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, Suite 820
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, 2021 - June 30, 2022
Issuer: Wolfspeed, Inc. | CUSIP: 977852102 |
Ticker: WOLF | |
Meeting Date: 10/25/21 | |
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 Marvin A. Riley as a director of the company. | Management | FOR | FOR |
1-09. Election of Thomas H. Werner as a director of the company. | Management | FOR | FOR |
2. Approval of amendment to the bylaws to increase the size of the board of directors. | Management | FOR | FOR |
3. Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending June 26, 2022. | Management | FOR | FOR |
4. Advisory (nonbinding) vote to approve executive compensation. | Management | FOR | FOR |
Issuer: Microsoft Corporation | CUSIP: 594918104 |
Ticker: MSFT | |
Meeting Date: 11/30/21 | |
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 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 Carlos A. Rodriguez 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 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 N. 0Walmsley 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. Approve employee stock purchase plan. | Management | FOR | FOR |
4. Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2022. | Management | FOR | FOR |
5. Shareholder proposal - Report on median pay gaps across race and gender | Stockholder | Against | FOR |
6. Shareholder proposal - Report on effectiveness of workplace sexual harassment policies. | Stockholder | Against | FOR |
7. Shareholder proposal - Prohibition on sales of facial recognition technology to all government entities. | Stockholder | Against | FOR |
8. Shareholder proposal - Report on implementation on the Fair Chance Business Pledge. | Stockholder | Against | FOR |
9. Shareholder proposal – Report on how lobbying activities align with Company policies. | Stockholder | Against | FOR |
Issuer: Medtronic plc | CUSIP: G5960L103 |
Ticker: MDT | |
Meeting Date: 12/9/21 | |
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 Kevin E. Lofton as a director of the company. | Management | FOR | FOR |
1G. Election of Geoffrey S. Martha as a director of the company. | Management | FOR | FOR |
1H. Election of Elizabeth Nabel, M.D. as a director of the company. | Management | FOR | FOR |
1I. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
1J. 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 the Company’s independent auditor for fiscal year 2022 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration. | Management | FOR | FOR |
3. Approving, on an advisory basis, the Company’s executive compensation. | Management | FOR | FOR |
4. Approving, on an advisory basis, the frequency of Say-on-Pay votes. | Management | FOR | FOR |
5. Approving the new 2021 Medtronic plc Long Term Incentive Plan. | Management | FOR | FOR |
6. Renewing the Board of Directors’ authority to issue shares under Irish Law. | Management | FOR | FOR |
7. Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law. | Management | FOR | FOR |
8. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares. | Management | FOR | FOR |
Issuer: II-VI Incorporated | CUSIP: 902104108 |
Ticker: IIVI | |
Meeting Date: 11/17/21 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Howard H. Xia. | Management | FOR | FOR |
1B. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Vincent D. Mattera, Jr. | Management | FOR | FOR |
1C. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Michael L. Dreyer. | Management | FOR | FOR |
1D. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Stephen Pagliuca. | Management | FOR | FOR |
2. Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2021. | Management | FOR | FOR |
3. Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. | Management | FOR | FOR |
Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
Ticker: ADI | |
Meeting Date: 3/9/22 | |
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 Tunc Doluca as a director of the company. | Management | FOR | FOR |
1f. Election of Bruce R. Evans as a director of the company. | Management | FOR | FOR |
1g. Election of Edward H. Frank as a director of the company. | Management | FOR | FOR |
1h. Election of Laurie H. Glimcher as a director of the company. | Management | FOR | FOR |
1i. Election of Karen M. Golz as a director of the company. | Management | FOR | FOR |
1j. Election of Mercedes Johnson as a director of the company. | Management | FOR | FOR |
1k. 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. Approval of the Analog Devices, Inc 2022 Employee Stock Purchase Plan. | Management | FOR | FOR |
4. Ratification of Ernst & Young LLP as independent public accounting firm for fiscal 2022. | Management | FOR | FOR |
Issuer: Keysight Technologies, Inc. | CUSIP: 49338L103 |
Ticker: KEYS | |
Meeting Date: 3/17/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of James G. Cullen as a director of the company. | Management | FOR | FOR |
1B. Election of Michelle J. Holthaus as a director of the company. | Management | FOR | FOR |
1C. Election of Jean M. Nye as a director of the company. | Management | FOR | FOR |
1D. Election of Joanne B. Olsen 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 an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.. | Management | FOR | FOR |
Issuer: Johnson & Johnson | CUSIP: 478160104 |
Ticker: JNJ | |
Meeting Date: 4/28/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of Darius Adamczyk as a director of the company. | Management | FOR | FOR |
1B. Election of Mary C. Beckerle as a director of the company. | Management | FOR | FOR |
1C. Election of D. Scott Davis as a director of the company. | Management | FOR | FOR |
1D. Election of Ian E.L. Davis as a director of the company. | Management | FOR | FOR |
1E. Election of Jennifer A. Doudna as a director of the company. | Management | FOR | FOR |
1F. Election of Joaquin Duato as a director of the company. | Management | FOR | FOR |
1G. Election of Alex Gorsky as a director of the company. | Management | FOR | FOR |
1H. Election of Marilyn A. Hewson as a director of the company. | Management | FOR | FOR |
1I. Election of Hubert Joly as a director of the company. | Management | FOR | FOR |
1J. Election of Mark B. McClellan as a director of the company. | Management | FOR | FOR |
1K. Election of Anne M. Mulcahy as a director of the company. | Management | FOR | FOR |
1L. Election of A. Eugene Washington as a director of the company. | Management | FOR | FOR |
1M. Election of Mark A. Weinberger as a director of the company. | Management | FOR | FOR |
1N. Election of Nadja Y. West as a director of the company. | Management | FOR | FOR |
2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
3. Approval of the Company’s 2022 long-Term Incentive Plan. | Management | FOR | FOR |
4. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022. | Management | FOR | FOR |
5. Stockholder proposal regarding Federal securities laws mandatory arbitration bylaw. | Stockholder | Against | FOR |
6. Stockholder proposal regarding civil rights, equity, diversity a& inclusion audit proposal.. | Stockholder | Against | FOR |
7. Stockholder proposal regarding a third party justice audit. | Stockholder | Against | FOR |
8. Stockholder proposal regarding a report on government financial support and access to COVID-19 vaccines and therapeutics. | Stockholder | Against | FOR |
9. Stockholder proposal regarding report on public health costs of protecting vaccine technology. | Stockholder | Against | FOR |
10. Stockholder proposal regarding the discontinuance of global sales of baby powder containing talc. | Stockholder | Against | FOR |
11. Stockholder proposal regarding a request for charitable donations disclosure. | Stockholder | Against | FOR |
12. Stockholder proposal regarding a third party review and report on lobbying activities alignment with position on universal health coverage. | Stockholder | Against | FOR |
13. Stockholder proposal regarding the adoption of a policy to include legal and compliance costs in incentive compensation metrics. | Stockholder | Against | FOR |
14. Stockholder proposal regarding CEO compensation to weigh workforce pay and ownership. | Stockholder | Against | FOR |
Issuer: Heritage-Crystal Clean, Inc. | CUSIP: 42726M106 |
Ticker: HCCI | |
Meeting Date: 5/4/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1-01. Election of Brian Recatto as a director of the company. | Management | FOR | FOR |
1-02. Election of Charles E. Schalliol 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 2022. | Management | FOR | FOR |
3. Advisory vote to approve the named executive officer compensation for fiscal 2021, as disclosed in the Proxy Statement for the annual meeting. | Management | FOR | FOR |
Issuer: Capital One Financial Corporation | CUSIP: 14040H105 |
Ticker: COF | |
Meeting Date: 5/5/22 | |
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 Christine Detrick as a director of the company. | Management | FOR | FOR |
1D. Election of Ann Fritz Hackett as a director of the company. | Management | FOR | FOR |
1E. Election of Peter Thomas Killalea as a director of the company. | Management | FOR | FOR |
1F. Election of Cornelis “Eli” Leenaars 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 |
1M. Election of Craig Anthony Williams as a director of the company. | Management | FOR | FOR |
2. Advisory approval of Capital One’s 2021 Named Executive Officer compensation. | Management | FOR | FOR |
3. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One Financial Corporation for 2022. | Management | FOR | FOR |
Issuer: American Express Corporation | CUSIP: 025816109 |
Ticker: AXP | |
Meeting Date: 5/3/22 | |
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 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 2022. | Management | FOR | FOR |
3. Approval, on an advisory basis, of the Company’s executive compensation. | Management | FOR | FOR |
4. Shareholder proposal relating to Independent Board Chairman. | 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: 5/4/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1.1 Election of Dave Schaeffer as a director of the company. | Management | FOR | FOR |
1.2 Election of D. Blake Bath as a director of the company. | Management | FOR | FOR |
1.3 Election of Steven D. Brooks as a director of the company. | Management | FOR | FOR |
1.4 Election of Paul de Sa as a director of the company. | Management | FOR | FOR |
1.5 Election of Lewis H. Ferguson, III as a director of the company. | Management | FOR | FOR |
1.6 Election of Sheryl Kennedy as a director of the company. | Management | FOR | FOR |
1.7 Election of Marc Montagner as a director of the company. | Management | FOR | FOR |
2. To approve the amended and restated bylaws of the Company for the sole purpose of amending Section 12 of the bylaws to increase the size of the Board of Directors to nine (9) directors. | Management | FOR | FOR |
3. To vote on the ratification of the appointment by the Audit Committee of Ernst & Young LLP as the independent registered public accountants for the Company for the fiscal year ending December 31, 2022. | Management | FOR | FOR |
4. Non-binding advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
Issuer: MKS Instruments, Inc. | CUSIP: 55306N104 |
Ticker: MKSI | |
Meeting Date: 5/10/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of John T.C. Lee as a director of the company. | Management | FOR | FOR |
1B. Election of Jacqueline F. Moloney as a director of the company. | Management | FOR | FOR |
1C. Election of Michelle M. Warner as a director of the company. | Management | FOR | FOR |
2. Approval of the 2022 Stock Incentive Plan. | Management | FOR | FOR |
3. The approval, on an advisory basis, of executive compensation. | Management | FOR | FOR |
4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2022. | Management | FOR | FOR |
Issuer: Aercap Holdings N.V. | CUSIP: N00985106 |
Ticker: AER | |
Meeting Date: 5/12/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
3. Adoption of the annual accounts for the 2021 financial year. | Management | FOR | FOR |
5. Release of liability of the directors with respect to their management during the 2021 financial year. | Management | FOR | FOR |
6A. Appointment of Mr. Jean Raby as non-executive director for a period of four years. | Management | FOR | FOR |
6B. Appointment of Mr. Julian Branch as non-executive director for a period of four years. | Management | FOR | FOR |
6C. Appointment of Mr. Stacey Cartwright as non-executive director for a period of four years. | Management | FOR | FOR |
6D. Appointment of Ms. Rita Forst as non-executive director for a period of four years. | Management | FOR | FOR |
6E. Appointment of Mr. Richard Gradon as non-executive director for a period of four years. | Management | FOR | FOR |
6F. Appointment of Mr. Robert Warden as non-executive director for a period of four years. | Management | FOR | FOR |
7. Appointment of Mr. Peter L. Juhas as the person referred to in article 16, paragraph 8 of the Company’s articles of association. | | | |
8. Appointment of KPMG Accountants N.V. for the audit of the Company’s annual accounts. | Management | FOR | FOR |
9A. Authorization of the Board of Directors to issue shares and to grant rights to subscribe for shares. | Management | FOR | FOR |
9B. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 9(a) | Management | FOR | FOR |
9C. Authorization of the Board of Directors to issue additional shares and to grant additional rights to subscribe for shares. | Management | FOR | FOR |
9D. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 9(c). | Management | FOR | FOR |
10A. Authorization of the Board of Directors to repurchase shares. | Management | FOR | FOR |
10B. Conditional authorization of the Board of Directors to repurchase shares. | Management | FOR | FOR |
11. Reduction of capital through cancellation of shares. | Management | FOR | FOR |
Issuer: The Progressive Corporation | CUSIP: 743315103 |
Ticker: PGR | |
Meeting Date: 5/13/22 | |
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. Approve The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan. | Management | FOR | FOR |
3. Advisory vote to approve the executive compensation program. | Management | FOR | FOR |
4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2022. | Management | FOR | FOR |
Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
Ticker: MSI | |
Meeting Date: 5/17/22 | |
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 Ayanna M. Howard as a director of the company. | Management | FOR | FOR |
1E. Election of Clayton M. Jones as a director of the company. | Management | FOR | FOR |
1F. Election of Judy C. Lewent as a director of the company. | Management | FOR | FOR |
1G. 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 2022. | Management | FOR | FOR |
3. Advisory approval of the Company’s executive compensation. | Management | FOR | FOR |
4. Approval of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015. | Management | FOR | FOR |
Issuer: The Charles Schwab Corporation | CUSIP: 808513105 |
Ticker: SCHW | |
Meeting Date: 5/17/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of John K. Adams, Jr. as a director of the company. | Management | FOR | FOR |
1B. Election of Stephen A. Ellis as a director of the company. | Management | FOR | FOR |
1C. Election of Brian M. Levitt as a director of the company. | Management | FOR | FOR |
1D. Election of Arun Sarin as a director of the company. | | | |
1E. Election of Charles R. Schwab as a director of the company. | | | |
1F. Election of Paula A. Sneed as a director of the company. | | | |
2. Approval of amendments to Certificate of Incorporation and Bylaws to declassify the board of directors. | Management | FOR | FOR |
3. Ratification of the selection of Deloitte & Touche LLP as independent auditors. | Management | FOR | FOR |
4. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
5. Approval of the 2022 Stock Incentive Plan. | Management | FOR | FOR |
6. Approval of the board’s proposal to amend Bylaws to adopt proxy access. | Management | FOR | FOR |
7. Stockholder proposal requesting to Bylaws to adopt proxy access. | Stockholder | Against | FOR |
8. 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: 5/19/22 | |
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 2022. | Management | FOR | FOR |
Issuer: Intel Corporation | CUSIP: 458140100 |
Ticker: INTC | |
Meeting Date: 5/12/22 | |
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 Andrea J. Goldsmith as a director of the company. | Management | FOR | FOR |
1D. Election of Alyssa H. Henry as a director of the company. | Management | FOR | FOR |
1E. Election of Omar Ishrak 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 Tsu-Jae King Liu as a director of the company. | Management | FOR | FOR |
1H. Election of Gregory D. Smith as a director of the company. | Management | FOR | FOR |
1I. Election of Dion J. Weisler as a director of the company. | Management | FOR | FOR |
1J. 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 2022. | Management | FOR | FOR |
3. Advisory vote to approve executive compensation of listed officers. | Management | FOR | FOR |
4. Approval of amendment and restatement of the 2006 Equity Incentive Plan | Management | FOR | FOR |
5. Stockholder proposal requesting amendment to the company’s stockholder special meeting right, if properly presented at the meeting. | Stockholder | Against | FOR |
6. Stockholder proposal requesting a third-party audit and 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: 5/17/22 | |
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. Novakovic 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: fossil fuel financing. | Stockholder | Against | FOR |
5. Stockholder proposal re: special shareholder meeting improvement. | Stockholder | Against | FOR |
6. Stockholder proposal re: independent board chairman. | Stockholder | Against | FOR |
7. Stockholder proposal re: board diversity resolution. | Stockholder | Against | FOR |
8. Stockholder proposal re: conversion to a public benefit corporation.. | Stockholder | Against | FOR |
9. Stockholder proposal re: report on setting absolute contraction targets. | Stockholder | Against | FOR |
Issuer: Amazon.com, Inc. | CUSIP: 023135106 |
Ticker: AMZN | |
Meeting Date: 5/25/22 | |
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 Andrew R. Jassy as a director of the company. | Management | FOR | FOR |
1c. Election of Keith B. Alexander as a director of the company. | Management | FOR | FOR |
1d. Election of Edith W. Cooper as a director of the company. | Management | FOR | FOR |
1e. Election of Jamie S. Gorelick as a director of the company. | Management | FOR | FOR |
1f. Election of Daniel P. Huttenlocher as a director of the company. | Management | FOR | FOR |
1g. Election of Judith A. McGrath as a director of the company. | Management | FOR | FOR |
1h. Election of Indra K. Nooyi as a director of the company. | Management | FOR | FOR |
1i. Election of Jonathan J. Rubinstein as a director of the company. | Management | FOR | FOR |
1j. Election of Patricia Q. Stonesifer as a director of the company. | Management | FOR | FOR |
1k. 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 an amendment to the Company’s restated certificate of incorporation to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock. | Management | FOR | FOR |
5. Stockholder proposal requesting a report on retirement plan options. | Stockholder | Against | FOR |
6. Stockholder proposal requesting a report on customer due diligence. | Stockholder | Against | FOR |
7. Stockholder proposal requesting an alternative director candidate policy. | Stockholder | Against | FOR |
8. Stockholder proposal requesting a report on packaging materials. | Stockholder | Against | FOR |
9. Stockholder proposal requesting a report worker health and safety differences. | Stockholder | Against | FOR |
10. Stockholder proposal requesting additional reporting on risks associated with the use of certain contract clauses. | Stockholder | Against | FOR |
11. Stockholder proposal requesting a report on charitable contributions. | Stockholder | Against | FOR |
12. Stockholder proposal requesting alternative tax reporting. | Stockholder | Against | FOR |
13. Stockholder proposal requesting additional reporting on freedom of association. | Stockholder | Against | FOR |
14. Stockholder proposal requesting additional reporting on lobbying. | Stockholder | Against | FOR |
15. Stockholder proposal requesting a policy requiring more director candidates than board seats. | Stockholder | Against | FOR |
16. Stockholder proposal requesting a report on warehouse working conditions. | Stockholder | Against | FOR |
17. Stockholder proposal requesting additional reporting on gender/racial pay. | Stockholder | Against | FOR |
18. Stockholder proposal requesting a diversity and equity audit. | Stockholder | Against | FOR |
19. Stockholder proposal requesting a report on customer use of certain technologies. | Stockholder | Against | FOR |
Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
Ticker: MRK | |
Meeting Date: 5/24/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1A. Election of Douglas M. Baker, Jr. 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 Robert M. Davis as a director of the company. | Management | FOR | FOR |
1E. Election of Kenneth C. Fraizer 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, M.D. as a director of the company. | Management | FOR | FOR |
1H. Election of Stephen L. Mayo, M.D. as a director of the company. | Management | FOR | FOR |
1I. Election of Paul B. Rothman, M.D. as a director of the company. | Management | FOR | FOR |
1J. Election of Patricia F. Russo as a director of the company. | Management | FOR | FOR |
1K. Election of Christine E. Seidman, M.D. as a director of the company. | Management | FOR | FOR |
1L. Election of Inge G. Thulin as a director of the company. | Management | FOR | FOR |
1M. Election of Kathy J. Warden as a director of the company. | Management | FOR | FOR |
1N. 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 2022. | Management | FOR | FOR |
4. Stockholder proposal concerning independent board chairman. | Stockholder | Against | FOR |
5. Stockholder proposal regarding access to COVID-19 products. | Stockholder | Against | FOR |
6. Stockholder proposal regarding lobbying expenditure disclosure. | Stockholder | Against | FOR |
Issuer: Hess Corporation | CUSIP: 42809H107 |
Ticker: HES | |
Meeting Date: 5/25/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1a. Election of Director T.J. Checki to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1b. Election of Director L.S. Coleman, Jr. to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1c. Election of Director L. Glatch to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1d. Election of Director J.B. Hess to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1e. Election of Director E.E. Holiday to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1f. Election of Director M.S. Lipschultz to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1g. Election of Director R.J. McGuire to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1h. Election of Director D. McManus to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1i. Election of Director K.O. Myers to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1j. Election of Director K.F. Ovelmen to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1k. Election of Director J.H. Quigley to serve for a one-year term expiring in 2023. | Management | FOR | FOR |
1l. Election of Director W.G. Schrader to serve for a one-year term expiring in 2023. | 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 |
Issuer: Roper Technologies, Inc. | CUSIP: 776696106 |
Ticker: ROP | |
Meeting Date: 6/15/22 | |
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 Irene M. Estevees 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 Thomas P. Joyce, Jr. as a director of the company. | Management | FOR | FOR |
1.7. Election of Laura G. Thatcher as a director of the company. | Management | FOR | FOR |
1.8. Election of Richard F. Wallman as a director of the company. | Management | FOR | FOR |
1.9. 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 2022. | Management | FOR | FOR |
Issuer: Kennedy-Wilson Holdings, Inc. | CUSIP: 489398107 |
Ticker: KW | |
Meeting Date: 6/9/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1.1. Election of Trevor Bowen as a director of the company. | Management | FOR | FOR |
1.2. Election of Cathy Hendrickson as a director of the company. | Management | FOR | FOR |
1.3. Election of Stanley R. Zax as a director of the company. | Management | FOR | FOR |
2. To approve an amendment to the Company’s Second Amendment and Restated 2009 Equity Participation Plan to, among other things, increase the number of shares of the Company’s common stock that may be issued thereunder by an additional 3,000,000 shares. | Management | FOR | FOR |
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. | Management | FOR | FOR |
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. | Management | FOR | FOR |
Issuer: Alphabet Inc. | CUSIP: 02079K305 |
Ticker: GOOGL | |
Meeting Date: 6/1/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1a. Election of Larry Page as a director of the company. | Management | FOR | FOR |
1b. Election of Sergey Brin as a director of the company. | Management | FOR | FOR |
1c. Election of Sundar Pichai as a director of the company. | Management | FOR | FOR |
1d. Election of John L. Hennessy as a director of the company. | Management | FOR | FOR |
1e. Election of Frances H. Arnold as a director of the company. | Management | FOR | FOR |
1f. Election of L. John Doerr as a director of the company. | Management | FOR | FOR |
1g. Election of Roger W. Ferguson, Jr. as a director of the company. | Management | FOR | FOR |
1h. Election of Ann Mather as a director of the company. | Management | FOR | FOR |
1i. Election of K. Ram Shriram as a director of the company. | Management | FOR | FOR |
1j. 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, 2022. | Management | FOR | FOR |
3. The Amendment of Alphabet’s 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock. | Management | FOR | FOR |
4. The amendment of Alphabet’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares. | Management | FOR | FOR |
5. Stockholder proposal regarding a lobbying report, if properly presented at the meeting. | Stockholder | Against | FOR |
6. Stockholder proposal regarding a climate lobbying report, if properly presented at the meeting. | Stockholder | Against | FOR |
7. Stockholder proposal regarding a report on physical risks of climate change, if properly presented at the meeting. | Stockholder | Against | FOR |
8. Stockholder proposal regarding a report on water management risks, if properly presented at the meeting. | Stockholder | Against | FOR |
9. Stockholder proposal regarding a racial equity audit, if properly presented at the meeting. | Stockholder | Against | FOR |
10. Stockholder proposal regarding a report on concealment clauses, if properly presented at the meeting. | Stockholder | Against | FOR |
11. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. | Stockholder | Against | FOR |
12. Stockholder proposal regarding a report on government takedown requests, if properly presented at the meeting. | Stockholder | Against | FOR |
13. Stockholder proposal regarding a human rights assessment of data center siting, if properly presented at the meeting. | Stockholder | Against | FOR |
14. Stockholder proposal regarding a report on data collection, privacy, and security, if properly presented at the meeting. | Stockholder | Against | FOR |
15. Stockholder proposal regarding algorithm disclosures, if properly presented at the meeting. | Stockholder | Against | FOR |
16. Stockholder proposal regarding misinformation and disinformation, if properly presented at the meeting. | Stockholder | Against | FOR |
17. Stockholder proposal regarding a report on external costs of disinformation, if properly presented at the meeting. | Stockholder | Against | FOR |
18. Stockholder proposal regarding a report on board diversity, if properly presented at the meeting. | Stockholder | Against | FOR |
19. Stockholder proposal regarding the establishment of an environmental sustainability board committee if properly presented at the meeting. | Stockholder | Against | FOR |
20. Stockholder proposal regarding a policy on non-management employee representative director, if properly presented at the meeting. | Stockholder | Against | FOR |
21. Stockholder proposal regarding a report on policies regarding military and militarized policing agencies, if properly presented at the meeting. | Stockholder | Against | FOR |
Issuer: Meta Platforms, Inc. | CUSIP: 30303M102 |
Ticker: FB | |
Meeting Date: 5/25/22 | |
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 Tracey T. Travis as a director of the company. | Management | FOR | FOR |
1-H. Election of Tony Xu 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, 2022. | Management | FOR | FOR |
3. To approve on a non-binding advisory basis, the compensation program for Meta Platforms, Inc.’s named executive officers as disclosed in Meta Platforms, Inc.’s proxy statement. | 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 concealment clauses. | Stockholder | Against | FOR |
7. Stockholder proposal regarding report on external costs of misinformation. | Stockholder | Against | FOR |
8. Stockholder proposal regarding report on community standards enforcement. | Stockholder | Against | FOR |
9. Stockholder proposal regarding report and advisory vote on the metaverse. | Stockholder | Against | FOR |
10. Stockholder proposal regarding human rights impact assessment. | Stockholder | Against | FOR |
11. Stockholder proposal regarding child sexual exploitation online. | Stockholder | Against | FOR |
12. Stockholder proposal regarding civil rights and non-discrimination audit. | Stockholder | Against | FOR |
13. Stockholder proposal regarding report on lobbying. | Stockholder | Against | FOR |
14. Stockholder proposal regarding assessment of audit & risk oversight committee. | Stockholder | Against | FOR |
15. Stockholder proposal regarding report on charitable donations. | Stockholder | Against | FOR |
Issuer: AON PLC | CUSIP: G0403H108 |
Ticker: AON | |
Meeting Date: 6/17/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1a. Election of Lester B. Knight as a director of the company. | Management | FOR | FOR |
1b. Election of Gregory C. Case as a director of the company. | Management | FOR | FOR |
1c. Election of Jin-Yong Cai as a director of the company. | Management | FOR | FOR |
1d. Election of Jeffrey C. Campbell as a director of the company. | Management | FOR | FOR |
1e. Election of Fulvio Conti as a director of the company. | Management | FOR | FOR |
1f. Election of Cheryl A. Francis as a director of the company. | Management | FOR | FOR |
1g. Election of J. Michael Losh as a director of the company. | Management | FOR | FOR |
1h. Election of Richard C. Notebaert as a director of the company. | Management | FOR | FOR |
1i. Election of Gloria Santona as a director of the company. | Management | FOR | FOR |
1j. Election of Byron O. Spruell as a director of the company. | Management | FOR | FOR |
1k. 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 Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | 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: 6/8/22 | |
Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
1-A. Election of Richard Sanders as a director of the company. | Management | FOR | FOR |
1-B. Election of Emilano Calemzuk as a director of the company. | Management | FOR | FOR |
1-B. Election of Marcos Galperin as a director of the company. | Management | FOR | FOR |
1-B. Election of A.M.Petroni Merhy 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 2021. | Management | FOR | FOR |
3. Ratification of the appointment of Pistelli, Henry Martin y Associados S.R.L., a member of Ernst & Young Global Limited as independent registered public accounting firm for the fiscal year ending December 31, 2022. | 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/John C. Hill | |
| John C. Hill | |
| Chief Executive Officer | |
| | |
Date: August 12, 2022 | |