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, 2020 - June 30, 2021
| Issuer: AON plc | CUSIP: G0403H108 |
| Ticker: AON | |
| Meeting Date: 8/26/20 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1. Approve the issuance of the aggregate scheme consideration pursuant to the Willis Towers Watson transaction. | Management | FOR | FOR |
| 2. Approve any motion by the chair of the Aon EGM to adjourn the AON EGM, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Aon EGM to approve proposal 1. | Management | FOR | FOR |
| Issuer: Cree, Inc. | CUSIP: 225447101 |
| Ticker: CREE | |
| Meeting Date: 10/26/20 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-01. Election of Glenda M. Dorchak as a director of the company. | Management | FOR | FOR |
| 1-02. Election of John C. Hodge as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Clyde R. Hosein as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Darren R. Jackson as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Duy-Loan T. Le as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Gregg A. Lowe as a director of the company. | Management | FOR | FOR |
| 1-07. Election of John B. Replogle as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Thomas H. Werner as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Anne C. Whitaker as a director of the company. | Management | FOR | FOR |
| 2. Approval of the 2020 Employee Stock Purchase Plan. | Management | FOR | FOR |
| 3. Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending June 27, 2021. | Management | FOR | FOR |
| 4. Advisory (nonbinding) vote to approve executive compensation. | Management | FOR | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
| Ticker: ADI | |
| Meeting Date: 10/8/20 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1. To approve the issuance of shares of common stock, par value $0.16 2/3 per share, of Analog Devices, Inc. ("Analog Devices") to the stockholders of Maxim Integrated Products, Inc. ("Maxim") in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time), by and among Analog Devices, Magneto Corp., a Delaware corporation and wholly-owned subsidiary of Analog Devices, and Maxim (the "Analog Devices share issuance proposal"). | Management | FOR | FOR |
| 2. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders. | Management | FOR | FOR |
| Issuer: Microsoft Corporation | CUSIP: 594918104 |
| Ticker: MSFT | |
| Meeting Date: 12/1/20 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Reid G. Hoffman as a director of the company. | Management | FOR | FOR |
| 1B. Election of Hugh F. Johnston as a director of the company. | Management | FOR | FOR |
| 1C. Election of Teri L List-Stoll as a director of the company. | Management | FOR | FOR |
| 1D. Election of Satya Nadella as a director of the company. | Management | FOR | FOR |
| 1E. Election of Sandra E. Peterson as a director of the company. | Management | FOR | FOR |
| 1F. Election of Penny S. Pritzker as a director of the company. | Management | FOR | FOR |
| 1G. Election of Charles W. Scharf as a director of the company. | Management | FOR | FOR |
| 1H. Election of Arne M. Sorenson as a director of the company. | Management | FOR | FOR |
| 1I. Election of John W. Stanton as a director of the company. | Management | FOR | FOR |
| 1J. Election of John W. Thompson as a director of the company. | Management | FOR | FOR |
| 1K. Election of Emma Walmsley as a director of the company. | Management | FOR | FOR |
| 1L. 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 2021. | Management | FOR | FOR |
| 4. Shareholder proposal regarding Report on Employee Representation on Board of Directors | Stockholder | Against | FOR |
| Issuer: Medtronic plc | CUSIP: G5960L103 |
| Ticker: MDT | |
| Meeting Date: 12/10/20 | |
| | |
| 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 Michael O. Leavitt as a director of the company. | Management | FOR | FOR |
| 1G. Election of James T. Lenehan as a director of the company. | Management | FOR | FOR |
| 1H. Election of Kevin E. Lofton 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 2021 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: Analog Devices, Inc. | CUSIP: 032654105 |
| Ticker: ADI | |
| Meeting Date: 3/10/21 | |
| | |
| 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 Laurie H. Glimcher as a director of the company. | Management | FOR | FOR |
| 1h. Election of Karen M. Golz as a director of the company. | Management | FOR | FOR |
| 1i. Election of Mark M. Little as a director of the company. | Management | FOR | FOR |
| 1j. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 1k. Election of 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. Ratification of Ernst & Young LLP as independent public accounting firm for fiscal 2021. | Management | FOR | FOR |
| Issuer: Keysight Technologies, Inc. | CUSIP: 49338L103 |
| Ticker: KEYS | |
| Meeting Date: 3/8/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1.1. Election of Ronald S. Nersesian as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Charles J. Dockendorff as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Robert A. Rango 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 |
| 4. To approve on a non-binding advisory basis, the frequency of the stockholder vote on the compensation of Keysight’s named executive officers. | 1 Year | FOR | FOR |
| Issuer: The Bank of New York Mellon Corporation | CUSIP: 064058100 |
| Ticker: BK | |
| Meeting Date: 4/12/21 | |
| | |
| 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 M. Amy Gilliland as a director of the company. | Management | FOR | FOR |
| 1E. Election of Jeffrey A. Goldstein as a director of the company. | Management | FOR | FOR |
| 1F. Election of K. Guru Gowrappan as a director of the company. | Management | FOR | FOR |
| 1G. Election of Ralph Izzo as a director of the company. | Management | FOR | FOR |
| 1H. Election of Edmund F. “Ted” Kelly as a director of the company. | Management | FOR | FOR |
| 1I. Election of Elizabeth E. Robinson as a director of the company. | Management | FOR | FOR |
| 1J. Election of Samuel C. Scott III as a director of the company. | Management | FOR | FOR |
| 1K. 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 2020 compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of KPMG LLP as independent auditor for 2021. | Management | FOR | FOR |
| 4. Stockholder proposal regarding stockholder requests for record date to initiate written consent. | Stockholder | Against | FOR |
| Issuer: Johnson & Johnson | CUSIP: 478160104 |
| Ticker: JNJ | |
| Meeting Date: 4/22/21 | |
| | |
| 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 Nadja Y. West as a director of the company. | Management | FOR | FOR |
| 1N. 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 2021. | Management | FOR | FOR |
| 4. Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding independent board chair. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding a civil rights audit. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding executive compensation bonus deferral. | Stockholder | Against | FOR |
| Issuer: Coherent, Inc. | CUSIP: 192479103 |
| Ticker: COHR | |
| Meeting Date: 5/6/21 | |
| | |
| 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 amended and restated Employee Stock Purchase 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 2, 2021. | 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: 5/3/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-01. Election of Fred Fehsenfeld, Jr. as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Jim Schymacher 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 2021. | Management | FOR | FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2020, 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: 5/5/21 | |
| | |
| 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 Ime Archibong 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 Francois Locoh-Donou as a director of the company. | Management | FOR | FOR |
| 1G. Election of Peter E. Raskind as a director of the company. | Management | FOR | FOR |
| 1H. Election of Eileen Serra as a director of the company. | Management | FOR | FOR |
| 1I. Election of Mayo A. Shattuck III as a director of the company. | Management | FOR | FOR |
| 1J. Election of Bradford H. Warner as a director of the company. | Management | FOR | FOR |
| 1K. Election of Catherine G. West as a director of the company. | Management | FOR | FOR |
| 1L. Election of Craig Anthony Williams as a director of the company. | Management | FOR | FOR |
| | | | |
| 2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2021. | Management | FOR | FOR |
| 3. Advisory approval of Capital One’s 2020 Named Executive Officer compensation. | Management | FOR | FOR |
| 4. Approval and adoption of the Capital One Financial Corporation Sixth Amended and Restated 2004 Stock Incentive Plan. | Management | FOR | FOR |
| Issuer: American Express Corporation | CUSIP: 025816109 |
| Ticker: AXP | |
| Meeting Date: 5/4/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Thomas J. Baltimore as a director of the company. | Management | FOR | FOR |
| 1B. Election of Charlene Barshefsky as a director of the company. | Management | FOR | FOR |
| 1C. Election of John J. Brennan as a director of the company. | Management | FOR | FOR |
| 1D. Election of Peter Chernin as a director of the company. | Management | FOR | FOR |
| 1E. Election of Ralph de la Vega 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 Charles E. Phillips as a director of the company. | Management | FOR | FOR |
| 1J. Election of Lynn A. Pike as a director of the company. | Management | FOR | FOR |
| 1K. Election of Stephen J. Squeri as a director of the company. | Management | FOR | FOR |
| 1L. Election of Daniel L. Vasella as a director of the company. | Management | FOR | FOR |
| 1M. Election of Lisa W. Wardell as a director of the company. | Management | FOR | FOR |
| 1N. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 1O. 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 2021. | Management | FOR | FOR |
| 3. Approval, on an advisory basis, of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Shareholder proposal relating to action by written consent. | Stockholder | Against | FOR |
| 5. Shareholder proposal relating to annual report on diversity | 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: 4/28/21 | |
| | |
| 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, 2021. | Management | FOR | FOR |
| 3. To approve an amendment and restatement of the Company’s 2017 Incentive Award Plan including an increase in the number of shares available for issuance thereunder by 1.2 million shares | Management | FOR | FOR |
| 4. Non-binding advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| Issuer: Wynn Resorts, Limited | CUSIP: 983134107 |
| Ticker: WYNN | |
| Meeting Date: 5/5/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1a. Election of Betsy S. Atkins as a director of the company. | Management | FOR | FOR |
| 1b. Election of Matthew O. Maddox as a director of the company. | Management | FOR | FOR |
| 1c. Election of Philip G. Satre as a director of the company. | Management | FOR | FOR |
| 1d. Election of Darnell O. Strom as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2021. | Management | FOR | FOR |
| 3. To approve, on a non-binding advisory basis, the compensation of named executive officers as described int the proxy statement. | Management | FOR | FOR |
| Issuer: The Progressive Corporation | CUSIP: 743315103 |
| Ticker: PGR | |
| Meeting Date: 5/6/21 | |
| | |
| 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 Devin C. Johnson as a director of the company. | Management | FOR | FOR |
| 1I. Election of Jeffrey D. Kelly 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 2021. | Management | FOR | FOR |
| Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
| Ticker: MSI | |
| Meeting Date: 5/17/21 | |
| | |
| 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 |
| 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 2021. | Management | FOR | FOR |
| 3. Advisory approval of the Company’s executive compensation. | Management | FOR | FOR |
| Issuer: The Charles Schwab Corporation | CUSIP: 808513105 |
| Ticker: SCHW | |
| Meeting Date: 5/12/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Walter W. Bettinger II as a director of the company. | Management | FOR | FOR |
| 1B. Election of Joan T. Dea as a director of the company. | Management | FOR | FOR |
| 1C. Election of Christopher V. Dodds as a director of the company. | Management | FOR | FOR |
| 1D. Election of Mark A. Goldfarb as a director of the company. | | | |
| 1E. Election of Bharat B. Masrani as a director of the company. | | | |
| 1F. Election of Charles A. Ruffel as a director of the company. | | | |
| 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. Stockholder proposal requesting disclosure of lobbying policy, procedures and oversight, lobbying expenditures, and participation in organizations engaged in lobbying. | Stockholder | Against | FOR |
| 5. Stockholder proposal requesting declassification of the board of directors to elect each director annually. | Stockholder | Against | FOR |
| Issuer: Rayonier Inc. | CUSIP: 754907103 |
| Ticker: RYN | |
| Meeting Date: 5/19/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Dod A. Fraser 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 Scott R. Jones as a director of the company. | Management | FOR | FOR |
| 1D. Election of V. Larkin Martin as a director of the company. | Management | FOR | FOR |
| 1E. Election of Meridee A. Moore as a director of the company. | Management | FOR | FOR |
| 1F. Election of Ann C. Nelson as a director of the company. | Management | FOR | FOR |
| 1G. Election of David L. Nunes as a director of the company. | Management | FOR | FOR |
| 1H. Election of Matthew J. Rivers 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 2021. | Management | FOR | FOR |
| Issuer: Intel Corporation | CUSIP: 458140100 |
| Ticker: INTC | |
| Meeting Date: 5/13/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1A. Election of Patrick P. Gelsinger as a director of the company. | Management | FOR | FOR |
| 1B. Election of James J. Goetz as a director of the company. | | | |
| 1C. Election of Alyssa Henry as a director of the company. | Management | FOR | FOR |
| 1D. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1E. Election of Risa Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1F. Election of Tsu-Jae King Liu as a director of the company. | Management | FOR | FOR |
| 1G. Election of Gregory D. Smith as a director of the company. | Management | FOR | FOR |
| 1H. Election of Dion J. Weisler 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 2021. | Management | FOR | FOR |
| 3. Advisory vote to approve compensation of listed officers. | Management | FOR | FOR |
| 4. Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented at the meeting. | Stockholder | Against | FOR |
| 5. Stockholder proposal requesting a report on the median pay gaps across race and gender, if properly presented at the meeting. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting. | Stockholder | Against | FOR |
| Issuer: JPMorgan Chase & Co. | CUSIP: 46625H100 |
| Ticker: JPM | |
| Meeting Date: 5/18/21 | |
| | |
| 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 Phoebe N. Navakovic 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. Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021. | Management | FOR | FOR |
| 4. Ratification of independent registered public accounting firm. | Management | FOR | FOR |
| 5. Stockholder proposal re: Shareholder written consent. | Stockholder | Against | FOR |
| 6. Stockholder proposal re: Racial equity audit and report. | Stockholder | Against | FOR |
| 7. Stockholder proposal re: Independent board chairman. | Stockholder | Against | FOR |
| 8. Stockholder proposal re: Expenditure congruency report. | Stockholder | Against | FOR |
| Issuer: Amazon.com, Inc. | CUSIP: 023135106 |
| Ticker: AMZN | |
| Meeting Date: 5/25/21 | |
| | |
| 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 Keith B. Alexander 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. Stockholder proposal requesting a report on customer due diligence. | Stockholder | Against | FOR |
| 5. Stockholder proposal requesting a mandatory independent board chair policy. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting additional reporting on gender/racial pay. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting a report on promotion data. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting a report on packaging materials. | Stockholder | Against | FOR |
| 9. Stockholder proposal requesting diversity and equity audit report. | Stockholder | Against | FOR |
| 10. Stockholder proposal requesting an alternative director candidate policy. | Stockholder | Against | FOR |
| 11. Stockholder proposal requesting a report on competition strategy and risk. | Stockholder | Against | FOR |
| 12. Stockholder proposal requesting an additional reduction in threshold for calling special shareholder meetings. | Stockholder | Against | FOR |
| 13. Stockholder proposal requesting additional reporting on lobbying. | Stockholder | Against | FOR |
| 14. Stockholder proposal requesting a report on customer use of certain technologies. | Stockholder | Against | FOR |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
| Ticker: MRK | |
| Meeting Date: 5/24/21 | |
| | |
| 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 Mary Ellen Coe 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 Kenneth C. Fraizer as a director of the company. | Management | FOR | FOR |
| 1E. Election of Thomas H. Glocer as a director of the company. | Management | FOR | FOR |
| 1F. Election of Risa Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1G. Election of Stephen L. Mayo 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 2021. | Management | FOR | FOR |
| 4. Stockholder proposal concerning shareholder right to act by written consent. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding access to COVID-19 products. | Stockholder | Against | FOR |
| Issuer: Hess Corporation | CUSIP: 42809H107 |
| Ticker: HES | |
| Meeting Date: 6/2/21 | |
| | |
| 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 K.F. Ovelmen as a director of the company. | Management | FOR | FOR |
| 1J. Election of J.H. Quigley as a director of the company. | Management | FOR | FOR |
| 1K. 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, 2021. | Management | FOR | FOR |
| 4. Approval of amendment no. 1 to the 2017 long term incentive plan. | 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. |
| 1.1. Election of Shellye L. Archambeau as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Amy Woods Brinkley as a director of the company. | Management | FOR | FOR |
| 1.3. Election of John F. Fort, III as a director of the company. | Management | FOR | FOR |
| 1.4. Election of L. Neil Hunn as a director of the company. | Management | FOR | FOR |
| 1.5. Election of Robert D. Johnson as a director of the company. | Management | FOR | FOR |
| 1.6. Election of Laura G. Thatcher as a director of the company. | Management | FOR | FOR |
| 1.7. Election of Richard F. Wallman as a director of the company. | Management | FOR | FOR |
| 1.8. Election of Christopher Wright as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve 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 2021. | Management | FOR | FOR |
| 4. Approval of the Roper Technologies, Inc. 2021 Incentive Plan. | Management | FOR | FOR |
| Issuer: Kennedy-Wilson Holdings, Inc. | CUSIP: 489398107 |
| Ticker: KW | |
| Meeting Date: 6/10/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1.1. Election of Richard Boucher as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Norman Creighton as a director of the company. | Management | FOR | FOR |
| 1.3. Election of William J. McMorrow as a director of the company. | Management | FOR | FOR |
| 1.4. Election of Kent Mouton as a director of the company. | Management | FOR | FOR |
| 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers. | Management | FOR | FOR |
| 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year. | Management | FOR | FOR |
| Issuer: Alphabet Inc. | CUSIP: 02079K305 |
| Ticker: GOOGL | |
| Meeting Date: 6/3/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-A. Election of Larry Page as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Sergey Brin as a director of the company. | Management | FOR | FOR |
| 1-C. Election of Sundar Pichai as a director of the company. | Management | FOR | FOR |
| 1-D. Election of John L. Hennessy as a director of the company. | Management | FOR | FOR |
| 1-E. Election of Frances H. Arnold as a director of the company. | Management | FOR | FOR |
| 1-F. Election of L. John Doerr as a director of the company. | Management | FOR | FOR |
| 1-G. Election of Roger W. Ferguson, Jr. as a director of the company. | Management | FOR | FOR |
| 1-H. Election of Ann Mather as a director of the company. | Management | FOR | FOR |
| 1-I. Election of Alan R. Mulally as a director of the company. | Management | FOR | FOR |
| 1-J. Election of K. Ram Shriram as a director of the company. | Management | FOR | FOR |
| 1-K. 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, 2021. | Management | FOR | FOR |
| 3. Approval of Alphabet’s 2021 stock plan. | Management | FOR | FOR |
| 4. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. | Stockholder | Against | FOR |
| 5. 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 |
| 6. Stockholder proposal regarding a report on sustainability metrics, if properly presented at the meeting. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding a report on takedown requests, if properly presented at the meeting. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding whistleblower policies and practices, if properly presented at the meeting. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding a report on charitable contributions, if properly presented at the meeting. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding a report on risks related to anticompetitive practices, if properly presented at the meeting. | Stockholder | Against | FOR |
| 11. Stockholder proposal regarding a transition to a public benefit corporation, 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 |
| Issuer: Facebook, Inc. | CUSIP: 30303M102 |
| Ticker: FB | |
| Meeting Date: 5/25/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-A. Election of Peggy Alford as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Marc L. Andreessen as a director of the company. | Management | FOR | FOR |
| 1-C. Election of Andrew W. Houston as a director of the company. | Management | FOR | FOR |
| 1-D. Election of Nancy Killefer as a director of the company. | Management | FOR | FOR |
| 1-E. Election of Robert M. Kimmitt as a director of the company. | Management | FOR | FOR |
| 1-F. Election of Sheryl K. Sandberg as a director of the company. | Management | FOR | FOR |
| 1-G. Election of Peter A. Thiel as a director of the company. | Management | FOR | FOR |
| 1-H. Election of Tracey T. Travis as a director of the company. | Management | FOR | FOR |
| 1-I. Election of Mark Zuckerberg as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Ernst & Young as Facebook, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | FOR | FOR |
| 3. To approve an amendment to the director compensation policy. | Management | FOR | FOR |
| 4. Stockholder proposal regarding dual class capital structure. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding an independent chair. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding child exploitation. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding human/civil rights expert on board. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding platform misuse. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding public benefit corporation. | Stockholder | Against | FOR |
| Issuer: AON PLC | CUSIP: G0403H108 |
| Ticker: AON | |
| Meeting Date: 6/2/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-A. Election of Lester B. Knight as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Gregory C. Case as a director of the company. | Management | FOR | FOR |
| 1-C. Election of Jin-Yong Cai as a director of the company. | Management | FOR | FOR |
| 1-D. Election of Jeffrey C. Campbell as a director of the company. | Management | FOR | FOR |
| 1-E. Election of Fulvio Conti as a director of the company. | Management | FOR | FOR |
| 1-F. Election of Cheryl A. Francis as a director of the company. | Management | FOR | FOR |
| 1-G. Election of J. Michael Losh as a director of the company. | Management | FOR | FOR |
| 1-H. Election of Richard B. Myers as a director of the company. | Management | FOR | FOR |
| 1-I. Election of Richard C. Notebaert as a director of the company. | Management | FOR | FOR |
| 1-J. Election of Carolyn Y. Woo as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve the compensation of the Company’s named executive officers. | Management | FOR | FOR |
| 3. Ratify the appointment LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | FOR | FOR |
| 4. Re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law. | Management | FOR | FOR |
| 5. Authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants, in its capacity as the Company’s statutory auditor under Irish law. | Management | FOR | FOR |
| 6. Amend Article 190 of the Company’s Articles of Association. | Management | FOR | FOR |
| 7. Authorize the Board to capitalize certain of the Company’s non-distributable reserves. | Management | FOR | FOR |
| 8. Approve the creation of distributable profits by the reduction and cancellation of the amounts capitalized pursuant to the authority given under Proposal 7. | Management | FOR | FOR |
| Issuer: Mercadolibre, Inc. | CUSIP: 58733R102 |
| Ticker: MELI | |
| Meeting Date: 6/8/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1-A. Election of Nicolas Galperin as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Henrique Dubugras as a director of the company. | Management | FOR | FOR |
| 2. To approve, on an advisory basis, the compensation of named executive officers for the year 2020. | Management | FOR | FOR |
| 3. Ratification of the appointment of Deloitte & Co. S.A. as independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | FOR | FOR |
| Issuer: Coherent, Inc. | CUSIP: 192479103 |
| Ticker: COHR | |
| Meeting Date: 6/24/21 | |
| | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1. To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc, II-VI Incorporated and Watson Merger Sub Inc. (the “merger agreement”). | Management | FOR | FOR |
| 2. To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent’s named executive officers in connection with the transactions contemplated by the merger agreement. | Management | FOR | FOR |
| 3. To adjourn Coherent’s special meeting of stockholders (the “Special Meeting”), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | FOR | FOR |
| Issuer: II-VI Incorporated | CUSIP: 902104108 |
| Ticker: IIVI | |
| Meeting Date: 6/24/21 | |
| Matter Voted On | Proposed By | Fund
Vote | For/
Against
Mgt. |
| 1. Proposal to approve the issuance of shares of II-VI Incorporated’s common stock, no par value, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 25, 2021, as may be amended from time to time, by and among II-VI Incorporated, a Pennsylvania corporation, Watson Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of II-VI Incorporated, and Coherent, Inc. a Delaware corporation, in the amounts necessary to complete the merger contemplated thereby. | Management | FOR | FOR |
| 2. Proposal to adjourn II-VI Incorporated’s special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of II-VI Incorporated’s special meeting to approve the share issuance proposal described above. | 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, 2021
