UNITED STATES
SECURTITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-179
Central Securities Corporation
(Exact name of Registrant as specified in charter)
630 Fifth Avenue, Eighth Floor
New York, New York 10111
(Address of principal executive offices)
Registrant’s telephone number: 212-698-2020
Date of fiscal year end: December 31
Date of reporting period: July 1, 2019 - June 30, 2020
| Issuer: Microsoft Corporation | CUSIP: 594918104 |
Ticker: MSFT
Meeting Date: 12/4/19
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of William H. Gates III as a director of the company. | Management | FOR | FOR |
| 1B. Election of Reid G. Hoffman as a director of the company. | Management | FOR | FOR |
| 1C. Election of Hugh F. Johnston as a director of the company. | Management | FOR | FOR |
| 1D. Election of Teri L List-Stoll as a director of the company. | Management | FOR | FOR |
| 1E. Election of Satya Nadella as a director of the company. | Management | FOR | FOR |
| 1F. Election of Sandra E. Peterson as a director of the company. | Management | FOR | FOR |
| 1G. Election of Penny S. Pritzker as a director of the company. | Management | FOR | FOR |
| 1H. Election of Charles W. Scharf as a director of the company. | Management | FOR | FOR |
| 1I. Election of Arne M. Sorenson as a director of the company. | Management | FOR | FOR |
| 1J. Election of John W. Stanton as a director of the company. | Management | FOR | FOR |
| 1K. Election of John W. Thompson as a director of the company. | Management | FOR | FOR |
| 1L. Election of Emma Walmsley as a director of the company. | Management | FOR | FOR |
| 1M. Election of Padmasree Warrior as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2020. | Management | FOR | FOR |
| 4. Shareholder proposal regarding Report on Employee Representation on Board of Directors | Stockholder | Against | FOR |
| 5. Shareholder proposal regarding Report on Gender Pay Gap. | Stockholder | Against | FOR |
| Issuer: Medtronic plc | CUSIP: G5960L103 |
Ticker: MDT
Meeting Date: 12/6/19
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Richard H. Anderson as a director of the company. | Management | FOR | FOR |
| 1B. Election of Craig Arnold as a director of the company. | Management | FOR | FOR |
| 1C. Election of Scott C. Donnelly as a director of the company. | Management | FOR | FOR |
| 1D. Election of Andrea J. Goldsmith, Ph.D. as a director of the company. | Management | FOR | FOR |
| 1E. Election of Randall J. Hogan, III as a director of the company. | Management | FOR | FOR |
| 1F. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1G. Election of Michael O. Leavitt as a director of the company. | Management | FOR | FOR |
| 1H. Election of James T. Lenehan as a director of the company. | Management | FOR | FOR |
| 1I. Election of Geoffrey S. Martha as a director of the company. | Management | FOR | FOR |
| 1J. Election of Elizabeth Nabel, M.D. as a director of the company. | Management | FOR | FOR |
| 1K. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
| 1L. Election of Kendall J. Powell as a director of the company. | Management | FOR | FOR |
| 2. To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2020 and to authorize the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration. | Management | FOR | FOR |
| 3. To approve, in a non-binding advisory vote, named executive officer compensation (a “say-on-pay” vote). | Management | FOR | FOR |
| 4. To renew the Board’s authority to issue shares. | Management | FOR | FOR |
| 5. To renew the Board’s authority to opt out of pre-emption rights. | Management | FOR | FOR |
| 6. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares. | Management | FOR | FOR |
| Issuer: Ribbon Communications, Inc. | CUSIP: 762544104 |
Ticker: RBBN
Meeting Date: 1/27/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1. To approve the issuance of 32,500,000 shares of common stock on Ribbon in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2019, by and among Ribbon, Eclipse Communications Ltd., Ribbon Communications Israeli Ltd., ECI Telecom Group Ltd. And ECI Holding (Hungary) kft (the Share Issuance). | Management | FOR | FOR |
| 2. To approve one or more adjournments of the Ribbon Special Meeting, if appropriate, to solicit additional proxies if there are insufficient votes to approve the Share Issuance at the time of the Ribbon Special Meeting. | Management | FOR | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
Ticker: ADI
Meeting Date: 3/11/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of Ray Stata as a director of the company. | Management | FOR | FOR |
| 1b. Election of Vincent Roche as a director of the company. | Management | FOR | FOR |
| 1c. Election of James A. Champy as a director of the company. | Management | FOR | FOR |
| 1d. Election of Anantha P. Chandrakasan as a director of the company. | Management | FOR | FOR |
| 1e. Election of Bruce R. Evans as a director of the company. | Management | FOR | FOR |
| 1f. Election of Edward H. Frank as a director of the company. | Management | FOR | FOR |
| 1g. Election of Karen M. Golz as a director of the company. | Management | FOR | FOR |
| 1h. Election of Mark M. Little as a director of the company. | Management | FOR | FOR |
| 1i. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 1j. Election of Susie Wee as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Approval of the Analog Devices, Inc. 2020 Equity Incentive Plan. | Management | FOR | FOR |
| 4. Ratification of Ernst & Young LLP as independent public accounting firm for fiscal 2020. | Management | FOR | FOR |
| Issuer: Keysight Technologies, Inc. | CUSIP: 49338L103 |
Ticker: KEYS
Meeting Date: 3/19/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1.1. Election of Paul N. Clark as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Richard P. Hamada as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Paul A. Lacouture as a director of the company. | Management | FOR | FOR |
| 2. To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent public accounting firm. | Management | FOR | FOR |
| 3. To approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers. | Management | FOR | FOR |
| Issuer: The Bank of New York Mellon Corporation | CUSIP: 064058100 |
Ticker: BK
Meeting Date: 4/15/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Linda Z. Cook as a director of the company. | Management | FOR | FOR |
| 1B. Election of Joseph J. Echevarria as a director of the company. | Management | FOR | FOR |
| 1C. Election of Thomas P “Todd” Gibbons as a director of the company. | Management | FOR | FOR |
| 1D. Election of Jeffrey A. Goldstein as a director of the company. | Management | FOR | FOR |
| 1E. Election of Edmund F. “Ted” Kelly as a director of the company. | Management | FOR | FOR |
| 1F. Election of Jennifer B. Morgan as a director of the company. | Management | FOR | FOR |
| 1G. Election of Elizabeth E. Robinson as a director of the company. | Management | FOR | FOR |
| 1H. Election of Samuel C. Scott III as a director of the company. | Management | FOR | FOR |
| 1I. Election of Frederick O. Terrell as a director of the company. | Management | FOR | FOR |
| 1l. Election of Alfred “Al” W. Zollar as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve the 2019 compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of KPMG LLP as independent auditor for 2020. | Management | FOR | FOR |
| 4. Stockholder proposal regarding equity pay report. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding stockholder vote on bylaw and charter amendments | Stockholder | Against | FOR |
| Issuer: Citigroup Inc. | CUSIP: 172967424 |
Ticker: C
Meeting Date: 4/21/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Michael L. Corbat as a director of the company. | Management | FOR | FOR |
| 1B. Election of Ellen M. Costello as a director of the company. | Management | FOR | FOR |
| 1C. Election of Grace E. Dailey as a director of the company. | Management | FOR | FOR |
| | | | |
| 1D. Election of Barbara J. Desoer as a director of the company. | Management | FOR | FOR |
| 1E. Election of John C. Dugan as a director of the company. | Management | FOR | FOR |
| 1F. Election of Duncan P. Hennes as a director of the company. | Management | FOR | FOR |
| 1G. Election of Peter B. Henry as a director of the company. | Management | FOR | FOR |
| 1H. Election of S. Leslie Ireland as a director of the company. | Management | FOR | FOR |
| 1I. Election of Lew W. (Jay) Jacobs, IV as a director of the company. | Management | FOR | FOR |
| 1J. Election of Renee J. James as a director of the company. | Management | FOR | FOR |
| 1K. Election of Gary M. Reiner as a director of the company. | Management | FOR | FOR |
| 1L. Election of Diana L. Taylor as a director of the company. | Management | FOR | FOR |
| 1M. Election of James S. Turley as a director of the company. | Management | FOR | FOR |
| 1N. Election of Deborah C. Wright as a director of the company. | Management | FOR | FOR |
| 1O. Election of Alexander R. Wynaendts as a director of the company. | Management | FOR | FOR |
| 1P. Election of Ernesto Zedillo Ponce de Leon as a director of the company. | Management | FOR | FOR |
| 2. Proposal to ratify the selection of KPMG LLP as Citi’s independent registered public accounting firm for 2020. | Management | FOR | FOR |
| 3. Advisory vote to approve Citi’s 2019 executive compensation. | Management | FOR | FOR |
| 4. Approval of additional shares under the Citigroup 2019 Stock Incentive Plan. | Management | FOR | FOR |
| 5. Stockholder proposal requesting an amendment to Citi’s proxy access by-law provisions pertaining to the aggregation limit. | Stockholder | Against | FOR |
| 6. Shareholder proposal requesting that the Board review Citi’s governance documents and make recommendations to shareholders on how the “Purpose of a Corporation” signed by Citi’s CEO can be fully implemented. | Stockholder | Against | FOR |
| 7. Shareholder proposal requesting a report disclosing information regarding Citi’s lobbying policies and activities. | Stockholder | Against | FOR |
| Issuer: Tri Pointe Group, Inc. | CUSIP: 87265H109 |
Ticker: TPH
Meeting Date: 4/22/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1-1. Election of Douglas F. Bauer as a director of the company. | Management | FOR | FOR |
| 1-2. Election of Lawrence B. Burrows as a director of the company. | Management | FOR | FOR |
| 1-3. Election of Daniel S. Fulton as a director of the company. | Management | FOR | FOR |
| 1-4. Election of Steven J. Gilbert as a director of the company. | Management | FOR | FOR |
| 1-5. Election of Vicki D. McWilliams as a director of the company. | Management | FOR | FOR |
| 1-6. Election of Constance B. Moore as a director of the company. | Management | FOR | FOR |
| 2. Approval, on a non-binding, advisory basis, of the compensation of TRI Pointe Group, Inc’s named executive officers. | Management | FOR | FOR |
| 3. Advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of TRI Pointe Group, Inc.’s named executive officers | Management | 1 Year | 1 Year |
| 4. Ratification of the appointment of Ernst & Young LLP as TRI Pointe Group, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | FOR | FOR |
| Issuer: Johnson & Johnson | CUSIP: 478160104 |
Ticker: JNJ
Meeting Date: 4/23/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. | |
| 1a. Election of Mary C. Beckerle as a director of the company. | Management | FOR | FOR |
| 1b. Election of D. Scott Davis as a director of the company. | Management | FOR | FOR |
| 1c. Election of Ian E.L. Davis as a director of the company. | Management | FOR | FOR |
| 1d. Election of Jennifer A. Doudna as a director of the company. | Management | FOR | FOR |
| 1e. Election of Alex Gorsky as a director of the company. | Management | FOR | FOR |
| 1f. Election of Marilyn A. Hewson as a director of the company. | Management | FOR | FOR |
| 1g. Election of Hubert Joly as a director of the company. | Management | FOR | FOR |
| 1h. Election of Mark B. McClellan as a director of the company. | Management | FOR | FOR |
| 1i. Election of Anne M. Mulcahy as a director of the company. | Management | FOR | FOR |
| 1j. Election of Charles Prince as a director of the company. | Management | FOR | FOR |
| 1k. Election of A. Eugene Washington as a director of the company. | Management | FOR | FOR |
| 1l. Election of Mark A. Weinberger as a director of the company. | Management | FOR | FOR |
| 1m. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020. | Management | FOR | FOR |
| 4. Amendment to the Restated Certificate of Incorporation to Permit Removal of Directors without cause. | Management | FOR | FOR |
| 5. Stockholder proposal regarding independent board chair. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding a report on opioids-related risks. | Stockholder | Against | FOR |
| Issuer: Coherent, Inc. | CUSIP: 192479103 |
Ticker: COHR
Meeting Date: 4/27/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Jay T. Flatley as a director of the company. | Management | FOR | FOR |
| 1B. Election of Pamela Fletcher as a director of the company. | Management | FOR | FOR |
| 1C. Election of Andreas W. Mattes as a director of the company. | Management | FOR | FOR |
| 1D. Election of Beverly Kay Matthews as a director of the company. | Management | FOR | FOR |
| 1E. Election of Michael R. McMullen as a director of the company. | Management | FOR | FOR |
| 1F. Election of Garry W. Rogerson as a director of the company. | Management | FOR | FOR |
| 1G. Election of Steven Skaggs as a director of the company. | Management | FOR | FOR |
| 1H. Election of Sandeep Vij as a director of the company. | Management | FOR | FOR |
| 2. To approve the Coherent Equity Incentive Plan. | Management | FOR | FOR |
| 3. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending October 3, 2020. | Management | FOR | FOR |
| 4. To approve, on a non-binding advisory basis, named executive officer compensation. | Management | FOR | FOR |
| | | | |
| Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI
Meeting Date: 4/28/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1-01. Election of Bruce Bruckmann as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Carmine Falcone as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Robert W. Willmschen Jr. as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year 2020. | Management | FOR | FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2019, as disclosed in the Proxy Statement for the annual meeting. | Management | FOR | FOR |
| 4. To consider and transact such other business as may properly come before the meeting or any adjournments or postponements thereof. | Management | FOR | FOR |
| | | | |
| Issuer: Capital One Financial Corporation | CUSIP: 14040H105 |
Ticker: COF
Meeting Date: 4/30/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Richard D. Fairbank as a director of the company. | Management | FOR | FOR |
| 1B. Election of Aparna Chennapragada as a director of the company. | Management | FOR | FOR |
| 1C. Election of Ann Fritz Hackett as a director of the company. | Management | FOR | FOR |
| 1D. Election of Peter Thomas Killalea as a director of the company. | Management | FOR | FOR |
| 1E. Election of Cornelis “Eli” Leenaars as a director of the company. | Management | FOR | FOR |
| 1F. Election of Pierre E. Leroy as a director of the company. | Management | FOR | FOR |
| 1G. Election of Francois Locoh-Donou as a director of the company. | Management | FOR | FOR |
| 1H. Election of Peter E. Raskind as a director of the company. | Management | FOR | FOR |
| 1I. Election of Eileen Serra as a director of the company. | Management | FOR | FOR |
| 1J. Election of Mayo A. Shattuck III as a director of the company. | Management | FOR | FOR |
| 1K. Election of Bradford H. Warner as a director of the company. | Management | FOR | FOR |
| 1L. Election of Catherine G. West as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2020. | Management | FOR | FOR |
| 3. Advisory approval of Capital One’s 2019 Named Executive Officer compensation. | Management | FOR | FOR |
| 4. Approval of amendments to Capital One’s Restated Certificate of Incorporation to allow stockholder to act by written consent. | Management | FOR | FOR |
| 5. Stockholder proposal regarding an independent Board chairman, if properly presented at the meeting. | Stockholder | Against | FOR |
| | | | |
| Issuer: Berkshire Hathaway Inc. | CUSIP: 084670108 |
Ticker: BRK/A
Meeting Date: 5/2/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1-01. Election of Warren E. Buffett as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Charles T. Munger as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Gregory E. Abel as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Howard G. Buffett as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Ken Chenault as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Susan L. Decker as a director of the company. | Management | FOR | FOR |
| 1-08. Election of David S. Gottesman as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Charlotte Guyman as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Ajit Jain as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Thomas S. Murphy as a director of the company. | Management | FOR | FOR |
| 1-12. Election of Ronald L. Olson as a director of the company. | Management | FOR | FOR |
| 1-13. Election of Walter Scott, Jr. as a director of the company. | Management | FOR | FOR |
| 1-14. Election of Meryl B. Witmer as a director of the company. | Management | FOR | FOR |
| 2. Non-binding resolution to approve the compensation of the Company’s Named Executive Officers, as described in the 2020 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 | 3 Years |
| 4. Stockholder proposal regarding diversity. | Stockholder | Against | FOR |
| | | | |
| Issuer: American Express Corporation | CUSIP: 025816109 |
Ticker: AXP
Meeting Date: 5/5/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Charlene Barshefsky as a director of the company. | Management | FOR | FOR |
| 1B. Election of John J. Brennan as a director of the company. | Management | FOR | FOR |
| 1C. Election of Peter Chernin as a director of the company. | Management | FOR | FOR |
| 1D. Election of Ralph de la Vega as a director of the company. | Management | FOR | FOR |
| 1E. Election of Anne L. Lauvergeon as a director of the company. | Management | FOR | FOR |
| 1F. Election of Michael O. Leavitt as a director of the company. | Management | FOR | FOR |
| 1G. Election of Theodore J. Leonsis as a director of the company. | Management | FOR | FOR |
| 1H. Election of Karen L. Parkhill as a director of the company. | Management | FOR | FOR |
| 1I. Election of Lynn A. Pike as a director of the company. | Management | FOR | FOR |
| 1J. Election of Stephen J. Squeri as a director of the company. | Management | FOR | FOR |
| 1K. Election of Daniel L. Vasella as a director of the company. | Management | FOR | FOR |
| 1L. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 1M. Election of Christopher D. Young as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2020. | Management | FOR | FOR |
| 3. Approval, on an advisory basis, of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Approval of Amended and Restated Incentive Compensation Plan. | Management | FOR | FOR |
| 5. Shareholder proposal relating to action by written consent. | Stockholder | Against | FOR |
| 6. Shareholder proposal relating to gender/racial pay equity. | Stockholder | Against | FOR |
| | | | |
| Issuer: Cogent Communications Holdings, Inc. | CUSIP: 19239V302 |
Ticker: CCOI
Meeting Date: 5/6/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1a. Election of Dave Schaeffer as a director of the company. | Management | FOR | FOR |
| 1b. Election of D. Blake Bath as a director of the company. | Management | FOR | FOR |
| 1c. Election of Steven D. Brooks as a director of the company. | Management | FOR | FOR |
| 1d. Election of Lewis H. Ferguson, III as a director of the company. | Management | FOR | FOR |
| 1e. Election of Carolyn Katz as a director of the company. | Management | FOR | FOR |
| 1f. Election of Sheryl Kennedy as a director of the company. | Management | FOR | FOR |
| 1g. Election of Marc Montagner as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Ernst & Young, LLP as independent registered public accountants for the fiscal year ending December 31, 2020. | Management | FOR | FOR |
| 3. Non-binding advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| | | | |
| Issuer: Wynn Resorts, Limited | CUSIP: 983134107 |
Ticker: WYNN
Meeting Date: 6/25/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1a. Election of Richard Byrne as a director of the company. | Management | FOR | FOR |
| 1b. Election of Patricia Mulroy as a director of the company. | Management | FOR | FOR |
| 1c. Election of Clark T. Randt, Jr. as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2020. | Management | FOR | FOR |
| | | | |
| Issuer: The Progressive Corporation | CUSIP: 743315103 |
Ticker: PGR
Meeting Date: 5/8/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Philip Bleser as a director of the company. | Management | FOR | FOR |
| 1B. Election of Stuart B. Burgdoerfer as a director of the company. | Management | FOR | FOR |
| 1C. Election of Pamela J. Craig as a director of the company. | Management | FOR | FOR |
| 1D. Election of Charles A. Davis as a director of the company. | Management | FOR | FOR |
| 1E. Election of Roger N. Farah as a director of the company. | Management | FOR | FOR |
| 1F. Election of Lawton W. Fitt as a director of the company. | Management | FOR | FOR |
| 1G. Election of Susan Patricia Griffith as a director of the company. | Management | FOR | FOR |
| 1H. Election of Jeffrey D. Kelly as a director of the company. | Management | FOR | FOR |
| 1iI Election of Patrick H. Nettles, Ph.D. as a director of the company. | Management | FOR | FOR |
| 1J. Election of Barbara R. Snyder as a director of the company. | Management | FOR | FOR |
| 1K. Election of Jan E. Tighe as a director of the company. | Management | FOR | FOR |
| 1L. Election of Kahina Van Dyke as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve the executive compensation program. | Management | FOR | FOR |
| 3. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2020. | Management | FOR | FOR |
| | | | |
| Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
Ticker: MSI
Meeting Date: 5/11/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Gregory Q. Brown as a director of the company. | Management | FOR | FOR |
| 1B. Election of Kenneth D. Denman as a director of the company. | Management | FOR | FOR |
| 1C. Election of Egon P. Durban as a director of the company. | Management | FOR | FOR |
| 1D. Election of Clayton M. Jones as a director of the company. | Management | FOR | FOR |
| 1E. Election of Judy C. Lewent as a director of the company. | Management | FOR | FOR |
| 1F. Election of Gregory K. Mondre as a director of the company. | Management | FOR | FOR |
| 1G. Election of Anne R. Pramaggiore as a director of the company. | Management | FOR | FOR |
| 1H. Election of Joseph M. Tucci as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2020. | Management | FOR | FOR |
| 3. Advisory approval of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Stockholder proposal re: Political Spending Disclosure. | Stockholder | Against | FOR |
| | | | |
| Issuer: The Charles Schwab Corporation | CUSIP: 808513105 |
Ticker: SCHW
Meeting Date: 5/11/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of William S. Haraf as a director of the company. | Management | FOR | FOR |
| 1B. Election of Frank C. Herringer as a director of the company. | Management | FOR | FOR |
| 1C. Election of Roger O. Walther as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors. | Management | FOR | FOR |
| 3. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 4. Approve the 2013 Stock Incentive Plan as Amended and Restated. | Management | FOR | FOR |
| 5. Approve the Amended and Restated Bylaws to adopt a proxy access bylaw for director nominations by stockholders. | Management | FOR | FOR |
| 6. Stockholder proposal requesting annual disclosure of EEO-1 data. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting disclosure of lobbying policy, procedures and oversight, lobbying expenditures; and participation in organizations engaged in lobbying. | Stockholder | Against | FOR |
| | | | |
| Issuer: Rayonier Inc. | CUSIP: 754907103 |
Ticker: RYN
Meeting Date: 5/14/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of Richard D. Kincaid as a director of the company. | Management | FOR | FOR |
| 1B. Election of Keith E. Bass as a director of the company. | Management | FOR | FOR |
| 1C. Election of Dod A. Fraser as a director of the company. | Management | FOR | FOR |
| 1D. Election of Scott R. Jones as a director of the company. | Management | FOR | FOR |
| 1E. Election of Blanche L. Lincoln as a director of the company. | Management | FOR | FOR |
| 1F. Election of V. Larkin Martin as a director of the company. | Management | FOR | FOR |
| 1G. Election of Ann C. Nelson as a director of the company. | Management | FOR | FOR |
| 1H. Election of David L. Nunes as a director of the company. | Management | FOR | FOR |
| 1I. Election of Andrew G. Wiltshire as a director of the company. | Management | FOR | FOR |
| 2. Approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement. | Management | FOR | FOR |
| 3. Ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2020. | Management | FOR | FOR |
| | | | |
| Issuer: Intel Corporation | CUSIP: 458140100 |
Ticker: INTC
Meeting Date: 5/14/20
| Matter Voted On | Proposed
By | Fund
Vote | For/ Against
Mgt. |
| 1A. Election of James J. Goetz as a director of the company. | Management | FOR | FOR |
| 1B. Election of Alyssa Henry as a director of the company. | Management | FOR | FOR |
| 1C. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1D. Election of Risa Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1E. Election of Tsu-Jae King Liu as a director of the company. | Management | FOR | FOR |
| 1F. Election of Gregory D. Smith as a director of the company. | Management | FOR | FOR |
| 1G. Election of Robert (“Bob”) Swan as a director of the company. | Management | FOR | FOR |
| 1H. Election of Andrew M. Wilson as a director of the company. | Management | FOR | FOR |
| 1I. Election of Frank D. Yeary as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for 2020. | Management | FOR | FOR |
| 3. Advisory vote to approve compensation of listed officers. | Management | FOR | FOR |
| 4. Approval of amendment and restatement of the 2006 Equity Incentive Plan. | | | |
| 5. Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented at the meeting. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a report on the global median gender/racial pay gap, if properly presented at the meeting. | Stockholder | Against | FOR |
| | | | |
| Issuer: JPMorgan Chase & Co. | CUSIP: 46625H100 |
Ticker: JPM
Meeting Date: 5/19/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Linda B. Bammann as a director of the company. | Management | FOR | FOR |
| 1B. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1C. Election of Todd A. Combs as a director of the company. | Management | FOR | FOR |
| 1D. Election of James S. Crown as a director of the company. | Management | FOR | FOR |
| 1E. Election of James Dimon as a director of the company. | Management | FOR | FOR |
| 1F. Election of Timothy P. Flynn as a director of the company. | Management | FOR | FOR |
| 1G. Election of Mellody Hobson as a director of the company. | Management | FOR | FOR |
| 1H. Election of Michael A. Neal as a director of the company. | Management | FOR | FOR |
| 1I. Election of Lee R. Raymond as a director of the company. | Management | FOR | FOR |
| 1J. Election of Virginia M. Rometty as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of independent registered public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal re: Independent board chairman. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: Oil and gas company and project financing related to the Arctic and the Canadian oil sands. | Stockholder | Against | FOR |
| 6. Stockholder proposal re: Climate change risk reporting. | Stockholder | Against | FOR |
| 7. Stockholder proposal re: Amended shareholder written consent provisions. | Stockholder | Against | FOR |
| 8. Stockholder proposal re: Charitable contributions disclosure. | Stockholder | Against | FOR |
| 9. Stockholder proposal re: Gender/racial pay equity. | Stockholder | Against | FOR |
| Issuer: Amazon.com, Inc. | CUSIP: 023135106 |
Ticker: AMZN
Meeting Date: 5/27
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of Jeffrey P. Bezos as a director of the company. | Management | FOR | FOR |
| 1b. Election of Rosalind G. Brewer as a director of the company. | Management | FOR | FOR |
| 1c. Election of Jamie S. Gorelick as a director of the company. | Management | FOR | FOR |
| 1d. Election of Daniel P. Huttenlocher as a director of the company. | Management | FOR | FOR |
| 1e. Election of Judith A. McGrath as a director of the company. | Management | FOR | FOR |
| 1f. Election of Indra K. Nooyi as a director of the company. | Management | FOR | FOR |
| 1g. Election of Jonathan J. Rubinstein as a director of the company. | Management | FOR | FOR |
| 1h. Election of Thomas O. Ryder as a director of the company. | Management | FOR | FOR |
| 1i. Election of Patricia Q. Stonesifer as a director of the company. | Management | FOR | FOR |
| 1j. Election of Wendell P. Weeks as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as independent auditors. | Management | FOR | FOR |
| 3. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 4. Approval of amendment to restated certificate of incorporation to lower stock ownership threshold for shareholders to request a special meeting. | Management | FOR | FOR |
| 5. Stockholder proposal requesting a report on effects of food waste. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a report on customer use of certain technologies. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting a report on potential customer misuse of certain technologies. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting a report on efforts to restrict certain products. | Stockholder | Against | FOR |
| 9. Stockholder proposal requesting a mandatory independent chair policy. | Stockholder | Against | FOR |
| 10. Stockholder proposal requesting an alternative report on gender/racial pay. | Stockholder | Against | FOR |
| 11. Stockholder proposal requesting a report on certain community impacts. | Stockholder | Against | FOR |
| 12. Stockholder proposal requesting a report on viewpoint discrimination. | Stockholder | Against | FOR |
| 13. Stockholder proposal requesting a report on promotion data. | Stockholder | Against | FOR |
| 14. Stockholder proposal requesting an additional reduction in threshold calling for special meetings. | Stockholder | Against | FOR |
| 15. Stockholder proposal regarding a specific supply chain report format. | Stockholder | Against | FOR |
| 16. Stockholder proposal requesting additional reporting on lobbying. | Stockholder | Against | FOR |
| Issuer: Kinsale Capital Group | CUSIP: 49714P108 |
Ticker:
Meeting Date: 5/28/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1.1. Election of Michael P. Kehoe as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Steven J. Bensinger as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Anne C. Kroenberg as a director of the company. | Management | FOR | FOR |
| 1.4. Election of Robert Lippincott III as a director of the company. | Management | FOR | FOR |
| 1.5. Election of James J. Ritchie as a director of the company. | Management | FOR | FOR |
| 1.6. Election of Frederick L. Russell, Jr. as a director of the company. | Management | FOR | FOR |
| 1.7. Election of Gregory M. Share as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as independent auditor for fiscal year 2020. | Management | FOR | FOR |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
Ticker: MRK
Meeting Date: 5/26/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of Leslie A. Brun as a director of the company. | Management | FOR | FOR |
| 1b. Election of Thomas R. Cech as a director of the company. | Management | FOR | FOR |
| 1c. Election of Mary Ellen Coe as a director of the company. | Management | FOR | FOR |
| 1d. Election of Pamela J. Craig as a director of the company. | Management | FOR | FOR |
| 1e. Election of Kenneth C. Frazier as a director of the company. | Management | FOR | FOR |
| 1f. Election of Thomas H. Glocer as a director of the company. | Management | FOR | FOR |
| 1g. Election of Risa Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1h. Election of Paul B. Rothman as a director of the company. | Management | FOR | FOR |
| 1i. Election of Patricia F. Russo as a director of the company. | Management | FOR | FOR |
| 1j. Election of Christine E. Seidman as a director of the company. | Management | FOR | FOR |
| 1k. Election of Inge G. Thulin as a director of the company. | Management | FOR | FOR |
| 1l. Election of Kathy J. Warden as a director of the company. | Management | FOR | FOR |
| 1m. Election of Peter C. Wendell as a director of the company. | Management | FOR | FOR |
| 2. Non-binding advisory vote to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the appointment of the Company’s independent registered public accounting firm for 2020. | Management | FOR | FOR |
| 4. Stockholder proposal concerning shareholder right to act by written consent. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding allocation of corporate tax savings. | Stockholder | Against | FOR |
| Issuer: Ribbon Communications, Inc. | CUSIP: 762544104 |
Ticker: RBBN
Meeting Date: 6/2/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of R. Stewart Ewing, Jr. as a director of the company. | Management | FOR | FOR |
| 1b. Election of Bruns H. Grayson as a director of the company. | Management | FOR | FOR |
| 1c. Election of Beatriz V. Infante as a director of the company. | Management | FOR | FOR |
| 1d. Election of Richard J. Lynch as a director of the company. | Management | FOR | FOR |
| 1e. Election of Kent J. Mathy as a director of the company. | Management | FOR | FOR |
| 1f. Election of Bruce McClelland as a director of the company. | Management | FOR | FOR |
| 1g. Election of Krish A. Prabhu as a director of the company. | Management | FOR | FOR |
| 1h. Election of Scott E. Schubert as a director of the company. | Management | FOR | FOR |
| 1h. Election of Richard W. Smith as a director of the company. | Management | FOR | FOR |
| 2. To approve the Amended and Restated Ribbon Communications Inc. 2019 Incentive Award Plan. | Management | FOR | FOR |
| 3. To ratify the appointment of Deloitte & Touche LLP to serve as Ribbon Communications’ independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | FOR | FOR |
| 4. To approve, on a non-binding advisory basis, the compensation of Ribbon Communications’ named executive officers as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the Proxy Statement. | Management | FOR | FOR |
| Issuer: Hess Corporation | CUSIP: 42809H107 |
Ticker: HES
Meeting Date: 6/5/19
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of T.J. Checki as a director of the company. | Management | FOR | FOR |
| 1b. Election of L.S. Coleman, Jr. as a director of the company. | Management | FOR | FOR |
| 1c. Election of J. Duato as a director of the company. | Management | FOR | FOR |
| 1d. Election of J.B. Hess as a director of the company. | Management | FOR | FOR |
| 1e. Election of E.E. Holiday as a director of the company. | Management | FOR | FOR |
| 1f. Election of M.S. Lipschultz as a director of the company. | Management | FOR | FOR |
| 1g. Election of D. McManus as a director of the company. | Management | FOR | FOR |
| 1h. Election of K.O. Myers as a director of the company. | Management | FOR | FOR |
| 1i. Election of J.H. Quigley as a director of the company. | Management | FOR | FOR |
| 1j. Election of W.G. Schrader as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the selection of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2020. | Management | FOR | FOR |
| Issuer: Roper Technologies, Inc. | CUSIP: 776696106 |
Ticker: ROP
Meeting Date: 6/8/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of Shellye L. Archambeau as a director of the company. | Management | FOR | FOR |
| 1b. Election of Amy Woods Brinkley as a director of the company. | Management | FOR | FOR |
| 1c. Election of John F. Fort, III as a director of the company. | Management | FOR | FOR |
| 1d. Election of L. Neil Hunn as a director of the company. | Management | FOR | FOR |
| 1e. Election of Robert D. Johnson as a director of the company. | Management | FOR | FOR |
| 1f. Election of Robert E. Knowling, Jr. as a director of the company. | Management | FOR | FOR |
| 1g. Election of Wilbur J. Prezzano as a director of the company. | Management | FOR | FOR |
| 1h. Election of Laura G. Thatcher as a director of the company. | Management | FOR | FOR |
| 1i. Election of Richard F. Wallman as a director of the company. | Management | FOR | FOR |
| 1j. Election of Christopher Wright as a director of the company. | Management | FOR | FOR |
| 2. To consider, on a non-binding advisory basis, a resolution approving the compensation of named executive officers. | Management | FOR | FOR |
| 3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2020. | Management | FOR | FOR |
| 4. To approve an amendment to the Roper Technologies, Inc, director compensation plan. | Management | FOR | FOR |
| Issuer: Alphabet Inc. | CUSIP: 02079K305 |
Ticker: GOOGL
Meeting Date: 6/3/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1-01. Election of Larry Page as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Sergey Brin as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Sundar Pichai as a director of the company. | Management | FOR | FOR |
| 1-04. Election of John L. Hennessy as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Frances H. Arnold as a director of the company. | Management | FOR | FOR |
| 1-06. Election of L. John Doerr as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Roger W. Ferguson, Jr. as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Ann Mather as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Alan R. Mulally as a director of the company. | Management | FOR | FOR |
| 1-10. Election of K. Ram Shriram as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Robin L. Washington as a director of the company. | Management | FOR | FOR |
| 2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2020. | Management | FOR | FOR |
| 3. The amendment to Alphabet’s amended and restated 2012 Stock Plan to increase the share reserve by 8,500,000 shares of Class C capital stock. | Management | FOR | FOR |
| 4. Advisory vote to approve named executive officer compensation. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding a report on arbitration of employment-related claims, if properly presented at the meeting. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding the establishment of a human rights risk oversight committee, if properly presented at the meeting. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding non-binding vote on amendment of bylaws, if properly presented at the meeting. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding a report on sustainability metrics, if properly presented at the meeting. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding a report on takedown requests, if properly presented at the meeting. | Stockholder | Against | FOR |
| 11. Stockholder proposal regarding majority vote for election of directors, if properly presented at the meeting. | Stockholder | Against | FOR |
| 12. Stockholder proposal regarding a report on gender/racial pay equity, if properly presented at the meeting. | Stockholder | Against | FOR |
| 13. Stockholder proposal regarding the nomination of human rights and or civil rights expert to the board, if properly presented at the meeting. | Stockholder | Against | FOR |
| 14. Stockholder proposal regarding a report on whistleblower policies and practices, if properly presented at the meeting. | Stockholder | Against | FOR |
| Issuer: The Charles Schwab Corporation | CUSIP: 808513105 |
Ticker: SCHW
Meeting Date: 6/4/20
| Matter Voted On | Proposed
By | Fund
Vote | For/
Against
Mgt. |
| 1. Approve the issuance of Schwab common shares, consisting of common stock and nonvoting common stock, to holders of TD Ameritrade common stock in connection with the merger contemplated with TD Ameritrade. | Management | FOR | FOR |
| 2. Approve an amendment to the Schwab charter to increase the number of authorized shares of capital stock of Schwab by 300 million and create a new class of Schwab nonvoting common stock. | Management | FOR | FOR |
| 3. Approve a proposal that will give the Schwab board of directors authority to adjourn the Schwab special meeting from time to time if necessary to solicit additional proxies if there are not sufficient votes to approve Proposals 1 and 2 above at the time of the Schwab special meeting, or any adjournment or postponement of the Schwab special meeting. | 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) Central Securities Corporation
| By (Signature and Title) | /s/ Wilmot H. Kidd | |
| | Wilmot H. Kidd | |
| | Chief Executive Officer | |
Date: August 13, 2020
