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, 2022 - June 30, 2023
| Issuer: Wolfspeed, Inc. | CUSIP: 977852102 |
Ticker: WOLF
Meeting Date: 10/24/22
| 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. Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending June 25, 2023. | Management | FOR | FOR |
| 3. Advisory (nonbinding) vote to approve executive compensation. | Management | FOR | FOR |
| Issuer: Coherent Corporation | CUSIP: 19247G107 |
Ticker: COHR
Meeting Date: 11/16/22
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1a. Election of Class Two Director for a three-year term to expire at the annual meeting of shareholders in 2025: Enrico Digirolamo. | Management | FOR | FOR |
| 1b. Election of Class Two Director for a three-year term to expire at the annual meeting of shareholders in 2025: David L. Motley. | Management | FOR | FOR |
| 1c. Election of Class Two Director for a three-year term to expire at the annual meeting of shareholders in 2025: Shaker Sadasivam. | Management | FOR | FOR |
| 1d. Election of Class Two Director for a three-year term to expire at the annual meeting of shareholders in 2025: Lisa Neal-Graves. | Management | FOR | FOR |
| 2. Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2022. | 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, 2023. | Management | FOR | FOR |
| Issuer: Medtronic plc | CUSIP: G5960L103 |
Ticker: MDT
Meeting Date: 12/8/22
| 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 Lidia L. Fonseca as a director of the company. | Management | FOR | FOR |
| 1e. Election of Andrea J. Goldsmith, Ph.D. as a director of the company. | Management | FOR | FOR |
| 1f. Election of Randall J. Hogan, III as a director of the company. | Management | FOR | FOR |
| 1g. Election of Kevin E. Lofton as a director of the company. | Management | FOR | FOR |
| 1h. Election of Geoffrey S. Martha as a director of the company. | Management | FOR | FOR |
| 1i. Election of Elizabeth Nabel, M.D. as a director of the company. | Management | FOR | FOR |
| 1j. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
| 1k. Election of Kendall J. Powell as a director of the company. | Management | FOR | FOR |
| 2. To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2023 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. Reviewing the Board of Directors’ authority to issue shares under Irish law. | Management | FOR | FOR |
| 5. Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law. | 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: Microsoft Corporation | CUSIP: 594918104 |
Ticker: MSFT
Meeting Date: 12/13/22
| 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. 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 the selection of Deloitte & Touche LLP as independent auditor for Fiscal Year 2023. | Management | FOR | FOR |
| 4. Shareholder proposal – cost benefit analysis of diversity and inclusion. | Stockholder | Against | FOR |
| 5. Shareholder proposal – Report on hiring of persons with arrest or incarceration records. | Stockholder | Against | FOR |
| 6. Shareholder proposal - Report on investment of retirement funds in companies contributing to climate change. | Stockholder | Against | FOR |
| 7. Shareholder proposal – Report on government use of Microsoft technology. | Stockholder | Against | FOR |
| 8. Shareholder proposal - Report on development of products for military. | Stockholder | Against | FOR |
| 9. Shareholder proposal – Report on tax transparency. | Stockholder | Against | FOR |
| Issuer: Analog Devices, Inc. | CUSIP: 032654105 |
Ticker: ADI
Meeting Date: 3/8/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1a. Election of Vincent Roche as a director of the company. | Management | FOR | FOR |
| 1b. Election of James A. Champy as a director of the company. | Management | FOR | FOR |
| 1c. Election of Andre Andonian 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 Edward H. Frank as a director of the company. | Management | FOR | FOR |
| 1f. Election of Laurie H. Glimcher as a director of the company. | Management | FOR | FOR |
| 1g. Election of Karen M. Golz as a director of the company. | Management | FOR | FOR |
| 1h. Election of Mercedes Johnson as a director of the company. | Management | FOR | FOR |
| 1i. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 1j. Election of Ray Stata 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. Advisory vote on the frequency of future advisory votes on the compensation of named executive officers. | Management | 1 year | FOR |
| 4. Ratification of Ernst & Young LLP as independent public accounting firm for fiscal 2023. | Management | FOR | FOR |
| Issuer: Keysight Technologies, Inc. | CUSIP: 49338L103 |
Ticker: KEYS
Meeting Date: 3/16/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1.1. Election of Satish C. Dhanasekaran to a 3-year term as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Richard P. Hamada to a 3-year term as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Paul A. Lacouture to a 3-year term as a director of the company. | Management | FOR | FOR |
| 1.4. Election of Kevin A. Stephens 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 registered 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: Aercap Holdings N.V. | CUSIP: N00985106 |
Ticker: AER
Meeting Date: 4/26/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 3. Adoption of the annual accounts for the 2022 financial year. | Management | FOR | FOR |
| 5. Release of liability of the directors with respect to their management during the 2022 financial year. | Management | FOR | FOR |
| 6. Appointment of Mr. Peter L. Juhas as non-executive director for a period of four years. | Management | FOR | FOR |
| 7. Appointment of KPMG Accountants N.V. for the audit of the Company’s annual accounts for the 2023 financial year. | |||
| 8a. Authorization of the Board of Directors to issue shares and to grant rights to subscribe for shares. | Management | FOR | FOR |
| 8b. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 8(a) | Management | FOR | FOR |
| 8c. Authorization of the Board of Directors to issue additional shares and to grant additional rights to subscribe for shares. | Management | FOR | FOR |
| 8d. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 8(c). | Management | FOR | FOR |
| 9a. Authorization of the Board of Directors to repurchase shares. | Management | FOR | FOR |
| 9b. Conditional authorization of the Board of Directors to repurchase shares. | Management | FOR | FOR |
| 10. Reduction of capital through cancellation of shares. | Management | FOR | FOR |
| Management | FOR | FOR |
| Issuer: Johnson & Johnson | CUSIP: 478160104 |
Ticker: JNJ
Meeting Date: 4/27/23
| 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 Jennifer A. Doudna as a director of the company. | Management | FOR | FOR |
| 1e. Election of Joaquin Duato 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 Paula A. Johnson as a director of the company. | Management | FOR | FOR |
| 1h. Election of Hubert Joly as a director of the company. | Management | FOR | FOR |
| 1i. Election of Mark B. McClellan as a director of the company. | Management | FOR | FOR |
| 1j. Election of Anne M. Mulcahy as a director of the company. | Management | FOR | FOR |
| 1k. Election of Mark A. Weinberger as a director of the company. | Management | FOR | FOR |
| 1l. 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. Advisory vote on the frequency of voting to approve named executive compensation. | Management | 1 year | FOR |
| 4. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm. | Management | FOR | FOR |
| 5. Stockholder proposal regarding Federal securities laws mandatory arbitration bylaw. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding vaccine pricing report. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding executive compensation adjustment policy. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding impact of extended patent exclusives on product access. | Stockholder | Against | FOR |
| Issuer: American Express Corporation | CUSIP: 025816109 |
Ticker: AXP
Meeting Date: 5/2/23
| 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 John J. Brennan as a director of the company. | Management | FOR | FOR |
| 1c. Election of Peter Chernin as a director of the company. | Management | FOR | FOR |
| 1d. Election of Walter J. Clayton III 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 Theodore J. Leonsis as a director of the company. | Management | FOR | FOR |
| 1g. Election of Deborah P. Majoras 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 2023. | Management | FOR | FOR |
| 3. Approval, on an advisory basis, of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Advisory resolution to approve the frequency of future advisory say-on-pay votes. | Management | 1 Year | FOR |
| 5. Shareholder proposal relating to shareholder ratification of excessive termination pay. | Stockholder | Against | FOR |
| 6. Shareholder proposal relating to abortion and consumer data privacy. | Stockholder | Against | FOR |
| Issuer: Capital One Financial Corporation | CUSIP: 14040H105 |
Ticker: COF
Meeting Date: 5/4/23
| 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 Craig Anthony Williams as a director of the company. | Management | FOR | FOR |
| 2. Approval of amendments to Capital One Financial Corporation’s Restated Certificate of Incorporation to remove remaining supermajority voting requirements and references to Signet Banking Corporation. | Management | FOR | FOR |
| 3. Advisory vote on frequency of holding an advisory vote to approve Named Executive Officer compensation. | Management | 1 Year | FOR |
| 4. Advisory vote on Named Executive Officer compensation. | Management | FOR | FOR |
| 5. Approval and adoption of the Capital One Financial Corporation Seventh Amended and Restated 2004 Stock Incentive Plan. | Management | FOR | FOR |
| 6. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One Financial Corporation for 2023. | Management | FOR | FOR |
| 7. Stockholder proposal requesting a simple majority vote. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting a report on Board Oversight of risks related to discrimination. | Stockholder | Against | FOR |
| 9. Stockholder proposal requesting a Board skills and diversity matrix. | Stockholder | Against | FOR |
| Issuer: Intel Corporation | CUSIP: 458140100 |
Ticker: INTC
Meeting Date: 5/11/23
| 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 Barbara G. Novick as a director of the company. | Management | FOR | FOR |
| 1i. Election of Gregory D. Smith as a director of the company. | Management | FOR | FOR |
| 1j. Election of Lip-Bu Tan as a director of the company. | Management | FOR | FOR |
| 1k. Election of Dion J. Weisler as a director of the company. | Management | FOR | FOR |
| 1l. 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 2023. | Management | FOR | FOR |
| 3. Advisory vote to approve executive compensation of named executive officers. | Management | FOR | FOR |
| 4. Approval of amendment and restatement of the 2006 Equity Incentive Plan | Management | FOR | FOR |
| 5. Advisory vote on the frequency of holding future advisory votes to approve executive compensation of named executive officers. | Management | 1 Year | FOR |
| 6. Stockholder proposal requesting an executive stock retention period policy and reporting, if properly presented at the meeting. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting commission and publication of a third party review of Intel’s China business ESG congruence, if properly presented at the meeting. | Stockholder | Against | FOR |
| Issuer: The Progressive Corporation | CUSIP: 743315103 |
Ticker: PGR
Meeting Date: 5/12/2023
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1a. Election of Danielle M. Barrett as a director of the company. | Management | FOR | FOR |
| 1b. Election of Philip Bleser as a director of the company. | Management | FOR | FOR |
| 1c. Election of Stuart B. Burgdoerfer as a director of the company. | Management | FOR | FOR |
| 1d. Election of Pamela J. Craig as a director of the company. | Management | FOR | FOR |
| 1e. Election of Charles A. Davis as a director of the company. | Management | FOR | FOR |
| 1f. Election of Roger N. Farah as a director of the company. | Management | FOR | FOR |
| 1g. Election of Lawton W. Fitt as a director of the company. | Management | FOR | FOR |
| 1h. Election of Susan Patricia Griffith as a director of the company. | Management | FOR | FOR |
| 1i. Election of Devin C. Johnson as a director of the company. | Management | FOR | FOR |
| 1j. Election of Jeffrey D. Kelly as a director of the company. | Management | FOR | FOR |
| 1k. Election of Barbara R. Snyder 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. Advisory vote on the frequency of the advisory vote to approve the executive compensation program. | Management | 1 Year | FOR |
| 4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023. | Management | FOR | FOR |
| Issuer: Motorola Solutions, Inc. | CUSIP: 620076307 |
Ticker: MSI
Meeting Date: 5/16/23
| 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 2023. | Management | FOR | FOR |
| 3. Advisory approval of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Advisory approval of the frequency of the advisory vote to approve the company’s executive compensation. | Management | 1 year | FOR |
| Issuer: JPMorgan Chase & Co. | CUSIP: 46625H100 |
Ticker: JPM
Meeting Date: 5/16/23
| 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 Alicia Boler Davis as a director of the company. | Management | FOR | FOR |
| 1f. Election of James Dimon as a director of the company. | Management | FOR | FOR |
| 1g. Election of Timothy P. Flynn as a director of the company. | Management | FOR | FOR |
| 1h. Election of Alex Gorsky as a director of the company. | Management | FOR | FOR |
| 1i. Election of Mellody Hobson as a director of the company. | Management | FOR | FOR |
| 1j. Election of Michael A. Neal as a director of the company. | Management | FOR | FOR |
| 1k. Election of Phoebe N. Novakovic as a director of the company. | Management | FOR | FOR |
| 1l. 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. Advisory vote on frequency of advisory resolution to approve executive compensation. | Management | 1 year | FOR |
| 4. Ratification of independent registered public accounting firm. | Management | FOR | FOR |
| 5. Stockholder proposal re: independent board chairman. | Stockholder | Against | FOR |
| 6. Stockholder proposal re: fossil fuel phaseout. | Stockholder | Against | FOR |
| 7. Stockholder proposal re: amending public responsibility committee charter to include mandate to oversee animal welfare impact and risk. | Stockholder | Against | FOR |
| 8. Stockholder proposal re: special shareholder meeting improvement. | Stockholder | Against | FOR |
| 9. Stockholder proposal re: report on climate transition planning. | Stockholder | Against | FOR |
| 10. Stockholder proposal re: report on ensuring respect for civil liberties. | Stockholder | Against | FOR |
| 11. Stockholder proposal re: report analyzing the consequence of the company’s political and electioneering expenditures. | Stockholder | Against | FOR |
| 12. Stockholder proposal re: absolute GHG reduction goals. | Stockholder | Against | FOR |
| Issuer: Hess Corporation | CUSIP: 42809H107 |
Ticker: HES
Meeting Date: 5/17/23
| 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 2024. | Management | FOR | FOR |
| 1b. Election of Director L.S. Coleman, Jr. to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1c. Election of Director L. Glatch to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1d. Election of Director J.B. Hess to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1e. Election of Director E.E. Holiday to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1f. Election of Director M.S. Lipschultz to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1g. Election of Director R.J. McGuire to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1h. Election of Director D. McManus to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1i. Election of Director K.O. Myers to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1j. Election of Director K.F. Ovelmen to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1k. Election of Director J.H. Quigley to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 1l. Election of Director W.G. Schrader to serve for a one-year term expiring in 2024. | Management | FOR | FOR |
| 2. Advisory vote to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3.Advisory approval on the frequency of voting on executive compensation. | Management | 1 Year | FOR |
| 4. Ratification of the selection of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2023. | Management | FOR | FOR |
| Issuer: Rayonier Inc. | CUSIP: 754907103 |
Ticker: RYN
Meeting Date: 5/18/23
| 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 Gregg A. Gonsalves as a director of the company. | Management | FOR | FOR |
| 1d. Election of Scott R. Jones as a director of the company. | Management | FOR | FOR |
| 1e. Election of V. Larkin Martin as a director of the company. | Management | FOR | FOR |
| 1f. Election of Meridee A. Moore as a director of the company. | Management | FOR | FOR |
| 1g. Election of Ann C. Nelson as a director of the company. | Management | FOR | FOR |
| 1h. Election of David L. Nunes as a director of the company. | Management | FOR | FOR |
| 1i. Election of Matthew J. Rivers as a director of the company. | Management | FOR | FOR |
| 1j. 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. Recommendation, on a non-binding advisory basis, on whether the vote on named executive officers’ compensation should occur every one, two or three years. | Management | 1 year | FOR |
| 4. Approval of the 2023 Rayonier Incentive Stock Plan. | Management | FOR | FOR |
| 5. Ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2023. | Management | FOR | FOR |
| Issuer: The Charles Schwab Corporation | CUSIP: 808513105 |
Ticker: SCHW
Meeting Date: 5/18/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1a. Election of Marianne C. Brown as a director of the company. | Management | FOR | FOR |
| 1b. Election of Frank C. Herringer as a director of the company. | Management | FOR | FOR |
| 1c. Election of Gerri K Martin-Flickinger as a director of the company. | Management | FOR | FOR |
| 1d. Election of Todd M. Ricketts as a director of the company. | |||
| 1e. Election of Carolyn Schwab-Pomerantz 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. Frequency of advisory vote on named executive officer compensation. | Management | 1 year | FOR |
| 5. Stockholder proposal requesting pay equity disclosure. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting company report on discrimination risk oversight and impact. | Stockholder | Against | FOR |
| Issuer: Merck & Co., Inc. | CUSIP: 58933Y105 |
Ticker: MRK
Meeting Date: 5/23/23
| 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 Thomas H. Glocer as a director of the company. | Management | FOR | FOR |
| 1f. Election of Risa Lavizzo-Mourey, M.D. as a director of the company. | Management | FOR | FOR |
| 1g. Election of Stephen L. Mayo, M.D. as a director of the company. | Management | FOR | FOR |
| 1h. Election of Paul B. Rothman, M.D. 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, M.D. 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. Non-binding advisory vote to approve the frequency of future votes to approve the compensation of named executive officers. | Management | 1 year | FOR |
| 4. Ratification of the appointment of the Company’s independent registered public accounting firm for 2023. | Management | FOR | FOR |
| 5. Stockholder proposal regarding business operations in China. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding access to COVID-19 products. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding independent political spending. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding patents and access. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding a congruency report of partnerships with globalist organizations. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding an independent board chairman. | Stockholder | Against | FOR |
| Issuer: Amazon.com, Inc. | CUSIP: 023135106 |
Ticker: AMZN
Meeting Date: 5/24/23
| 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. Advisory vote on the frequency of future advisory votes on executive compensation. | Management | 1 year | FOR |
| 5. Reapproval of 1997 stock incentive plan, as amended and restated for purposes of French tax law. | Management | FOR | FOR |
| 6. Stockholder proposal requesting a report on retirement plan options. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting a report on customer due diligence. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting reporting on content and product removal/restrictions. | Stockholder | Against | FOR |
| 9. Stockholder proposal requesting a report on content removal requests. | Stockholder | Against | FOR |
| 10. Stockholder proposal requesting additional reporting on stakeholder impacts. | Stockholder | Against | FOR |
| 11. Stockholder proposal requesting alternative tax reporting. | Stockholder | Against | FOR |
| 12. Stockholder proposal requesting additional reporting on climate lobbying. | Stockholder | Against | FOR |
| 13. Stockholder proposal requesting additional reporting on gender/racial pay. | Stockholder | Against | FOR |
| 14. Stockholder proposal requesting an analysis of costs associated with diversity, equity, and inclusion programs. | Stockholder | Against | FOR |
| 15. Stockholder proposal requesting an amendment to bylaws to require shareholder approval for certain future amendments. | Stockholder | Against | FOR |
| 16. Stockholder proposal requesting additional reporting on freedom of association. | Stockholder | Against | FOR |
| 17. Stockholder proposal requesting a new policy regarding executive compensation process. | Stockholder | Against | FOR |
| 18. Stockholder proposal requesting additional reporting on animal welfare. | Stockholder | Against | FOR |
| 19. Stockholder proposal requesting an additional board committee. | Stockholder | Against | FOR |
| 20. Stockholder proposal requesting an alternative director candidate policy. | Stockholder | Against | FOR |
| 21. Stockholder proposal requesting a report on warehouse working conditions. | Stockholder | Against | FOR |
| 22. Stockholder proposal requesting a report on packing materials. | Stockholder | Against | FOR |
| 23. Stockholder proposal requesting a report on customer use of certain technologies. | Stockholder | Against | FOR |
| Issuer: Meta Platforms, Inc. | CUSIP: 30303M102 |
Ticker: META
Meeting Date: 5/31/23
| 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 Meta Platforms, Inc’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | FOR | FOR |
| 3. Stockholder proposal regarding government takedown requests. | Stockholder | Against | FOR |
| 4. Stockholder proposal regarding dual class capital structure. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding human rights impact assessment of targeted advertising. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding report on lobbying disclosures. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding report on allegations of political entanglement and content management biases in India. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding report on framework to assess company lobbying alignment with climate goals. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding on reproductive rights and data privacy. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding report on enforcement of Community Standards and user content. | Stockholder | Against | FOR |
| 11. Stockholder proposal regarding report on child safety impacts and actual harm reduction to children. | Stockholder | Against | FOR |
| 12. Stockholder proposal regarding report on pay calibration to externalized costs | Stockholder | Against | FOR |
| 13. Stockholder proposal regarding performance review of the audit & risk oversight committee. | Stockholder | Against | FOR |
| Issuer: Alphabet Inc. | CUSIP: 02079K305 |
Ticker: GOOGL
Meeting Date: 6/2/23
| 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 R. Martin “Marty” Chavez as a director of the company. | Management | FOR | FOR |
| 1g. Election of L. John Doerr as a director of the company | Management | FOR | FOR |
| 1h. Election of Roger W. Ferguson, Jr. as a director of the company. | Management | FOR | FOR |
| 1i. Election of Ann Mather as a director of the company. | Management | FOR | FOR |
| 1j. Election of K. Ram Shriram as a director of the company. | Management | FOR | FOR |
| 1k. 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, 2023. | Management | FOR | FOR |
| 3. The Amendment of Alphabet’s 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock. | Management | FOR | FOR |
| 4. Advisory vote to approve compensation awarded to named executive officers. | Management | FOR | FOR |
| 5. Advisory vote on the frequency of advisory votes to approve compensation awarded to named executive officers. | Management | 3 years | FOR |
| 6. Stockholder proposal regarding a lobbying report. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding a congruency report. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding a climate lobbying report. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding a report on reproductive rights and data privacy. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding a human rights assessment of data center siting. | Stockholder | Against | FOR |
| 11. Stockholder proposal regarding a human rights assessment of targeted ad policies and practices. | Stockholder | Against | FOR |
| 12. Stockholder proposal regarding a algorithm disclosures. | Stockholder | Against | FOR |
| 13. Stockholder proposal regarding a report on alignment of YouTube policies with legislation. | Stockholder | Against | FOR |
| 14. Stockholder proposal regarding content governance report. | Stockholder | Against | FOR |
| 15. Stockholder proposal regarding a performance review of the Audit and Compliance Committee. | Stockholder | Against | FOR |
| 16. Stockholder proposal regarding bylaw amendment. | Stockholder | Against | FOR |
| 17. Stockholder proposal regarding “executives to retain significant stock.” | Stockholder | Against | FOR |
| 18. Stockholder proposal regarding equal share voting. | 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: Mercadolibre, Inc. | CUSIP: 58733R102 |
Ticker: MELI
Meeting Date: 6/7/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1-A. Election of Susan Segal as a director of the company. | Management | FOR | FOR |
| 1-B. Election of Mario Eduardo Vazquez as a director of the company. | Management | FOR | FOR |
| 1-C. Election of Alejandro N. Aguzin 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 2022. | Management | FOR | FOR |
| 3. To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation. | Management | 1 year | FOR |
| 4. 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, 2023. | Management | FOR | FOR |
| Issuer: Kennedy-Wilson Holdings, Inc. | CUSIP: 489398107 |
Ticker: KW
Meeting Date: 6/8/23
| Matter Voted On | Proposed By | Fund Vote | For/ Against Mgt. |
| 1.1. Election of Todd Boehly as a director of the company. | Management | FOR | FOR |
| 1.2. Election of David Minela as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Mary Ricks as a director of the company. | Management | FOR | FOR |
| 1.4 Election of Sanaz Zaimi 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 vote on an advisory (non-binding) proposal, on whether future advisory votes to approve the compensation of the Company’s named executive officers should occur every one, two or three years. | Management | 1 year | FOR |
| 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year. | Management | FOR | FOR |
| Issuer: Roper Technologies, Inc. | CUSIP: 776696106 |
Ticker: ROP
Meeting Date: 6/13/23
| 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. Esteves 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 select, on an advisory basis, the frequency of the shareholder vote on the compensation of named executive officers. | Management | 1 year | FOR |
| 4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023. | Management | FOR | FOR |
| 5. Approve an amendment and restatement of our Restated Certificate of Incorporation to permit the exculpation of officers. | Management | FOR | FOR |
| Issuer: AON PLC | CUSIP: G0403H108 |
Ticker: AON
Meeting Date: 6/16/23
| 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 Adriana Karaboutis 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 Sarah E. Smith as a director of the company. | Management | FOR | FOR |
| 1k. Election of Byron O. Spruell as a director of the company. | Management | FOR | FOR |
| 1l. 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. Advisory vote on the frequency of holding an advisory vote on executive compensation. | Management | 1 year | FOR |
| 4. Ratify the appointment Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | FOR | FOR |
| 5. Re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law. | Management | FOR | FOR |
6. Authorize the Board to determine the remuneration of Ernst & Young Ireland, in its capacity as the Company’s statutory auditor under Irish law. 7. Approve the AON plc 2011 Incentive Plan, as amended and restated. | 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 15, 2023
