Fpa Paramount 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			811-852

FPA Paramount 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 Paramount 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:	9/30

Date of reporting period:	7/1/11 to 6/30/12

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 Paramount Fund, Inc. Proxy Voting

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

Actuant Corporation

ATU

00508X203

1/10/2012

1. Election of Directors

Issuer

For

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

Issuer

For

3. Advisory vote on compensation of the company’s named executive officers

Issuer

For

4. Advisory vote on the frequency of the advisory vote on compensation of the company’s named executive officers

Issuer

1 Yr.

For

Aggreko plc

G0116S102

7/5/2011

1. Approval of sub-division of existing ordinary shares, consolidated and division of intermediate ordinary shares, adoption of new articles and the purchase by the company of B shares (each as defined in the ciruclar to shareholders dated May 10, 2011

Issuer

For

Aggreko plc

G0116S102

4/25/2012

1. Receipt of report and accounts

Issuer

For

2. Approval of remuneration report

Issuer

For

3. Declaration of dividend

Issuer

For

4. Re-Election of R. C. Soames

Issuer

For

5. Re-Election of A. G. Cockburn

Issuer

For

6. Re-Election of G. P. Walker

Issuer

For

7. Re-Election of W. F. Kaplan

Issuer

For

8. Re-Election of K. Pandya

Issuer

For

9. Re-Election of D. C. M. Hamill

Issuer

For

10. Re-Election of R. J. MacLeod

Issuer

For

11. Re-Election of R. J. King

Issuer

For

12. Re-Election of K. G. Hanna

Issuer

For

13. Re-Appointment of independent auditor

Issuer

For

14. Authorize the audit committee to determine the remuneration of the company’s auditor

Issuer

For

15. Authority to allot shares

Issuer

For

16. Directors’ fees

Issuer

Against

17. Disapplication of pre-emption rights

Issuer

For

18. Purchase of own shares

Issuer

For

19. General meetings on 14 clear days’ notice

Issuer

For

20. Purchase of B shares

Issuer

For

Biomerieux

F1149Y109

5/30/2012

1. Approval of the corporate financial statements for the financial year ended December 31, 2011

Issuer

For

2. Approval of the consolidated financial statements for the financial year ended December 31, 2011

Issuer

For

3. Allocation of income for the financial year ended December 31, 2011

Issuer

For

4. Approval of the regulated agreements concluded by the company with Fondation Merieux and referred to in the special report of the statutory auditors

Issuer

For

5. Acknowledgement of the continuation of regulated agreements concluded by the board of directors referred to in the special report of the statutory auditors

Issuer

For

6. Appointment of Marie-Helene Habert as board member

Issuer

For

7. Appointment of Harold Boel as board member

Issuer

For

8. Termination of term of the company Deloitte et Associes as co-principal statutory auditor - appointment of the company Ernst & Young et Autres-SAS as co-principal statutory auditor

Issuer

For

9. Termination of term of the company BEAS as co-principal statutory auditor - appointment of the company Auditex-SAS as co-deputy statutory auditor

Issuer

For

10. Authorization granted to the board of directors to allow the company to purchase its own shares

Issuer

For

11. Authorization granted to the board of directors to reduce share capital by cancellation of shares

Issuer

For

12. Authorization to be granted to the board of directors to implement the delegations during period of public offering

Issuer

For

13. Powers to carry out all legal formalities

Issuer

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/24/2012

1. Election of Directors

Issuer

For

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

Issuer

For

3. Approve the material terms of the performance criteria in the company’s 2007 incentive award plan

Issuer

For

CarMax, Inc.

KMX

143130102

6/25/2012

1A. Election of Director: Jeffrey E. Garten

Issuer

For

1B. Election of Director: Vivian M. Stephenson

Issuer

For

1C. Election of Director: Beth A. Stewart

Issuer

For

1D. Election of Director: William R. Tiefel

Issuer

For

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

Issuer

For

3. Approve, in an advisory (non-binding) vote, the compensation of the company’s named executive officers

Issuer

For

4. Approve the company’s 2002 stock incentive plan, as amended and restated

Issuer

For

5. Approve the company’s annual performance-based bonus plan, as amended and restated

Issuer

For

6. Approve, in an advisory (non-binding) vote, a proposal to declassify the board of directors

Shareholder

Against

For

Carnival Corporation

CCL

143658300

4/11/2012

1. Re-Elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

2. Re-Elect Sir Jonathon Band as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

3. Re-Elect Robert H. Dickinson as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

4. Re-Elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

5. Re-Elect Pier Luigi Foschi as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

6. Re-Elect Howard S. Frank as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

7. Re-Elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

8. Elect Debra Kelly-Ennis as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

9. Re-Elect Modesto A. Maidique as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

10. Re-Elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

11. Re-Elect Peter G. Ratcliffe as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

12. Re-Elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

13. Re-Elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

14. Re-Elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc

Issuer

For

15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the US firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation

Issuer

For

16. To authorize the audit committee of Carnival plc to agree to the remuneration of the independent auditors of Carnival plc

Issuer

For

17. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies)

Issuer

For

18. To approve the fiscal 2011 compensation of the named executive officers of Carnival Corporation and Carnival plc (in accordance with legal requirements applicable to US companies)

Issuer

For

19. To approve the Carnival plc directors’ remuneration report for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies)

Issuer

For

20. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies)

Issuer

For

21. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies)

Issuer

For

22. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs)

Issuer

For

23. To consider a shareholder proposal

Shareholder

Against

For

CLARCOR Inc.

CLC

179895107

3/27/2012

1. Election of Directors

Issuer

For

2. Say-on-pay - an advisory non-binding vote on the approval of executive compensation

Issuer

For

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 1, 2012

Issuer

For

Copart, Inc.

CPRT

217204106

12/14/2011

1. Election of Directors

Issuer

For

2. Approve a change in the company’s state of incorporation from California to Delaware

Issuer

For

3. Advisory vote on executive compensation (say on pay vote)

Issuer

For

4. Advisory vote on the approval of the frequency of shareholder votes on executive compensation (say when on pay)

Issuer

1 Yr.

For

5. Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending July 31, 2012

Issuer

For

Dolby Laboratories, Inc.

DLB

25659T107

2/7/2012

1. Election of Directors

Issuer

For

2. Approve the stock option exchange program

Issuer

Against

3. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending September 28, 2012

Issuer

For

EVS Broadcast Equipment SA

B3883A119

5/15/2012

2. Approve remuneration report

Issuer

For

4. Approve financial statements, allocation of income, and dividends of EUR 2.36 per share

Issuer

For

5. Approve discharge of directors

Issuer

For

6. Approve discharge of auditors

Issuer

For

7. Approve resignation of J. P. Pironnet as director

Issuer

For

8.1 Re-Elect F. Chombar as independent director

Issuer

For

8.2 Elect Y. Trouveroy as independent director

Issuer

For

FMC Technologies, Inc.

FTI

30249U101

5/2/2012

1A. Election of Director: Mike R. Bowlin

Issuer

For

1B. Election of Director: Philip J. Burguieres

Issuer

For

1C. Election of Director: Edward J. Mooney

Issuer

For

1D. Election of Director: James M. Ringler

Issuer

For

2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2012

Issuer

For

3. Advisory approval of executive compensation

Issuer

For

4. Amend the amended and restated certificate of incorporation to provide for the annual election of all directors

Issuer

For

Franklin Electric Co., Inc.

FELE

353514102

5/4/2012

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2012 fiscal year

Issuer

For

3. To approve, on an advisory basis, the executive compensation of the company’s named executive officers as disclosed in the proxy statement

Issuer

For

4. To approve the company’s 2012 stock plan

Issuer

For

Graco Inc.

GGG

384109104

4/20/2012

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, on an advisory basis, of the compensation paid to the named executive officers as disclosed in the proxy statement

Issuer

For

4. Increase in authorized shares for the employee stock purchase plan

Issuer

For

5. Incentive bonus plan

Issuer

For

6. Shareholder proposal to adopt majority voting for the election of directors

Shareholder

For

Against

Halma plc

G42504103

7/28/2011

1. To receive the directors’ reports and the accounts for the period of 52 weeks to April 2, 2011 and the auditors’ report on the accounts

Issuer

For

2. To declare a dividend on the ordinary shares

Issuer

For

3. To approve the remuneration report as set out on pages 58 to 66 of the report and accounts for the 52 weeks to April 2, 2011

Issuer

For

4. To re-elect Geoff Unwin as a director of the company

Issuer

For

5. To re-elect Andrew Williams as a director of the company

Issuer

For

6. To re-elect Kevin Thompson as a director of the company

Issuer

For

7. To re-elect Neil Quinn as a director of the company

Issuer

For

8. To re-elect Stephen Pettit as a director of the company

Issuer

For

9. To re-elect Jane Aikman as a director of the company

Issuer

For

10. To re-elect Adam Meyers as a director of the company

Issuer

For

11. To re-elect Lord Blackwell as a director of the company

Issuer

For

12. To re-elect Steven Marshall as a director of the company

Issuer

For

13. To re-appoint Deloitte LLP as auditors

Issuer

For

14. To authorize the directors to determine the remuneration of the auditors

Issuer

For

15. Authority to allot shares

Issuer

For

16. Disapplication of pre-emption rights

Issuer

For

17. Authority to purchase own shares

Issuer

For

18. That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice

Issuer

For

Heartland Express, Inc.

HTLD

422347104

7/11/2011

1. Approve the adoption of the company’s 2011 restricted stock award plan

Issuer

For

Heartland Express, Inc.

HTLD

422347104

5/10/2012

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the corporation for 2012

Issuer

For

HNI Corporation

HNI

404251100

5/8/2012

1A. Election of Director: Stan A. Askren

Issuer

For

1B. Election of Director: Ronald V. Waters III

Issuer

For

2. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for fiscal 2012

Issuer

For

3. Advisory (non-binding) vote to approve named executive officer compensation

Issuer

For

IDEX Corporation

IEX

45167R104

4/10/2012

1. Election of Directors

Issuer

For

2. To vote on a non-binding resolution to approve the compensation of the company’s named executive officers

Issuer

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2012

Issuer

For

Knight Transportation, Inc.

KNX

499064103

5/17/2012

1. Election of Directors

Issuer

For

2. Approval of the company’s 2012 equity compensation plan

Issuer

For

3. Advisory vote to approve executive compensation

Issuer

For

4. Ratification of the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year 2012

Issuer

For

Landauer, Inc.

LDR

51476K103

2/9/2012

1. Election of Directors

Issuer

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending September 30, 2012

Issuer

For

3. Approve, by non-binding advisory vote, executive compensation

Issuer

For

Life Technologies Corporation

LIFE

53217V109

4/26/2012

1.1 Election of Director: Donald W. Grimm

Issuer

For

1.2 Election of Director: Ora H. Pescovitz, M.D.

Issuer

For

1.3 Election of Director: Per A. Peterson, PhD

Issuer

For

2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending December 31, 2012

Issuer

For

3. Approval of a non-binding advisory resolution regarding the compensation of the company’s named executive officers for the fiscal year ended December 31, 2011

Issuer

For

Lincare Holdings Inc.

LNCR

532791100

5/7/2012

1. Election of Directors

Issuer

For

2. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2012

Issuer

For

3. Approve an advisory resolution regarding executive compensation

Issuer

For

L’Occitane International SA

L6071D109

9/30/2011

1. To receive and adopt the statutory accounts and audited consolidated financial statements of the company and the reports of the directors and auditors for the year ended March 31, 2011

Issuer

For

2. To declare a final dividend for the year ended March 31, 2011

Issuer

For

3.i. Re-Elect Thomas Levilion as a retiring director of the company for a term of 3 years

Issuer

For

3.ii. Re-Elect Pierre Maurice Georges Milet as a retiring director of the company for a term of 3 years

Issuer

For

3.iii. Re-Elect Charles Mark Broadley as a retiring director of the company for a term of 3 years

Issuer

For

3.iv. Re-Elect Susan Saltzbart Kilsby as a retiring director of the company for a term of 3 years

Issuer

For

3.v. Re-Elect Jackson Chik Sum Ng as a retiring director of the company for a term of 3 years

Issuer

For

4. To elect Domenico Trizio as a new executive director of the company for a term of 3 years

Issuer

For

5.A To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the company

Issuer

For

5.B To give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the company

Issuer

For

5.C To extend the authority given to the directors pursuant to ordinary resolution no. 5.A to issue shares by adding to the issued share capital of the company the number of shares repurchased under ordinary resolution no. 5.B

Issuer

For

6. To authorize the board of directors to fix the remuneration of the directors

Issuer

For

7. To re-appoint PricewaterhouseCoopers as auditors of the company and authorize the board of directors to fix their remuneration

Issuer

For

8. To grant discharge for the directors for the exercise of their mandate during the financial year ended March 31, 2011

Issuer

For

9. To grant discharge for the auditors for the exercise of their mandate during the financial year ended March 31, 2011

Issuer

For

L’Occitane International SA

L6071D109

9/30/2011

1. To approve the proposed amendments to the articles of association of the company as detailed in the circular of the company dated August 25, 2011

Issuer

For

ManpowerGroup Inc.

MAN

56418H100

5/2/2012

1.1 Election of Director: Jeffrey A. Joerres

Issuer

For

1.2 Election of Director: John R. Walter

Issuer

For

1.3 Election of Director: Marc J. Bolland

Issuer

For

1.4 Election of Director: Ulice Payne, Jr.

Issuer

For

2. Approval of a proposed amendment to the amended and restated articles of incorporation of Manpower Inc. to change the name to ManpowerGroup Inc.

Issuer

For

3. Ratification of Deloitte & Touche LLP as independent auditors for 2012

Issuer

For

4. Advisory vote to approve the compensation of the company’s named executive officers

Issuer

For

Maxim Integrated Products, Inc.

MXIM

57772K101

11/16/2011

1. Election of Directors

Issuer

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2012

Issuer

For

3. Ratify and approve an amendment to the company’s 2008 employee stock purchase plan to increase the number of shares available for issuance thereunder by 2,000,000 shares

Issuer

For

4. Ratify and approve an amendment to the company’s amended and restated 1996 stock incentive plan to increase the number of shares available for issuance thereunder by 7,000,000 share

Issuer

For

5. Approve the compensation of the company’s named executive officers pursuant to an advisory vote thereon

Issuer

For

6. Advisory vote on the frequency of future advisory votes on the compensation of the company’s named executive officers

Issuer

1 Yr.

For

Microchip Technology Incorporated

MCHP

595017104

8/19/2011

1. Election of Directors

Issuer

For

2. Amend and restate the company’s executive management incentive compensation plan to revise the definition of “performance goals” for purposes of section 162(m) of the Internal Revenue Code

Issuer

For

3. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2012

Issuer

For

4. Approve an advisory vote on the compensation of the company’s named executives

Issuer

For

5. Proposal regarding the frequency of holding an advisory vote on the compensation of the company’s named executives

Issuer

3 Yrs.

For

Noble Corporation

H5833N103

4/27/2012

1. Approval of reduction of the maximum number of members of the board of directors

Issuer

For

2. Election of Directors

Issuer

For

3. Approval of the 2011 annual report, the consolidated financial statements of the company for fiscal year 2011 and the statutory financial statements of the company for fiscal year 2011

Issuer

For

4. Approval of dividend payment funded from capital contribution reserve in the amount of USD $0.52 per share

Issuer

For

5. Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2012 and the election of PricewaterhouseCoopers AG as statutory auditor for a one-year ter

Issuer

For

6. Approval of the discharge of the members of the board of directors and the executive officers of the company under Swiss law for fiscal year 2011

Issuer

For

7. Approval, on an advisory basis, of the compensation of the company’s named executive officers

Issuer

For

8. Approval of the amendment and restatement of the company’s 1991 stock option and restricted stock plan

Issuer

For

O’Reilly Automotive, Inc.

ORLY

67103H107

5/8/2012

1A. Election of Director: Charles H. O’Reilly, Jr.

Issuer

For

1B. Election of Director: John Murphy

Issuer

For

1C. Election of Director: Ronald Rashkow

Issuer

For

2. Advisory vote on approval of compensation of executives

Issuer

For

3. Approval of the 2012 incentive award plan

Issuer

For

4. Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2012

Issuer

For

Rotork plc

G76717126

4/20/2012

1. To receive and adopt the directors report and accounts and the auditors report thereon for 2011

Issuer

For

2. To declare a final dividend

Issuer

For

3. To re-elect I. G. King as a director

Issuer

For

4. To re-elect P. I. France as a director

Issuer

For

5. To re-elect J. M. Davis as a director

Issuer

For

6. To re-elect R. H. Amold as a director

Issuer

For

7. To re-elect G. M. Ogden as a director

Issuer

For

8. To re-elect J. E. Nicholas as a director

Issuer

For

9. To re-elect R. C. Lockwood as a director

Issuer

For

10. To re-elect G. Bullard as a director

Issuer

For

11. To re-appoint KPMG Audit plc as auditors of the company

Issuer

For

12. To authorize the directors to fix the remuneration of the auditors

Issuer

For

13. To approve the directors remuneration report

Issuer

For

14. To authorize the directors to allot shares

Issuer

For

15. To empower the directors to allot shares for cash without first offering them to existing shareholders

Issuer

For

16. To authorize the company to purchase ordinary shares

Issuer

For

17. To authorize the company to preference shares

Issuer

For

18. To fix the notice period for general meetings

Issuer

For

19. To authorize the extension of the company’s share incentive plan

Issuer

For

ScanSource, Inc.

SCSC

806037107

12/1/2011

1. Election of Directors

Issuer

For

2. Advisory vote on the compensation of the company’s named executive officers (as defined in the proxy statement)

Issuer

For

3. Advisory vote on the frequency of future advisory votes on the compensation of the company’s named executive officers

Issuer

3 Yrs.

For

4 Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2012

Issuer

For

Signet Jewelers Limited

SIG

G81276100

6/15/2012

1A. Election of Director: H. Todd Stitzer

Issuer

For

1B. Election of Director: Robert Blanchard

Issuer

For

1C. Election of Director: Dale Hilpert

Issuer

For

1D. Election of Director: Marianne Parrs

Issuer

For

1E. Election of Director: Thomas Plaskett

Issuer

For

1F. Election of Director: Russell Walls

Issuer

For

1G. Election of Director: Michael Barnes

Issuer

For

2. Appoint KPMG LLP as independent auditor of the company, to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the company and to authorize the audit committee to determine its compensation

Issuer

For

3. Approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement (the “say-on-pay” vote)

Issuer

For

Sonova Holdings AG

H8024W106

6/19/2012

1.1 Approval of the annual report, of the financial statements of the company and of the consolidated financial statements for 2011/12; acknowledgement of the auditors’ report

Issuer

For

1.2 Advisory vote on the compensation report 2011/12

Issuer

For

2.1 Appropriation of retained earnings

Issuer

For

2.2 Allocation to free reserves and determination of payout from capital contribution reserves

Issuer

For

3. Discharge of the members of the board of directors and of the management board

Issuer

For

4.1 Amendment to Article 6: cancellation of non-cash contributions

Issuer

For

4.2 Amendment to Article 16: new term of office

Issuer

For

5.1.1 Re-Election of Anssi Vanjoki as director

Issuer

For

5.1.2 Re-Election of Ronald van der Vis as director

Issuer

For

5.1.3 Re-Election of Dr. Michael Jacobi as director

Issuer

For

5.1.4 Re-Election of Andy Rihs as director

Issuer

For

5.1.5 Re-Election of Robert F. Spoerry as director

Issuer

For

5.2 Election of Dr. Beat Hess as director

Issuer

For

5.3 Re-Election auditors: PricewaterhouseCoopers AG, Zurich

Issuer

For

6. Ad hoc

Issuer

Abstain

For

Spirax-Sarco Engineering plc

G83561103

5/15/2012

1. To receive the directors’ report and accounts

Issuer

For

2. To approve the directors’ remuneration report

Issuer

For

3. To declare a final dividend

Issuer

For

4. To re-elect W. H. Whiteley as a director

Issuer

For

5. To re-elect M. E. Vernon as a director

Issuer

For

6. To re-elect N. J. Anderson as a director

Issuer

For

7. To re-elect N. H. Daws as a director

Issuer

For

8. To re-elect D. J. Meredith as a director

Issuer

For

9. To re-elect J. L. Whalen as a director

Issuer

For

10. To re-elect G. Bullock as a director

Issuer

For

11. To re-elect K. Rajagopal as a director

Issuer

For

12. To re-elect C. G. Watson as a director

Issuer

For

13. To re-appoint KPMG Audit plc as auditor of the company and to authorize the directors to determine their remuneration

Issuer

For

14. To authorize the directors to allot shares

Issuer

For

15. To disapply statutory pre-emption rights

Issuer

For

16. To authorize the directors’ to approve the issue of shares in lieu of cash dividends in respect of the period up to and including the date of the annual general meeting to be held in 2017 or, if earlier, May 14, 2017

Issuer

For

17. To authorize the company to purchase its own shares

Issuer

For

18. To authorize the increase of the maximum aggregate remuneration which may be paid to the non-executive directors collectively from GBP 400,000 to GBP 750,000 per annum

Issuer

Against

19. To authorize the company to call general meetings, other than annual general meetings on not less than 14 clear days’ notice

Issuer

For

Varian Medical Systems, Inc.

VAR

92220P105

2/9/2012

1. Election of Directors

Issuer

For

2. Approve the compensation of the company’s named executive officers as described in the proxy statement

Issuer

For

3. Approve the amendment and restatement of the company’s 2005 omnibus stock plan

Issuer

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2012

Issuer

For

VCA Antech, Inc.

WOOF

918194101

5/21/2012

1. Election of Directors

Issuer

For

2. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2012

Issuer

For

3. Advisory vote to approve the compensation of the company’s named executive officers

Issuer

Against

WABCO Holdings Inc.

WBC

92927K102

5/25/2012

1. Election of Directors

Issuer

For

2. Ratify the selection of Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs D’Enterprises SCCRL as the company’s independent registered public accounting firm for the year ending December 31, 2012

Issuer

For

3. Advisory vote to approve the compensation paid to the company’s named executive officers (“say-on-pay”)

Issuer

Against

Zebra Technologies Corporation

ZBRA

989207105

5/15/2012

1. Election of Directors

Issuer

For

2. Approve, by non-binding vote, compensation of named executive officers

Issuer

For

3. Ratify Ernst & Young LLP as independent auditors

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 Paramount Fund, Inc.

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

Date	8/31/12

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

Fpa Paramount Fund N-PXAnnual report of proxy voting record