UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORED OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-22394
CHOU AMERICA MUTUAL FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
(207) 347-2088
Francis S.M. Chou, President
Three Canal Plaza, Suite 600
Portland, Maine 04101
(207) 347-2088
Date of fiscal year end:
DECEMBER 31
Chou Opportunity Fund and Chou Income Fund
Date of reporting period: July 1, 2011 - June 30, 2012
ITEM 1. PROXY VOTING RECORD
Chou Opportunity Fund
Issuer Name | Exchange Ticker Symbol | CUSIP # | Shareholder Meeting Date | Proposal/Description of the Matter Voted | Proposed by Issurer/Shareholder | Did Fund Cast Vote on Matter (Y/N) | How Vote was Cast (For/Against Proposal or Abstain) | Fund Vote For/Against Management |
Dell Inc. | DELL | 24702R101 | July 15 2011 | 01 Director | Management | Yes | ||
1 James W. Breyer | For | For | ||||||
2 Donald J. Carty | For | For | ||||||
3 Michael S. Dell | For | For | ||||||
4 William H. Gray, III | For | For | ||||||
5 Gerard J. Kleisterlee | For | For | ||||||
6 Thomas W. Luce, III | For | For | ||||||
7 Klaus S. Luft | For | For | ||||||
8 Alex J. Mandl | For | For | ||||||
9 Shantanu Narayen | For | For | ||||||
10 H. Ross Perot, JR. | For | For | ||||||
02 Ratification of selection of Pricewaterhousecoopers | Management | Yes | For | For | ||||
LLP as Dell's independent auditor for fiscal 2012. | ||||||||
03 Approval, on an advisory basis, of Dell's | Management | Yes | For | For | ||||
compensation of its named executive officers as | ||||||||
disclosed in the proxy statement. | ||||||||
04 Advisory vote on whether future advisory votes | Management | Yes | 1 Year | For | ||||
on named executive officer compensation should | ||||||||
occur every 1 year, every 2 years or every 3 years. | ||||||||
SH1 Independent chairman | Shareholder | Yes | Against | For | ||||
SH2 Stockholder action by written consent | Shareholder | Yes | Abstain | Against | ||||
SH3 Declaration of dividends | Shareholder | Yes | Against | For | ||||
Alliance One International Inc. | AOI | 018772103 | August 11 2011 | 01 Director | Management | Yes | ||
1 Joseph L. Lanier, JR* | For | For | ||||||
2 C. Richard Green, JR** | For | For | ||||||
3 Nigel G. Howard* | For | For | ||||||
4 William S. Sheridan** | For | For | ||||||
02 Ratification of the appointment of Deloitte | Management | Yes | For | For | ||||
& Touche LLP as the company's independent | ||||||||
auditors for the fiscal year ending March 31, 2012. | ||||||||
03 Adoption of a resolution approving, on an | Management | Yes | For | For | ||||
advisory basis, the compensation paid to the | ||||||||
company's named executive officers. | ||||||||
04 Selection, on an advisory basis, of the frequency | Management | Yes | 1 Year | For | ||||
of future shareholder advisory votes to approve | ||||||||
executive compensation. | ||||||||
05 Approval of the amendment and restatement | Management | Yes | For | For | ||||
of the Alliance One International, Inc. 2007 | ||||||||
incentive plan. | ||||||||
ASTA Funding Inc. | ASFI | 046220109 | March 21 2012 | 1 Director | Management | Yes | ||
1 Gary Stern | For | For | ||||||
2 Arthur Stern | For | For | ||||||
3 Herman Dadillo | For | For | ||||||
4 David Slackman | For | For | ||||||
5 Edward Celano | For | For | ||||||
6 Harvey Leibowitz | For | For | ||||||
7 Louis A. Piccolo | For | For | ||||||
2 Rafitication of Grant Thornton LLP as independent | Management | Yes | For | For | ||||
registered public accounting firm. | ||||||||
3 Approval of the ASTA Funding, Inc. 2012 stock | Management | Yes | For | For | ||||
option and performance award plan. | ||||||||
4 Approval, on a non-binding, advisory basis, of the | Management | Yes | For | For | ||||
compensation paid to our named executive officers. | ||||||||
5 On a non-binding, advisory basis, your preference | Management | Yes | 1 Year | Against | ||||
for the frequency by which the non-binding advisory | ||||||||
vote on compensation paid to our named executive | ||||||||
officers should be held. | ||||||||
Citigroup Inc. | C | 172967424 | April 17 2012 | 1A Election of Director: Franz B. Humer | Management | Yes | For | For |
1B Election of Director: Robert L. Joss | Management | Yes | For | For | ||||
1C Election of Director: Michael E. O'Neill | Management | Yes | For | For | ||||
1D Election of Director: Vikram S. Pandit | Management | Yes | For | For | ||||
1E Election of Director: Lawrence R. Ricciardi | Management | Yes | For | For | ||||
1F Election of Director: Judith Rodin | Management | Yes | For | For | ||||
1G Election of Director: Robert L. Ryan | Management | Yes | For | For | ||||
1H Election of Director: Anthony M. Santomero | Management | Yes | For | For | ||||
1I Election of Director: Joan E. Spero | Management | Yes | For | For | ||||
1J Election of Director: Diana L. Taylor | Management | Yes | For | For | ||||
1K Election of Director: William S. Thompson, JR. | Management | Yes | For | For | ||||
1L Election of Director: Ernesto Zedillo Ponce de Leon | Management | Yes | For | For | ||||
02 Proposal to ratify the selection of KPMG LLP | Management | Yes | For | For | ||||
as Citi's independent registered public accounting | ||||||||
firm for 2012. | ||||||||
03 Proposal to approve an amendment to the | Management | Yes | For | For | ||||
Citigroup 2009 stock incentive plan. | ||||||||
04 Advisory approval of Citi's 2011 executive | Management | Yes | For | For | ||||
compensation. | ||||||||
05 Stockholder proposal requesting a report | Shareholder | Yes | Abstain | Against | ||||
on prior governmental service of certain individuals. | ||||||||
06 Stockholder proposal requesting a report on | Shareholder | Yes | Abstain | Against | ||||
lobbying and political contributions. | ||||||||
07 Stockholder proposal requesting that executives | Shareholder | Yes | For | Against | ||||
retain 25% of their stock for one year following | ||||||||
termination. | ||||||||
08 Stockholder proposal requesting that the audit | Shareholder | Yes | Abstain | Against | ||||
committee conduct an independent review and | ||||||||
report on controls related to loans, foreclosures, | ||||||||
and securitizations. | ||||||||
MBIA Inc | MBI | 55262C100 | May 1 2012 | 1A Election of Director: Joseph W. Brown | Management | Yes | For | For |
1B Election of Director: David A. Coulter | Management | Yes | For | For | ||||
1C Election of Director: Steven J. Gilbert | Management | Yes | For | For | ||||
1D Election of Director: Daniel P. Kearney | Management | Yes | For | For | ||||
1E Election of Director: Kewsong Lee | Management | Yes | For | For | ||||
1F Election of Director: Charles R. Rinehart | Management | Yes | For | For | ||||
1G Election of Director: Theodore Shasta | Management | Yes | For | For | ||||
1H Election of Director: Richard C. Vaughan | Management | Yes | For | For | ||||
2 To approve, on an advisory basis, | Management | Yes | For | For | ||||
executive compensation. | ||||||||
3 To approve the company's 2005 omnibus | Management | Yes | For | For | ||||
incentive plan as amended through March 2012. | ||||||||
4 To ratify the selection of Pricewaterhousecoopers | Management | Yes | For | For | ||||
LLP, certified public accountants, as independent | ||||||||
auditors for the company for the year 2012. | ||||||||
Sears Holdings Corporation | SHLD | 812350106 | May 2 2012 | 1 Director | Management | Yes | ||
1 Louis J. D'Ambrosio | For | For | ||||||
2 William C. Kunkler, III | For | For | ||||||
3 Edward S. Lampert | For | For | ||||||
4 Steven T. Mnuchin | For | For | ||||||
5 Ann N. Reese | For | For | ||||||
6 Emily Scott | For | For | ||||||
7 Thomas J. Tisch | For | For | ||||||
2 Advisory vote to approve the compensation | Management | Yes | For | For | ||||
of our named executive officers. | ||||||||
3 Approve the amended and restated Sears Holdings | Management | Yes | For | For | ||||
Corporation umbrella incentive program. | ||||||||
4 Ratify the appointment by the audit committee | Management | Yes | For | For | ||||
of Deloitte & Touche LLP as the company's | ||||||||
independent registered public accounting firm | ||||||||
for fiscal year 2012. | ||||||||
Overstock.com Inc. | OSTK | 690370101 | May 3 2012 | 1 Director | Management | Yes | ||
1 Patrick M. Byrne | For | For | ||||||
2 Barclay F. Corbus | For | For | ||||||
2 Ratification of the selection of KPMG LLP as | Management | Yes | For | For | ||||
Overstock.com's independent registered public | ||||||||
accounting firm for 2012. | ||||||||
3 To approve an amendment and restatement of the | Management | Yes | For | For | ||||
company's 2005 equity incentive plan to increase | ||||||||
the number of shares available thereunder by | ||||||||
2,500,000; including approval of the plan's material | ||||||||
terms and performance goals for purposes of | ||||||||
IRC section 162 (M). | ||||||||
Berkshire Hathaway Inc. | BRKA | 084670108 | May 5 2012 | 1 Director | Management | Yes | ||
1 Warren E. Buffett | For | For | ||||||
2 Charles T. Munger | For | For | ||||||
3 Howard G. Buffett | For | For | ||||||
4 Stephen B. Burke | For | For | ||||||
5 Susan L. Decker | For | For | ||||||
6 William H. Gates III | For | For | ||||||
7 David S. Gottesman | For | For | ||||||
8 Charlotte Guyman | For | For | ||||||
9 Donald R. Keough | For | For | ||||||
10 Thomas S. Murphy | For | For | ||||||
11 Ronald L. Olson | For | For | ||||||
12 Walter Scott, JR. | For | For | ||||||
2 Shareholder proposal regarding succession plan | Shareholder | Yes | For | Against | ||||
Jefferies Group Inc. | JEF | 472319102 | May 7 2012 | 1 Director | Management | Yes | ||
1 Richard B. Handler | For | For | ||||||
2 Brian P. Friedman | For | For | ||||||
3 W. Patrick Campbell | For | For | ||||||
4 Ian M. Cumming | For | For | ||||||
5 Richard G. Dooley | For | For | ||||||
6 Robert E. Joyal | For | For | ||||||
7 Michael T. O'Kane | For | For | ||||||
8 Joseph S. Steinberg | For | For | ||||||
2 Ratify the appointment of Deloitte & Touche LLP | Management | Yes | For | For | ||||
as our independent registered public accounting | ||||||||
firm. | ||||||||
GAP Inc. | GPS | 364760108 | May 15 2012 | 1A Election of Director: Adrian D. P. Bellamy | Management | Yes | For | For |
1B Election of Director: Domenico De Sole | Management | Yes | For | For | ||||
1C Election of Director: Robert J. Fisher | Management | Yes | For | For | ||||
1D Election of Director: William S. Fisher | Management | Yes | For | For | ||||
1E Election of Director: Isabella D. Goren | Management | Yes | For | For | ||||
1F Election of Director: Bob L. Martin | Management | Yes | For | For | ||||
1G Election of Director: Jorge P. Montoya | Management | Yes | For | For | ||||
1H Election of Director: Glenn K. Murphy | Management | Yes | For | For | ||||
1I Election of Director: Mayo A. Shattuck III | Management | Yes | For | For | ||||
1J Election of Director: Katherine Tsang | Management | Yes | For | For | ||||
2 Ratification of the selection of Deloitte & Touche | Management | Yes | For | For | ||||
LLP as the independent registered public | ||||||||
accounting firm for the fiscal year ending February | ||||||||
2, 2013. | ||||||||
3 Advisory vote to approve the overall compensation | Management | Yes | For | For | ||||
of the company's named executive officers. | ||||||||
4 Shareholder proposal regarding ending trade | Shareholder | Yes | Against | For | ||||
partnerships with Sri Lanka. | ||||||||
Sprint Nextel Corporation | S | 852061100 | May 15 2012 | 1A Election of Director: Robert R. Bennett | Management | Yes | For | For |
1B Election of Director: Gordon M. Bethune | Management | Yes | For | For | ||||
1C Election of Director: Larry C. Glasscock | Management | Yes | For | For | ||||
1D Election of Director: James H. Hance, JR. | Management | Yes | For | For | ||||
1E Election of Director: Daniel R. Hesse | Management | Yes | For | For | ||||
1F Election of Director: V. Jenet Hill | Management | Yes | For | For | ||||
1G Election of Director: Frank Ianna | Management | Yes | For | For | ||||
1H Election of Director: Sven-Christer Nilsson | Management | Yes | For | For | ||||
1I Election of Director: William R. Nuti | Management | Yes | For | For | ||||
�� | 1J Election of Director: Rodney O'Neal | Management | Yes | For | For | |||
2 To ratify the appointment of KMPG LLP as the | Management | Yes | For | For | ||||
independent registered public accounting firm of | ||||||||
Sprint Nextel for 2012. | ||||||||
3 Advisory approval of the company's executive | Management | Yes | For | For | ||||
compensation. | ||||||||
4 To approve an amendment to Sprint's articles of | Management | Yes | For | For | ||||
incorporation to opt-out of the business | ||||||||
combination statute. | ||||||||
5 To approve an amendment to Sprint's articles of | Management | Yes | For | For | ||||
incorporation to eliminate the business combination | ||||||||
provision in article seventh. | ||||||||
6 To approve the material terms of performance | Management | Yes | For | For | ||||
objectives under 2007 omnibus incentive plan. | ||||||||
7 To vote on a shareholder proposal to adopt a | Shareholder | Yes | Abstain | Against | ||||
bonus deferral policy. | ||||||||
8 To vote on a shareholder proposal concerning | Shareholder | Yes | Abstain | Against | ||||
political contributions. | ||||||||
9 To vote on a shareholder proposal concerning | Shareholder | Yes | Abstain | Against | ||||
net neutrality. | ||||||||
RadioShack Corporation | RSH | 750438103 | May 17 2012 | 1A Election of Director: Robert E. Abernathy | Management | Yes | For | For |
1B Election of Director: Frank J. Belatti | Management | Yes | For | For | ||||
1C Election of Director: Julie A. Dobson | Management | Yes | For | For | ||||
1D Election of Director: Daniel R. Feehan | Management | Yes | For | For | ||||
1E Election of Director: James F. Gooch | Management | Yes | For | For | ||||
1F Election of Director: H. Eugene Lockhart | Management | Yes | For | For | ||||
1G Election of Director: Jack L. Messman | Management | Yes | For | For | ||||
1H Election of Director: Thomas G. Plaskett | Management | Yes | For | For | ||||
1I Election of Director: Edwina D. Woodbury | Management | Yes | For | For | ||||
2 Ratification of the appointment of | Management | Yes | For | For | ||||
Pricewaterhousecoopers LLP as independent | ||||||||
registered public accounting firm of RadioShack | ||||||||
Corporation to serve for the 2012 fiscal year. | ||||||||
3 Non-binding, advisory vote to approve executive | Management | Yes | Abstain | Against | ||||
compensation. | ||||||||
Flagstone Reinsurance Holdings | FSR | L3466T104 | May 18 2012 | 01 Director | Management | Yes | ||
1 Stewart Gross | For | For | ||||||
2 E. Daniel James | For | For | ||||||
3 Anthony Latham | For | For | ||||||
02 To elect certain individuals as designated company | Management | Yes | For | For | ||||
directors of certain of the company's non-U. S. | ||||||||
subsidiaries. | ||||||||
03 To approve the appointment of Deloitte & Touche | Management | Yes | For | For | ||||
LTD. (Bermuda) to serve as the company's | ||||||||
independent registered public accounting firm | ||||||||
(the "Independent Auditor") for fiscal year 2012 and | ||||||||
until our 2013 annual general meeting of | ||||||||
shareholders and to refer the determination of the | ||||||||
auditor's remuneration to the board of directors. | ||||||||
04 To approve, as required by Luxembourg law, | Management | Yes | For | For | ||||
the appointment of Deloitte audit, societe a | ||||||||
responsibilite limitee to serve as the company's | ||||||||
reviseur d'entreprises agree (the "authorized | ||||||||
statutory auditor") for the fiscal year 2012 and | ||||||||
until our 2013 annual general meeting of | ||||||||
shareholders. | ||||||||
05 To approve, as required by Luxembourg law, | Management | Yes | For | For | ||||
the consolidated financial statements of the | ||||||||
company prepared in accordance with U.S. GAAP | ||||||||
and the annual accounts of the company prepared | ||||||||
in accordance with Luxembourg GAAP, in each case | ||||||||
as at and for the year ended December 31, 2011 | ||||||||
(together, the "Luxembourg statutory accounts"). | ||||||||
06 To approve, as required by Luxembourg law, the | Management | Yes | For | For | ||||
consolidated management report to the board of | ||||||||
directors on the business of the company in | ||||||||
relation to the year ended December 31, 2011 and | ||||||||
the authorized statutory auditor's reports on the | ||||||||
Luxembourg statutory accounts as at and for the year | ||||||||
ended December 31, 2011. | ||||||||
07 To allocate, as required by Luxembourg law, the | Management | Yes | For | For | ||||
company's results and part of its distributable | ||||||||
reserves. | ||||||||
08 To grant a discharge to each of the current and past | Management | Yes | For | For | ||||
directors and officers of the company in respect to the | ||||||||
performance of their mandates during the year ended | ||||||||
December 31, 2011. | ||||||||
09 To approve, as required by Luxembourg law, all | Management | Yes | For | For | ||||
interim dividends declared since the company's last | ||||||||
annual general meeting of shareholders. | ||||||||
S10 To approve amendments to the articles of | Management | Yes | For | For | ||||
incorporation (statuts) to reduce the minimum | ||||||||
number of required directors on the board of | ||||||||
directors. | ||||||||
The Goldman Sachs Group Inc. | GS | 38141G104 | May 24 2012 | 1A Election of director: Lloyd C. Blankfein | Management | Yes | For | For |
1B Election of Director: M. Michele Burns | Management | Yes | For | For | ||||
1C Election of Director: Gary D. Cohn | Management | Yes | For | For | ||||
1D Election of Director: Claes Dahlback | Management | Yes | For | For | ||||
1E Election of Director: Stephen Friedman | Management | Yes | For | For | ||||
1F Election of Director: William W. George | Management | Yes | For | For | ||||
1G Election of Director: James A. Johnson | Management | Yes | For | For | ||||
1H Election of Director: Lakshmi N. Mittal | Management | Yes | For | For | ||||
1I Election of Director: James J. Schiro | Management | Yes | For | For | ||||
1J Election of Director: Debora L. Spar | Management | Yes | For | For | ||||
2 Advisory vote to approve executive compensation | Management | Yes | For | For | ||||
(say on pay). | ||||||||
3 Ratification of Pricewaterhousecoopers LLP as | Management | Yes | For | For | ||||
our independent registered public accounting | ||||||||
firm for 2012. | ||||||||
4 Shareholder proposal regarding cumulative voting. | Shareholder | Yes | Abstain | Against | ||||
5 Shareholder proposal regarding executive | Shareholder | Yes | Abstain | Against | ||||
compensation and long-term performance. | ||||||||
6 Shareholder proposal regarding report on | Shareholder | Yes | Abstain | Against | ||||
lobbying expenditures. | ||||||||
Aeropostale Inc. | ARO | 007865108 | June 13 2012 | 1 Director | Management | Yes | ||
1 Ronald R. Beegle | For | For | ||||||
2 Robert B. Chavez | For | For | ||||||
3 Michael J. Cunningham | For | For | ||||||
4 Evelyn Dilsaver | For | For | ||||||
5 Janet E. Grove | For | For | ||||||
6 John N. Haugh | For | For | ||||||
7 Karin Hirtler-Garvey | For | For | ||||||
8 John D. Howard | For | For | ||||||
9 Thomas P. Johnson | For | For | ||||||
10 Arthur Rubinfeld | For | For | ||||||
11 David B. Vermylen | For | For | ||||||
2 To hold an advisory vote on executive | Management | Yes | For | For | ||||
compensation. | ||||||||
3 To ratify the selection by the audit committee of | Management | Yes | For | For | ||||
the board of directors, of Deloitte & Touche LLP | ||||||||
as the company's independent registered public | ||||||||
accounting firm for the fiscal year ending | ||||||||
February 2, 2013. | ||||||||
Orchard Supply Hardware | OSH | 685691404 | June 21 2012 | 1 Director | Management | Yes | ||
Stores Corp. | 1 Mark R. Baker | For | For | |||||
2 Mark A. Bussard | For | For | ||||||
3 William C. Crowley | For | For | ||||||
4 Kevin R. Czinger | For | For | ||||||
5 Susan L. Healy | For | For | ||||||
6 Steven L. Mahurin | For | For | ||||||
7 Karen M. Rose | For | For | ||||||
8 Bryant W. Scott | For | For | ||||||
2 Proposal to ratify the selection of Deloitte & | Management | For | For | |||||
Touche LLP as the company's independent | ||||||||
registered public accounting firm for the fiscal | ||||||||
year ending February 2, 2013. | ||||||||
3 To vote on a non-binding advisory resolution | Management | Yes | For | For | ||||
regarding executive compensation. | ||||||||
4 To vote on how frequently a non-binding advisory | Management | Yes | 1 Year | Against | ||||
resolution regarding executive compensation will | ||||||||
be submitted to stockholders in the future. |
* * * * *
Chou Income Fund
Issuer Name | Exchange Ticker Symbol | CUSIP # | Shareholder Meeting Date | Proposal/Description of the Matter Voted | Proposed by Issurer/Shareholder | Did Fund Cast Vote on Matter (Y/N) | How Vote was Cast (For/Against Proposal or Abstain) | Fund Vote For/ Against Management |
Compton Petroleum Fin Corp | 204755AD4 | July 25 2011 | 01 A resolution of noteholders (the "noteholders' | Management | Yes | For | For | |
arrangement resolution"), the full text of which is set | ||||||||
out in appendix "A" to the accompanying circular, | ||||||||
approving among other things an arrangement | ||||||||
(the "arrangement") pursuant to section 192 of the | ||||||||
Canada business corporations act, which | ||||||||
arrangement is more particularly described in the | ||||||||
circular. | ||||||||
Catalyst Paper Corporation | 14888TAC8 | June 25 2012 | 01 Approval of the Second Amended Plan of | Management | Yes | For | For | |
Compromise and Arrangement, under which | ||||||||
Unsecured Creditors with Allowed Claims are | ||||||||
entitled to certain distributions in return for the | ||||||||
release of their claims against Catalyst. |
* * * * *
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.
CHOU AMERICA MUTUAL FUNDS
By: | /s/ Francis Chou | |
Francis S.M. Chou, President and Principal Executive Officer | ||
Date: | August 8 2012 |