based on sexual orientation and gender identity or expression. | Against | Against | Shareholder |
Tilson Focus Fund
| | | | | | |
| Issuer: | Winthrop Realty Trust | | | | |
| CUSIP: | 976391300 | | | | |
| Ticker: | FUR | | | | |
| Meeting Date: | 5/11/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the selection of PriceWaterhouseCoopers LLP as our independent registered public accounting firm for the 2010 fiscal year. | For | For | Management |
| | | | | | |
| Issuer: | Boulder Growth & Income Fund, Inc. | | | | |
| CUSIP: | 101507101 | | | | |
| Ticker: | BIF | | | | |
| Meeting Date: | 5/3/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To approve an amendment to the bylaws regarding termination of the Advisors. | For | For | Management |
| | | | | | |
| Issuer: | Atlas America, Inc. | | | | |
| CUSIP: | 049167109 | | | | |
| Ticker: | ATLS | | | | |
| Meeting Date: | 5/13/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| | | | | | |
| Issuer: | Sears Holding Corporation | | | | |
| CUSIP: | 812350106 | | | | |
| Ticker: | SHLD | | | | |
| Meeting Date: | 5/4/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratify the appointment by the Audit Committee of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2010. | For | For | Management |
Tilson Focus Fund
| | | | | | |
| Issuer: | Beneficial Mutual Bancorp, Inc. | | | | |
| CUSIP: | 08173R104 | | | | |
| Ticker: | BNCL | | | | |
| Meeting Date: | 5/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Beneficial Mutual Bancorp, Inc. for the fiscal year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Dow Chemical Company | | | | |
| CUSIP: | 260543103 | | | | |
| Ticker: | DOW | | | | |
| Meeting Date: | 5/13/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of the independent registered public accounting firm. | For | For | Management |
| 3 | | Amendment of the Restated Certificate of Incorporation regarding special stockholder meetings. | For | For | Management |
| 4 | | Proposal on Environmental Remediation in the Midland Area. | Against | Against | Shareholder |
| 5 | | Proposal on Executive Stock Retention. | Against | Against | Shareholder |
| 6 | | Proposal on Executive Compensation. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | Iridium Communications, Inc. | | | | |
| CUSIP: | 46269C102 | | | | |
| Ticker: | IRDM | | | | |
| Meeting Date: | 5/25/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | To ratify the selection by the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Borders Group, Inc. | | | | |
| CUSIP: | 099709107 | | | | |
| Ticker: | BGP | | | | |
| Meeting Date: | 5/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To re-affirm the performance goals and maximum amounts payable under the Company's annual incentive bonus plan. | For | For | Management |
| 3 | | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2010. | For | For | Management |
| | | | | | |
| Issuer: | Wendy's Arby's Group, Inc. | | | | |
| CUSIP: | 950587105 | | | | |
| Ticker: | WEN | | | | |
| Meeting Date: | 5/27/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To approve the Company's 2010 Omnibus Award Plan. | For | For | Management |
| 3 | | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for 2010. | For | For | Management |
| 4 | | To vote on a proposal regarding poultry slaughter. | Against | Against | Shareholder |
Tilson Focus Fund
| | | | | | |
| Issuer: | Target Corporation | | | | |
| CUSIP: | 87612E106 | | | | |
| Ticker: | TGT | | | | |
| Meeting Date: | 6/9/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the appointment of Ernst & Young LLP as independent registered public accountants. | For | For | Management |
| 3 | | Proposal to amend the restated articles of incorporation relating to Board. | For | For | Management |
| 4 | | Proposal to amend the restated articles of incorporation to eliminate a supermajority vote requirement to certain business combinations. | For | For | Management |
| 5 | | Proposal to amend and restate the restated articles to reflect the changes proposed as items 3 and 4, if approved, all as more fully described in the proxy statement. | For | For | Management |
| 6 | | Proposal regarding annual advisory vote on executive compensation. | Against | Against | Shareholder |
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| Issuer: | Altria Group, Inc. | | | | |
| CUSIP: | 02209S103 | | | | |
| Ticker: | MO | | | | |
| Meeting Date: | 5/20/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | 2010 Performance Incentive Plan. | For | For | Management |
| 3 | | Ratification of the selection of independent auditors. | For | For | Management |
| 4 | | Food insecurity and Tobacco use. | Against | Against | Shareholder |
| 5 | | Create Human Rights protocols for the Company and its Suppliers. | Against | Against | Shareholder |
Tilson Focus Fund
| | | | | | |
| Issuer: | Atlas Pipeline Partners, LP | | | | |
| CUSIP: | 049392103 | | | | |
| Ticker: | APL | | | | |
| Meeting Date: | 5/28/2010 | | | | |
| | | | | | |
| 1 | | To approve the terms of the Atlas Pipeline Partners, LP 2010 Long-Term Incentive Plan, as described in the consent solicitation statement. A copy of the 2010 Long-Term Incentive Plan is included in the accompanying consent solicitation statement as appendix A. | For | For | Management |
| | | | | | |
| Issuer: | Spark Networks, Inc. | | | | |
| CUSIP: | 84651P100 | | | | |
| Ticker: | LOV | | | | |
| Meeting Date: | 6/7/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Approve the amendment to the Company's Certificate of Incorporation to declassify the structure of its Board of Directors. | For | For | Management |
| 3 | | Approve the reappointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Blackrock Kelso Capital Corporation | | | | |
| CUSIP: | 092533108 | | | | |
| Ticker: | BKCC | | | | |
| Meeting Date: | 6/7/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Focus Fund
| 2 | | To amend the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. | For | For | Management |
| 3 | | To ratify the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Two Harbors Investment Corp. | | | | |
| CUSIP: | 90187B101 | | | | |
| Ticker: | TWO | | | | |
| Meeting Date: | 6/14/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2010. | For | For | Management |
| | | | | | |
| Issuer: | Delia's, Inc. | | | | |
| CUSIP: | 246911101 | | | | |
| Ticker: | DLIA | | | | |
| Meeting Date: | 6/17/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the selection of BDO Seidman, LLP as the company's independent registered public accountants for the fiscal year ending January 29, 2011. | For | For | Management |
Tilson Focus Fund
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| Issuer: | Fox Chase Bancorp, Inc. | | | | |
| CUSIP: | 35137P106 | | | | |
| Ticker: | FXCB | | | | |
| Meeting Date: | 6/24/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Plan of Conversion & Reorganization pursuant to which a.)Fox Chase MHC will merge with & into Fox Chase Bancorp; b.)Fox Chase Bancorp merge with & into New Fox Chase Bancorp; c.)outstanding shares of Fox Chase Bancorp be converted into shares of common stock of New Fox Chase Bancorp; d.)New Fox Chase Bancorp offer shares of its common stock for sale in a subscription offering. | For | For | Management |
| 3 | | Approval of a provision in New Fox Chase Bancorp's Articles of Incorporation requiring a super-majority vote to approve certain amendments to New Fox Chase Bancorp's Articles of Incorporation. | For | For | Management |
| 4 | | Approval of a provision in New Fox Chase Bancorp's Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of New Fox Chase Bancorp's outstanding voting stock. | For | For | Management |
| 5 | | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Fox Chase Bancorp, Inc. for the fiscal year ending December 31, 2010. | For | For | Management |
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Tilson Dividend Fund
| Item | | Proposals | Mngmt Vote | Adv Vote | Sponsor |
| Issuer: | Cisco Systems, Inc. | | | | |
| CUSIP: | 17275R102 | | | | |
| Ticker: | CSCO | | | | |
| Meeting Date: | 11/12/2009 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To approve the amendment and restatement of the 2005 Stock Incentive Plan, as set forth in the accompanying proxy statement. | For | For | Management |
| 3 | | To approve the amendment and restatement of the Employee Stock Purchase Plan, as set forth in the accompanying proxy statement. | For | For | Management |
| 4 | | To ratify the appointment of PriceWaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 31, 2010. | For | For | Management |
| 5 | | Proposal to amend Cisco's bylaws to establish a Board Committee on Human Rights. | Against | Against | Shareholder |
| 6 | | Proposal requesting the Board to adopt a policy that shareholders be provided the opportunity at each annual meeting of shareholders to vote on an advisory resolution to ratify the compensation of the named executive officers described in the proxy statement for the annual meeting. | Against | Against | Shareholder |
Tilson Dividend Fund
| 7 | | Proposal requesting the Board to publish a report to shareholders within six months providing a summarized listing and assessment of concrete steps Cisco could reasonably take to reduce the liklihood that its business practices might enable or encourage the violation of human rights, as set forth in the accompanying proxy statement. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | Chipotle Mexican Grill, Inc. Cl B | | | | |
| CUSIP: | 169656204 | | | | |
| Ticker: | CMG B | | | | |
| Meeting Date: | 12/21/2009 | | | | |
| | | | | | |
| 1 | | Proposal to amend Chipotle's restated certificate of incorporation to (a) effect a reclassification of each outstanding share of Chipotle Class B Common Stock into one share of Chipotle Class A Common Stock and rename the Class A Common Stock as "Common Stock"; and (b) eliminate provisions relating to Chipotle's prior dual-class Common Stock structure. | For | For | Management |
Tilson Dividend Fund
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| Issuer: | KHD Humboldt Wedag International Ltd. | | | |
| CUSIP: | 482462108 | | | | |
| Ticker: | KHD | | | | |
| Meeting Date: | 3/29/2010 | | | | |
| | | | | | |
| 1 | | The approval of a special resolution authorizing the amendment to the company's articles to authorize the Directors of the Company to transfer, in accordance with Section 137(1.1) of the business corporations act and subject to the terms and conditions of the shareholders agreement, the power to direct the voting of the kid shares. | For | For | Management |
| 2 | | Subject to the approval of the amendment resolution, the approval of the arrangement resolution authorizing the company to consummate the arrangement described in such management information circular. This form confers discretionary authority to vote on such other business as may properly come before the meeting or any adjournment thereof. The voting instruction form should be read in conjunction with the accompanying information circular. | For | For | Management |
| | | | | | |
| Issuer: | The Steak n Shake Company | | | | |
| CUSIP: | 857873202 | | | | |
| Ticker: | SNS | | | | |
| Meeting Date: | 4/8/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
Tilson Dividend Fund
| 2 | | To ratify the selection by the audit committee of the Board of Directors of Deloitte & Touche LLP as the corporations independent registered public accounting firm for the 2010 fiscal year. | For | For | Management |
| 3 | | To amend the restated articles of incorporation to delete an unnecessary post office address, remove nonessential detailed language about the business's purpose, and to change the name of the holding company. | For | For | Management |
| | | | | | |
| Issuer: | EMC Corporation | | | | |
| CUSIP: | 268648102 | | | | |
| Ticker: | EMC | | | | |
| Meeting Date: | 4/29/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the selection by the audit committee of PriceWaterhouseCoopers LLC as EMC's independent auditors. | For | For | Management |
| 3 | | Proposal relating to special shareholder meetings. | Against | Against | Shareholder |
| 4 | | Proposal relating to an advisory vote on executive compensation. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | P.F. Chang's China Bistro, Inc. | | | | |
| CUSIP: | 69333Y108 | | | | |
| Ticker: | PFCB | | | | |
| Meeting Date: | 4/22/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Appointment of KPMG LLP as independent auditors for the year ending January 2, 2011. | For | For | Management |
Tilson Dividend Fund
| 3 | | Approval of adjournment of the meeting to solicit additional proxies. | For | For | Management |
| | | | | | |
| Issuer: | Alleghany Corporation | | | | |
| CUSIP: | 017175100 | | | | |
| Ticker: | Y | | | | |
| Meeting Date: | 4/23/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to approve the 2010 Director's Stock Plan of Alleghany Corporation. | For | For | Management |
| 3 | | Proposal to approve the 2010 Management Incentive Plan of Alleghany. | For | For | Management |
| 4 | | Ratification of KPMG LLP as Alleghany Corporations independent registered public accounting firm for the year 2010. | For | For | Management |
| | | | | | |
| Issuer: | Annaly Capital Management, Inc. | | | | |
| CUSIP: | 035710409 | | | | |
| Ticker: | NLY | | | | |
| Meeting Date: | 5/27/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | A proposal to approve the 2010 Equity Incentive Plan. | For | For | Management |
| 3 | | Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the company for the 2010 fiscal year. | For | For | Management |
| | | | | | |
| Issuer: | Diamond Hill Investment Group, Inc. | | | | |
| CUSIP: | 25264R207 | | | | |
| Ticker: | DHIL | | | | |
| Meeting Date: | 5/4/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of Plante & Moran PLLC as our independent registered public accounting firm for 2010. | For | For | Management |
| | | | | | |
| Issuer: | Laboratory Corp. of America Holdings | | | |
| CUSIP: | 50540R409 | | | | |
| Ticker: | LH | | | | |
| Meeting Date: | 5/12/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of the appointment of PriceWaterhouseCoopers LLP as Laboratory Corporation of America Holdings' independent registered public accounting firm for 2010. | For | For | Management |
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| Issuer: | Northrop Grumman Corporation | | | | |
| CUSIP: | 666807102 | | | | |
| Ticker: | NOC | | | | |
| Meeting Date: | 5/19/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor. | For | For | Management |
| 3 | | Proposal to amend the Company's Restated Certificate of Incorporation Relating to Special Shareholder Meetings and Certain Other Provisions. | For | For | Management |
| 4 | | Proposal to amend the Certificate of Incorporation of Northrop Grumman Systems Corporation Relating to Deletion of Company Shareholder Approvals for Certain Transactions. | For | For | Management |
| 5 | | Proposal regarding incorporation in North Dakota. | Against | Against | Shareholder |
Tilson Dividend Fund
| | | | | | |
| Issuer: | Exxon Mobil Corporation | | | | |
| CUSIP: | 30231G102 | | | | |
| Ticker: | XOM | | | | |
| Meeting Date: | 5/26/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Ratification of independent auditors. | For | For | Management |
| 3 | | Special shareholder meetings. | Against | Against | Shareholder |
| 4 | | Incorporate in North Dakota. | Against | Against | Shareholder |
| 5 | | Advisory vote on Executive Compensation. | Against | Against | Shareholder |
| 6 | | Amendment on EEO Policy. | Against | Against | Shareholder |
| 7 | | Policy on Water. | Against | Against | Shareholder |
| 8 | | Wetlands Restoration Policy. | Against | Against | Shareholder |
| 9 | | Report on Canadian Oil Sands. | Against | Against | Shareholder |
| 10 | | Report on Natural Gas Production. | Against | Against | Shareholder |
| 11 | | Report on Energy Technology. | Against | Against | Shareholder |
| 12 | | Greenhouse Gas Emissions Goals. | Against | Against | Shareholder |
| 13 | | Planning Assumptions. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | Staples, Inc. | | | | |
| CUSIP: | 855030102 | | | | |
| Ticker: | SPLS | | | | |
| Meeting Date: | 6/7/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To approve the Long-Term Incentive Plan. | For | For | Management |
| 3 | | To approve an amendment to Staples' Amended and Restated 2004 Stock Incentive Plan increasing the number of shares of common stock authorized for issuance under the plan from 77,430,000 to 97,430,000 and amending the material terms of the performance goals of the plan. | For | For | Management |
Tilson Dividend Fund
| 4 | | To ratify the selection by the Audit Committee of Ernst & Young LLP as Staples' independent registered public accounting firm the current fiscal year. | For | For | Management |
| 5 | | To act on a proposal regarding the ability of shareholders to act by majority written consent. | Against | Against | Shareholder |
| 6 | | To act on a proposal providing shareholders owning 10% of outstanding shares with the ability to call special meetings. | Against | Against | Shareholder |
| | | | | | |
| Issuer: | PetSmart, Inc. | | | | |
| CUSIP: | 716768106 | | | | |
| Ticker: | PETM | | | | |
| Meeting Date: | 6/16/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2010 fiscal year ending January 29, 2011. | For | For | Management |
| 3 | | To amend our executive short-term incentive plan. | For | For | Management |
| | | | | | |
| Issuer: | Gamestop Corp. | | | | |
| CUSIP: | 36467W109 | | | | |
| Ticker: | GME | | | | |
| Meeting Date: | 6/22/2010 | | | | |
| | | | | | |
| 1 | | Election of Directors. | For | For | Management |
| 2 | | Proposal to ratify the appointment of BDO Seidman, LLP as the independent registered public accounting firm of the company for the fiscal year ending January 29, 2011. | For | For | Management |
Tilson Dividend Fund
| | | | | | |
| Issuer: | Mind C.T.I. Ltd. | | | | |
| CUSIP: | M70240102 | | | | |
| Ticker: | MNDO | | | | |
| Meeting Date: | 6/28/2010 | | | | |
| | | | | | |
| 1 | | To re-appoint Brightman Almagor Zohar as the Company's independent auditor. | For | For | Management |
| 2 | | Re-election of Mrs. Monica Iancu (formerly Eisinger) as Class 1 Director. | For | For | Management |
| 3 | | Re-election of Mr. Amnon Neubach as an external Director. | For | For | Management |
| 4 | | Election of Mr. Rimon Ben-Shaoul as an external Director. | For | For | Management |
| 5 | | To approve an amendment to the Company's Articles of Association. | For | For | Management |
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.
Tilson Investment Trust
| By: (Signature and Title) | | |
| /s/ Whitney R. Tilson
Whitney R. Tilson Trustee, President, and Principal Executive Officer | |
Date: August 11, 2010 | | |
