Fpa U.s. Value Fund NPX Annual report of proxy voting record

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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number			811-3896

FPA Perennial Fund, Inc.
(Exact name of registrant as specified in charter)

		11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA			90064
		(Address of principal executive offices)			(Zip code)

J. Richard Atwood, Treasurer

FPA Perennial Fund, Inc.

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064
(Name and address of agent for service)

Registrant’s telephone number, including area code:				310-473-0225

Date of fiscal year end:	12/31

Date of reporting period:	7/1/06 to 6/30/07

Item 1. Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;

(b)	The exchange ticker symbol of the portfolio security;

(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d)	The shareholder meeting date;

(e)	A brief identification of the matter voted on;

(f)	Whether the matter was proposed by the issuer or by a security holder;

(g)	Whether the registrant cast its vote on the matter;

(h)	How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i)	Whether the registrant cast its vote for or against management.

FPA Perennial Fund, Inc. Proxy Voting

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

North Fork Bancorporation, Inc.

NFB

659424105

8/22/2006

1. Approve and adopt the agreement and plan of merger, dated as of March 12, 2006 between Capital One Financial Corporation and North Fork Bancorporation, Inc. as it may be amended from time to time, pursuant to which North Fork will merge with and into Capital One.

Issuer

For

2. Adjourn or postpone the North Fork annual meeting, if necessary, to solicit additional proxies.

Issuer

For

3. Election of Directors

Issuer

For

4. Ratification of the appointment of KPMG LLP as North Fork’s independent auditors for 2006.

Issuer

For

Microchip

MCHP

595017104

8/18/2006

1. Election of Directors

Issuer

For

Technology Incorporated

2. Approve an amendment to the 2004 equity incentive plan that will remove the 30% limitation on the number of shares that can be granted as restricted stock units so that the company can continue granting restricted stock units instead of stock options as the primary equity compensation incentive.

Issuer

Against

3. Approve an executive management incentive compensation plan to replace the existing plan as it applies to executive officers in order to enhance the company’s ability to obtain tax deductions for “performance compensation” under 162(M) of the Internal Revenue Code of 1986, as amended.

Issuer

For

4. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for the fiscal year ending March 31, 2007.

Issuer

For

Plantronics, Inc.

PLT

727493108

7/26/2006

1. Election of Directors

Issuer

For

2. Ratify and approve an increase of 1.8 million shares in the common stock issuable under the 2003 stock plan and to be used solely for stock option grant awards.

Issuer

For

3. Ratify and approve an increase of 200,000 shares in the common stock issuable under the 2002 employee stock purchase plan.

Issuer

For

4. Approve the performance bonus plan.

Issuer

For

5. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for fiscal 2007.

Issuer

For

Tidewater Inc.

TDW

886423102

7/20/2006

1. Election of Directors

Issuer

For

2. Ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm.

Issuer

For

3. Proposal to declassify the board of directors.

Issuer

For

4. Approve the 2006 stock incentive plan.

Issuer

For

Briggs &

BGG

109043109

10/18/2006

1. Election of Directors

Issuer

For

Stratton Corporation

2. Ratification of PricewaterhouseCoopers LLP as the company’s independent auditor.

Issuer

For

3. Ratification of the rights agreement as amended by the board of directors on August 9, 2006.

Issuer

For

ScanSource, Inc.

SCSC

806037107

12/7/2006

1. Election of Directors

Issuer

Withhold

Against

2. Approval of the Scansource, Inc. amended and restated directors equity compensation plan.

Issuer

For

3. Ratification of the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending June 30, 2007.

Issuer

For

Copart, Inc.

CPRT

217204106

12/18/2006

1. Election of Directors

Issuer

For

2. Ratify the selection of Ernst & Young LLP as independent auditors for the company for the current fiscal year ending July 31, 2007.

Issuer

For

Oshkosh Truck

OSK

688239201

2/6/2007

1. Election of Directors

Issuer

For

Corporation

2. Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the company’s independent auditors for the fiscal year ending September 30, 2007.

Issuer

For

Landauer, Inc.

LDR

51476K103

2/8/2007

1. Election of Directors

Issuer

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the company.

Issuer

For

CLARCOR Inc.

CLC

179895107

3/26/2007

1. Election of Directors

Issuer

For

2. Adoption of the CLARCOR value added incentive plan.

Issuer

For

IDEX

IEX

45167R104

4/3/2007

1. Election of Directors

Issuer

For

Corporation

2. Approval of Deloitte & Touche LLP as auditors of the company.

Issuer

For

Cognex

CGNX

192422103

4/18/2007

1. Election of Directors

Issuer

For

Corporation

2. Approval of Cognex Corporation 2007 stock option and incentive plan.

Issuer

For

Invitrogen

IVGN

46185R100

4/19/2007

1. Election of Directors

Issuer

For

Corporation

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for fiscal year 2007.

Issuer

For

Polaris

PII

731068102

4/19/2007

1. Election of Directors

Issuer

For

Industries Inc.

2. Approval of the Polaris Industries Inc. 2007 omnibus incentive plan.

Issuer

For

Graco Inc.

GGG

384109104

4/20/2007

1. Election of Directors

Issuer

For

2. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm.

Issuer

For

3. Approval of the executive officer annual incentive bonus plan.

Issuer

For

Bio-Rad

BIO

090572207

4/24/2007

1. Election of Directors

Issuer

For

Laboratories, Inc.

2. Ratify the selection of Deloitte & Touche LLP to serve as the company’s independent auditors.

Issuer

For

3. Approve the Bio-Rad Laboratories, Inc. 2007 incentive award plan.

Issuer

For

Noble

G65422100

4/26/2007

1. Election of Directors

Issuer

For

Corporation

2. Approval of the appointment of PricewaterhouseCoopers LLP as independent auditors for 2007.

Issuer

For

Franklin Electric

FELE

353514102

4/27/2007

1. Election of Directors

Issuer

For

Co., Inc.

2. Approval of an amendment to the company’s restated articles of incorporation to increase the number of shares of authorized common stock.

Issuer

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2007 fiscal year.

Issuer

For

Manpower Inc.

MAN

56418H100

5/2/2007

1. Election of Directors

Issuer

For

2. Ratification of Deloitte & Touche LLP as independent auditors for 2007.

Issuer

For

3. Approval of the Manpower corporate senior management annual incentive plan.

Issuer

For

4. Proposal regarding implementation of the MacBride Principles in Northern Ireland.

Shareholder

Against

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/7/2007

1. Election of Directors

Issuer

For

Lincare

LNCR

532791100

5/7/2007

1. Election of Directors

Issuer

For

Holdings Inc.

2. Approval of the company’s 2007 stock plan.

Issuer

For

3. Shareholder proposal - board diversity.

Shareholder

Against

For

Charles River

CRL

159864107

5/8/2007

1. Election of Directors

Issuer

For

Laboratories International, Inc.

2. Appprove the company’s 2007 incentive plan authorizing the issuance of up to 6,300,000 shares of common stock.

Issuer

For

3. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accountants for the fiscal year ending December 29, 2007.

Issuer

For

HNI

404251100

5/8/2007

1. Election of Directors

Issuer

For

Corporation

2. Approval of amendments to the articles of incorporation to eliminate supermajority shareholder voting requirements.

Issuer

For

3. Approval of the HNI Corporation 2007 stock-based compensation plan.

Issuer

For

4. Approval of the 2007 equity plan for non-employee directors of HNI Corporation.

Issuer

For

5. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for 2007.

Issuer

For

O’Reilly

ORLY

686091109

5/8/2007

1. Election of Directors

Issuer

For

Automotive, Inc.

2. Ratification of appointment of Ernst & Young LLP as independent auditors.

Issuer

For

Heartland Express, Inc.

HTLD

422347104

5/10/2007

1. Election of Directors

Issuer

For

Brown & Brown, Inc.

BRO

115236101

5/16/2007

1. Election of Directors

Issuer

For

AmSurg Corp.

AMSG

03232P405

5/17/2007

1. Election of Directors

Issuer

For

2. Approval of the amendments to the AmSurg Corp. 2006 stock incentive plan.

Issuer

For

3. Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2007.

Issuer

For

The First

FAF

318522307

5/24/2007

1. Election of Directors

Issuer

For

American Corporation

2. Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2007.

Issuer

For

Knight

KNX

499064103

5/24/2007

1. Election of Directors

Issuer

For

Transportation, Inc.

2. Approve Knight Transportation, Inc. second amended and restated articles of incorporation.

Issuer

For

3. Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2007.

Issuer

For

Sandisk

SNDK

80004C101

5/24/2007

1. Election of Directors

Issuer

For

Corporation

2. Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 30, 2007.

Issuer

For

3. Shareholder proposal regarding performance-vesting shares.

Shareholder

Against

For

Zebra

ZBRA

989207105

5/24/2007

1. Election of Directors

Issuer

For

Technologies Corporation

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

For

CDW

CDWC

12512N105

6/5/2007

1A. Election of nominee: Michelle L. Collins

Issuer

For

Corporation

1B. Election of nominee: Casey G. Cowell

Issuer

For

1C. Election of nominee: John A. Edwardson

Issuer

For

1D. Election of nominee: Daniel S. Goldin

Issuer

For

1E. Election of nominee: Thomas J. Hansen

Issuer

For

1F. Election of nominee: Donald P. Jacobs

Issuer

For

1G. Election of nominee: Stephan A. James

Issuer

For

1H. Election of nominee: Michael P. Krasny

Issuer

For

1I. Election of nominee: Terry L. Lengfelder

Issuer

For

1J. Election of nominee: Susan D. Wellington

Issuer

For

1K. Election of nominee: Brian E. Williams

Issuer

For

2. Ratification of the audit committee’s selection of PricewaterhouseCoopers LLP as CDW’s independent registered public accounting firm for 2007.

Issuer

For

CarMax, Inc.

KMX

143130102

6/26/2007

1. Election of Directors

Issuer

For

2. Ratification of the selection of KPMG LLP as independent registered public accounting firm.

Issuer

For

3. Approval of the Carmax, Inc. annual performance-based bonus plan, as amended and restated.

Issuer

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)		FPA Perennial Fund, Inc.

By (Signature and Title)*			/s/ J. Richard Atwood, Treasurer

Date	7/31/07

* Print the name and title of each signing officer under his or her signature.

Fpa U.s. Value Fund N-PXAnnual report of proxy voting record