Sound Shore Fund NPX Annual report of proxy voting record

UNITED STATES

SECURITIES 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 811-04244

Sound Shore Fund, Inc.

Three Canal Plaza, Suite 600

Portland, ME 04101
(Address of Principal Executive Offices)

T. Gibbs Kane, Jr., President

8 Sound Shore Drive

Greenwich, Connecticut 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-551-1980

Date of fiscal year end: December 31

Date of reporting period: July 1, 2021 - June 30, 2022

ITEM 1. PROXY VOTING RECORD

Sound Shore Fund Proxy Voting from July 1, 2021 through June 30, 2022
										Voted
			Meeting	# of		Type of	Proposed	Date	How	with / against
Security	Ticker	CUSIP	Date	Shares	Proposal Description	Proposal	by	Voted	Voted	Management
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1a. Re-election of Director: Revathi Advaithi	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1b. Re-election of Director: Michael D. Capellas	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1c. Re-election of Director: John D. Harris II	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1d. Re-election of Director: Michael E. Hurlston	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1e. Re-election of Director: Jennifer Li	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1f. Re-election of Director: Erin L. McSweeney	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1g. Re-election of Director: Marc A. Onetto	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1h. Re-election of Director: Willy C. Shih, Ph.D.	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1i. Re-election of Director: Charles K. Stevens, III	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1j. Re-election of Director: Lay Koon Tan	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	1k. Re-election of Director: Willia D. Watkins	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	2. To Approve the Re-Appointment of Deloitte & Touche LLP as Independent Auditors and to Authorize the Board of Directors, upon the Recommendation of the Audit Committee, to Fix their Remuneration	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	3. Non-Binding, Advisory Resolution: to Approve the Compensation of Company's Named Executive Officers	Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	4. To Approve a General Authorization for the Directors of Flex to Allot and Issue Ordinary Shares	Non-Routine	Management	07/27/21	FOR	WITH
Flex Ltd.	FLEX	Y2573F102	08/04/21	3,079,400	5. To Approve a Renewal of the Share Purchase Mandate Permitting Flex to Purchase or otherwise Acquire its own Issued Ordinary Shares	Non-Routine	Management	07/27/21	FOR	WITH
Conagra Brands, Inc.	CAG	205887102	09/15/21	928,200	1. Election of Directors - 12 Nominees	Routine	Management	09/02/21	FOR	WITH
Conagra Brands, Inc.	CAG	205887102	09/15/21	928,200	2. Ratification of the Appointment of KMG LLP as Independent Auditor	Routine	Management	09/02/21	FOR	WITH
Conagra Brands, Inc.	CAG	205887102	09/15/21	928,200	3. Advisory Approval of the Company's Named Executive Officer Compensation	Routine	Management	09/02/21	FOR	WITH
Conagra Brands, Inc.	CAG	205887102	09/15/21	928,200	4. Proposal Regarding Written Consent	Non-Routine	Shareholder	09/02/21	FOR	AGAINST
Cabot Oil & Gas Corporation	COG	127097103	09/29/21	1,476,550	1. A Proposal to Approve the Issuance of Shares of Common Stock, Par Value $0.10 Per Share ("Cabot Common Stock"), of Cabot Oil & Gas Corporation ("Cabot"), Pursuant to the Terms of the Agreement and Plan of Merger, Dated as of May 23, 2021, as Amended, by and among Cabot, Double C Merger Sub, Inc., a Wholly Owned Subsidiary of Cabot, and Cimarex Energy Co.	Non-Routine	Management	09/22/21	FOR	WITH
Cabot Oil & Gas Corporation	COG	127097103	09/29/21	1,476,550	2. A Proposal to Adopt an Amendment to Cabot's Restated Certificate of Incorporation, as Amended, to Increase the Number of Authorized Shares of Cabot Common Stock from 960,000,000 shares to 1,800,000,000 shares	Non-Routine	Management	09/22/21	FOR	WITH
Chubb Limited Special Mtg	CB	H1467J104	11/03/21	152,100	1. Ratification of the Share Repurchase Program Ending June 30, 2022	Non-Routine	Management	10/11/21	FOR	WITH
Chubb Limited Special Mtg	CB	H1467J104	11/03/21	152,100	2. Reduction of Share Capital	Non-Routine	Management	10/11/21	FOR	WITH
Chubb Limited Special Mtg	CB	H1467J104	11/03/21	152,100	3. Transact Other Business (Voting)	Non-Routine	Management	10/11/21	FOR	WITH
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	1. Election of Directors - 13 Nominees	Routine	Management	11/03/21	FOR	WITH
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	2. Advisory Vote to Approve the Compensation of the Named Executive Officers	Routine	Management	11/03/21	AGAINST	AGAINST
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	3. Approve an Amendment to the Oracle Corporation 2020 Equity Incentive Program	Non-Routine	Management	11/03/21	FOR	WITH
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	4. Ratification of the Selection of Ernst & Young as the Independent Registered Public Accounting Firm	Routine	Management	11/03/21	FOR	WITH
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	5. Proposal Regarding Racial Equity Audit	Non-Routine	Shareholder	11/03/21	FOR	AGAINST
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	6. Proposal Regarding Independent Board Chair	Non-Routine	Shareholder	11/03/21	AGAINST	WITH
Oracle Corporation	ORCL	68389X105	11/10/21	363,700	7. Proposal Regarding Political Spending	Non-Routine	Shareholder	11/03/21	AGAINST	WITH
Lennar Corporation	LEN	526057104	04/12/22	462,970	1. Election of Directors to Serve until the 2023 Annual Meeting - 11 Nominees	Routine	Management	04/05/22	FOR	WITH
Lennar Corporation	LEN	526057104	04/12/22	462,970	2. Approval, on an Advisory Basis, of the Compensation of Named Executive Officers	Routine	Management	04/05/22	AGAINST	AGAINST
Lennar Corporation	LEN	526057104	04/12/22	462,970	3. Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	04/05/22	FOR	WITH
Lennar Corporation	LEN	526057104	04/12/22	462,970	4. Approval of the Lennar Corporation 2016 Equity Incentive Plan, as Amended and Restated	Non-Routine	Management	04/05/22	FOR	WITH
Lennar Corporation	LEN	526057104	04/12/22	462,970	5. Proposal to Reduce the Common Stock Ownership Threshold to Call a Special Meeting	Non-Routine	Shareholder	04/05/22	FOR	AGAINST
SVB Financial Group	SIVB	78486Q101	04/21/22	66,210	1. Election of Directors - 11 Nominees	Routine	Management	04/11/22	FOR	WITH
SVB Financial Group	SIVB	78486Q101	04/21/22	66,210	2. To Approve, on an Advisory Basis, the Company's Executive Compensation ("Say on Pay")	Routine	Management	04/11/22	FOR	WITH
SVB Financial Group	SIVB	78486Q101	04/21/22	66,210	3. To Ratify the Appoointment of KPMG LLP as the Company's Independent Registered Public Accounting FIrm	Routine	Management	04/11/22	FOR	WITH
SVB Financial Group	SIVB	78486Q101	04/21/22	66,210	4. Proposal Requesting that the Board of Directors oversee a Racial Equity Audit	Non-Routine	Shareholder	04/11/22	AGAINST	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	1. Election of Directors - 14 Nominees	Routine	Management	04/11/22	FOR	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	2. Approving the Company's Executive Compensation (an Advisory, Non-Binding "Say on Pay" Resolution)	Routine	Management	04/11/22	FOR	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	3. Ratifying the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	Routine	Management	04/11/22	FOR	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	4. Ratifying the Delaware Exclusive Forum Provision in the Company Bylaws	Non-Routine	Management	04/11/22	FOR	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	5. Proposal Requesting a Civil Rights and Nondiscrimination Audit	Non-Routine	Shareholder	04/11/22	AGAINST	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	6. Proposal Requesting Adoption of Policy to Cease Financing New Fossil Fuel Supplies	Non-Routine	Shareholder	04/11/22	AGAINST	WITH
Bank of America Corporation	BAC	60505104	04/26/22	526,845	7. Proposal Requesting a Report on Charitable Donations	Non-Routine	Shareholder	04/11/22	AGAINST	WITH
Berkshire Hathaway, Inc. Cl. B	BRKB	84670702	04/30/22	103,205	1. Election of Directors - 15 Nominees	Routine	Management	04/21/22	FOR	WITH
Berkshire Hathaway, Inc. Cl. B	BRKB	84670702	04/30/22	103,205	2. Proposal Regarding the Adoption of a Policy Requiring that the Board Chair be an Independent Director	Non-Routine	Shareholder	04/21/22	FOR	AGAINST
Berkshire Hathaway, Inc. Cl. B	BRKB	84670702	04/30/22	103,205	3. Proposal Regarding the Publishing of an Annual Assessment Addressing how the Corporation Manages Climate Risks	Non-Routine	Shareholder	04/21/22	FOR	AGAINST
Berkshire Hathaway, Inc. Cl. B	BRKB	84670702	04/30/22	103,205	4. Proposal Regarding how the Corporation Intends to Measure, Disclose and Reduce Greenhouse Gas Emissions	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Berkshire Hathaway, Inc. Cl. B	BRKB	84670702	04/30/22	103,205	5. Proposal Regarding the Reporting of the Corporation's Diversity, Equity and Inclusion Efforts	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
PACCAR Inc.	PCAR	693718108	04/26/22	442,350	1. Election of Directors - 11 Nominees	Routine	Management	04/11/22	FOR	WITH
PACCAR Inc.	PCAR	693718108	04/26/22	442,350	2. Approval of an Amendment to the Amended and Restated Certificate of Incorpation to Eliminate Supermajority Vote Provisions	Non-Routine	Management	04/11/22	FOR	WITH
PACCAR Inc.	PCAR	693718108	04/26/22	442,350	3. Proposal to Reduce the Threshold to Call Special Stockholder Meetings from 25% to 10%	Non-Routine	Shareholder	04/11/22	FOR	AGAINST
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	1. Election of Directors - 14 Nominees	Routine	Management	04/21/22	FOR	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	2. Advisory Resolution to Approve Executive Compensation (Say on Pay)	Routine	Management	04/21/22	AGAINST	AGAINST
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	3. Approve the Company's 2022 Long-Term Incentive Plan	Non-Routine	Management	04/21/22	FOR	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	4. Ratify the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	04/21/22	FOR	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	5. Policy for Management Pay Clawback Authorization	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	6. Report on Incentive-Based Compensation and Risks of Material Losses	Non-Routine	Shareholder	04/21/22	FOR	AGAINST
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	7. Racial and Gender Board Diversity Report	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	8. Report on Respecting Indigenous Peoples' Rights	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	9. Climate Change Policy	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	10. Conduct a Racial Equity Audit	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Wells Fargo & Company	WFC	949746101	04/26/22	902,435	11. Charitable Donations Disclosure	Non-Routine	Shareholder	04/21/22	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	1. Election of Directors - 12 Nominees	Routine	Management	04/19/22	FOR	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	2. Ratify the Selection of KPMG LLP as Independent Public Registered Accounting Firm	Routine	Management	04/19/22	FOR	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	3. 2022 Advisory Approval of Executive Compensation	Routine	Management	04/19/22	FOR	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	4. Proposal Regarding Amending Proxy Access	Non-Routine	Shareholder	04/19/22	FOR	AGAINST
Pfizer Inc.	PFE	717081103	04/27/22	664,950	5. Proposal Regarding Report on Political Expenditures Congruency	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	6. Proposal Regarding Report on Transfer of Intellectual Property to Potential COVID-19 Manufacturers	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	7. Proposal Regarding Report on Board Oversight of Risks Related to Anticompetitive Practices	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/27/22	664,950	8. Proposal Regarding Report on Public Health Costs of Protecting Vaccine Technology	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Cigna Corporation	CI	125523100	04/27/22	103,950	1. Election of Directors - 11 Nominees	Routine	Management	04/19/22	FOR	WITH
Cigna Corporation	CI	125523100	04/27/22	103,950	2. Advisory Approval of Cigna's Executive Compensation	Routine	Management	04/19/22	FOR	WITH
Cigna Corporation	CI	125523100	04/27/22	103,950	3. Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	Routine	Management	04/19/22	FOR	WITH
Cigna Corporation	CI	125523100	04/27/22	103,950	4. Special Shareholder Meeting Improvement	Non-Routine	Shareholder	04/19/22	FOR	AGAINST
Cigna Corporation	CI	125523100	04/27/22	103,950	5. Gender Pay Gap Report	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Cigna Corporation	CI	125523100	04/27/22	103,950	6. Political Contributions Report	Non-Routine	Shareholder	04/19/22	AGAINST	WITH
Coterra Energy, Inc.	CTRA	127097103	04/29/22	1,237,405	1. Election of Directors - 10 Nominees	Routine	Management	04/11/22	FOR	WITH
Coterra Energy, Inc.	CTRA	127097103	04/29/22	1,237,405	2. Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	Routine	Management	04/11/22	FOR	WITH
Coterra Energy, Inc.	CTRA	127097103	04/29/22	1,237,405	3. To Approve, by Non-Binding Advisory Vote, the Compensation of the Company's Named Executive Officers	Routine	Management	04/11/22	AGAINST	AGAINST
Capital One Financial Corp.	COF	14040H105	05/05/22	253,930	1. Election of Directors - 13 Nominees	Routine	Management	04/21/22	FOR	WITH
Capital One Financial Corp.	COF	14040H105	05/05/22	253,930	2. Advisory Approval of Capital One's 2021 Named Executive Officer Compensation	Routine	Management	04/21/22	FOR	WITH
Capital One Financial Corp.	COF	14040H105	05/05/22	253,930	3. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/21/22	FOR	WITH
Tempur Sealy International, Inc.	TPX	88023U101	05/05/22	384,270	1. Election of Directors - 7 Nominees	Routine	Management	04/21/22	FOR	WITH
Tempur Sealy International, Inc.	TPX	88023U101	05/05/22	384,270	2. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	04/21/22	FOR	WITH
Tempur Sealy International, Inc.	TPX	88023U101	05/05/22	384,270	3. Advisory Vote to Approve the Compensation of Named Executive Officers	Routine	Management	04/21/22	FOR	WITH
Tempur Sealy International, Inc.	TPX	88023U101	05/05/22	384,270	4. Approval of the Amended and Restated 2013 Equity Incentive Plan	Non-Routine	Management	04/21/22	FOR	WITH
Magna International Inc.	MGA	559222401	05/03/22	48,645	1. Election of Directors - 11 Nominees	Routine	Management	04/21/22	FOR	WITH
Magna International Inc.	MGA	559222401	05/03/22	48,645	2. Reappointment of Deloitte LLP as the Independent Auditor and Authorization of the Audit Committee to Fix the Independent Auditor's Remuneration	Routine	Management	04/21/22	FOR	WITH
Magna International Inc.	MGA	559222401	05/03/22	48,645	3. Resolved that the 2022 Treasury Performance Stock Unit Plan, with a Plan of 3,000,000 Common Shares that may be Reserved for Issuance Pursuant to Grants made Under such Plan, is Ratified and Confirmed by Shareholders	Non-Routine	Management	04/21/22	FOR	WITH
Magna International Inc.	MGA	559222401	05/03/22	48,645	4. On an Advisory Basis and not to Diminish the Roles and Responsibilities of the Board of Directors, that the Shareholders Accept the Approach to Executive Compensation Disclosed in the Accompanying Management Information Circular/Proxy Statement	Non-Routine	Management	04/21/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	1. Election of Directors - 10 Nominees	Routine	Management	04/26/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	2. Ratify the Appointment of Ernst & Young LLP as Independent Auditor, and Authorize, in a Binding Vote, the Board of Directors, Acting through the Audit Committee, to Fix the Remuneration of the Auditor	Routine	Management	04/26/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	3. Advisory Vote on Executive Compensation	Routine	Management	04/26/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	4. Amend the Company's Long-Term Incentive Plan	Non-Routine	Management	04/26/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	5. Renew the Board's Authority to Issue Shares under Irish Law	Non-Routine	Management	04/26/22	FOR	WITH
Perrigo Company plc	PRGO	G97822103	05/06/22	1,285,350	6. Renew the Board's Authority to Opt-Out of Statutory Pre-Emption Rights under Irish Law	Non-Routine	Management	04/26/22	FOR	WITH
Vistra Corp.	VST	92840M102	05/03/22	1,989,180	1. Election of Directors - 10 Nominees	Routine	Management	04/21/22	FOR	WITH
Vistra Corp.	VST	92840M102	05/03/22	1,989,180	2. Approve, on an Advisory Basis, the 2021 Compensation of the Company's Named Executive Officers	Routine	Management	04/21/22	FOR	WITH
Vistra Corp.	VST	92840M102	05/03/22	1,989,180	3. Ratify the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	04/21/22	FOR	WITH
International Paper Company	IP	460146103	05/09/22	539,350	1. Election of Directors - 11 Nominees (One-Year Term)	Routine	Management	05/02/22	FOR	WITH
International Paper Company	IP	460146103	05/09/22	539,350	2. Ratification of Deloitte & Touche LLP as the Company's Independent Auditor for 2022	Routine	Management	05/02/22	FOR	WITH
International Paper Company	IP	460146103	05/09/22	539,350	3. A Non-Binding Resolution to Approve the Compensation of the Company's Named Executive Officers	Routine	Management	05/02/22	FOR	WITH
International Paper Company	IP	460146103	05/09/22	539,350	4. Proposal Concerning an Independent Board Chair	Non-Routine	Shareholder	05/02/22	FOR	AGAINST
International Paper Company	IP	460146103	05/09/22	539,350	5. Proposal Concerning a Report on Environmental Expenditures	Non-Routine	Shareholder	05/02/22	AGAINST	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	1. Election of Directors - 11 Nominees	Routine	Management	05/09/22	FOR	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	2. Advisory Vote to Approve Executive Compensation	Routine	Management	05/09/22	FOR	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	3. Ratify the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	05/09/22	FOR	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	4. Report on Charitable Contributions	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	5. Amend Clawback Policy	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	6. Shareholder Ratification of Annual Equity Awards	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Verizon Communications Inc.	VZ	92343V104	05/12/22	409,945	7. Business Operations in China	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Baker Hughes Company	BKR	05722G100	05/17/22	755,520	1. Election of Directors - 9 Nominees	Routine	Management	05/09/22	FOR	WITH
Baker Hughes Company	BKR	05722G100	05/17/22	755,520	2. An Advisory Vote Related to the Company's Executive Compensation	Routine	Management	05/09/22	FOR	WITH
Baker Hughes Company	BKR	05722G100	05/17/22	755,520	3. Ratification of KPMG LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	05/09/22	FOR	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	1. Election of Directors - 4 Nominees	Routine	Management	05/09/22	FOR	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	2. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers	Routine	Management	05/09/22	FOR	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	3. Ratify the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm	Routine	Management	05/09/22	FOR	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	4. Approve an Amendment to the Company's Article of Incorporation to Change the Name to Elevance Health, Inc.	Non-Routine	Management	05/09/22	FOR	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	5. Proposal to Prohibit Political Funding	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Anthem, Inc.	ANTM	036752103	05/18/22	54,020	6. Proposal Requesting a Racial Impact Audit and Report	Non-Routine	Shareholder	05/09/22	AGAINST	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	1. Election of Directors - 5 Nominees	Routine	Management	05/11/22	FOR	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	2. Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm	Routine	Management	05/11/22	FOR	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	3. Advisory Vote on the Approval of Executive Compensation	Routine	Management	05/11/22	FOR	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	4. Approval of the Elanco Animal Health Incorporated Employee Stock Purchase Plan	Non-Routine	Management	05/11/22	FOR	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	5. Approval of Amendments to the Company's Amended and Restated Articles of Incorporation to Eliminate Supermajority Voting Requirements	Non-Routine	Management	05/11/22	FOR	WITH
Elanco Animal Health Inc.	ELAN	28414H103	05/18/22	1,448,220	6. Approval of Amendments to the Company's Amended and Restated Articles of Incorporation to Eliminate Legacy Parent Provisions	Non-Routine	Management	05/11/22	FOR	WITH
Henry Schein Inc.	HSIC	806407102	05/18/22	64,755	1. Election of Directors - 15 Nominees	Routine	Management	05/11/22	FOR	WITH
Henry Schein Inc.	HSIC	806407102	05/18/22	64,755	2. Approve, by Non-Binding Vote, the 2021 Compensation Paid to the Company's Named Executive Officers	Routine	Management	05/11/22	AGAINST	AGAINST
Henry Schein Inc.	HSIC	806407102	05/18/22	64,755	3. Ratify the Selection of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	05/11/22	FOR	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	1. Election of Directors - 14 Nominees	Routine	Management	05/16/22	FOR	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	2. Non-Binding Advisory Vote to Approve the Compensation of the Named Executive Officers	Routine	Management	05/16/22	FOR	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	3. Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm	Routine	Management	05/16/22	FOR	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	4. Proposal Regarding an Independent Board Chairman	Non-Routine	Shareholder	05/16/22	AGAINST	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	5. Proposal Regarding Access to COVID-19 Products	Non-Routine	Shareholder	05/16/22	AGAINST	WITH
Merck & Co. Inc.	MRK	58933Y105	05/24/22	432,610	6. Proposal Regarding Lobbying Expenditure Disclosure	Non-Routine	Shareholder	05/16/22	AGAINST	WITH
Dentsply Sirona Inc.	XRAY	24906P109	05/25/22	593,260	1. Election of Directors - 11 Nominees	Routine	Management	05/11/22	FOR	WITH
Dentsply Sirona Inc.	XRAY	24906P109	05/25/22	593,260	2. Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accountants	Routine	Management	05/11/22	FOR	WITH
Dentsply Sirona Inc.	XRAY	24906P109	05/25/22	593,260	3. Approve, by Non-Binding Vote, the Company’s Executive Compensation	Routine	Management	05/11/22	FOR	WITH
Dentsply Sirona Inc.	XRAY	24906P109	05/25/22	593,260	4. Approve the Amendment to the Fifth Amended and Restated By-Laws to Designate the Exclusive Forum for the Adjudication of Certain Legal Matters	Non-Routine	Management	05/11/22	FOR	WITH
Vontier Corporation	VNT	928881101	05/25/22	1,219,490	1. Election of Directors - 3 Nominees	Routine	Management	05/17/22	FOR	WITH
Vontier Corporation	VNT	928881101	05/25/22	1,219,490	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	05/17/22	FOR	WITH
Vontier Corporation	VNT	928881101	05/25/22	1,219,490	3. To Approve, on an Advisory Basis, Vontier's Named Executive Officer Compensation	Routine	Management	05/17/22	FOR	WITH
Vontier Corporation	VNT	928881101	05/25/22	1,219,490	4. To Amend Vontier's Amended and Restated Certificate of Incorporation to Declassify the Board of Directors	Non-Routine	Management	05/17/22	FOR	WITH
Vontier Corporation	VNT	928881101	05/25/22	1,219,490	5. To Amend Vontier's Amended and Restated Certificate of Incorporation to Eliminate Supermajority Provisions	Non-Routine	Management	05/17/22	FOR	WITH
Morgan Stanley	MS	617446448	05/26/22	414,970	1. Election of Directors - 14 Nominees	Routine	Management	05/17/22	FOR	WITH
Morgan Stanley	MS	617446448	05/26/22	414,970	2. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor	Routine	Management	05/17/22	FOR	WITH
Morgan Stanley	MS	617446448	05/26/22	414,970	3. Approve the Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Vote)	Routine	Management	05/17/22	FOR	WITH
Morgan Stanley	MS	617446448	05/26/22	414,970	4. Proposal Requesting Adoption of a Policy to Cease Financing New Fossil Fuel Development	Non-Routine	Shareholder	05/17/22	AGAINST	WITH
Victoria's Secret & Co	VSCO	926400102	05/27/22	575,770	1. Election of Directors - 8 Nominees	Routine	Management	05/17/22	FOR	WITH
Victoria's Secret & Co	VSCO	926400102	05/27/22	575,770	2. To Approve, on an Advisory Basis, the Compensation of the Company's Named Executive Officers	Routine	Management	05/17/22	FOR	WITH
Victoria's Secret & Co	VSCO	926400102	05/27/22	575,770	3. To Select, on an Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Offficers	Non-Routine	Management	05/17/22	1 YEAR	WITH
Victoria's Secret & Co	VSCO	926400102	05/27/22	575,770	4. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	05/17/22	FOR	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	1. Election of Directors - 10 Nominees	Routine	Management	05/26/22	FOR	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	05/26/22	FOR	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	3. Amendment of Alphabet's 2021 Stock Plan to Increase the Share Reserve by 4,000,000 Shares of Class C Capital Stock	Non-Routine	Management	05/26/22	FOR	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	4. Amendment of Alphabet's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares	Non-Routine	Management	05/26/22	FOR	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	5. Proposal Regarding a Lobbying Report	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	6. Proposal Regarding a Climate Lobbying Report	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	7. Proposal Regarding a Report on Physical Risks of Climate Change	Non-Routine	Shareholder	05/26/22	FOR	AGAINST
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	8. Proposal Regarding a Report on Water Management Risks	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	9. Proposal Regarding a Racial Equity Audit	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	10. Proposal Regarding a Report on Concealment Clauses	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	11. Proposal Regarding Equal Shareholder Voting	Non-Routine	Shareholder	05/26/22	FOR	AGAINST
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	12. Proposal Regarding a Report on Government Takedown Requests	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	13. Proposal Regarding a Human Rights Assessment of Data Center Siting	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	14. Proposal Regarding a Report on Data Collection, Privacy, and Security	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	15. Proposal Regarding Algorithm Disclosures	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	16. Proposal Regarding Misinformation and Disinformation	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	17. Proposal Regarding a Report on External Costs of Disinformation	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	18. Proposal Regarding a Report on Board Diversity	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	19. Proposal Regarding the Establishment of an Environmental Sustainability Board Committee	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	20. Proposal Regarding a Policy on Non-Management Employee Representative Director	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Alphabet, Inc.	GOOGL	02079K305	06/01/22	10,875	21. Proposal Regarding a Report on Policies Regarding Military and Militarized Policing Agencies	Non-Routine	Shareholder	05/26/22	AGAINST	WITH
Organon & Company	OGN	68622V106	06/07/22	1,046,335	1. Election of Directors - 4 Nominees	Routine	Management	05/23/22	FOR	WITH
Organon & Company	OGN	68622V106	06/07/22	1,046,335	2. Approve, on a Non-Binding Advisory Basis, the Compensation of Organon's Named Executive Officers	Routine	Management	05/23/22	FOR	WITH
Organon & Company	OGN	68622V106	06/07/22	1,046,335	3 Approve, on a Non-Binding Advisory Basis, the Frequency of Future Votes to Approve the Compensation of Organon's Named Executive Officers	Non-Routine	Management	05/23/22	1 YEAR	WITH
Organon & Company	OGN	68622V106	06/07/22	1,046,335	4. Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	Routine	Management	05/23/22	FOR	WITH
Alleghany Corporation	Y	017175100	06/09/22	27,275	1. To Approve and Adopt the Agreement and Plan of Merger (as It may be Amended from Time to Time, the "Merger Agreement"), dated as of March 20, 2022, by and among Berkshire Hathaway, Inc., O & M Acquisition Corp. ("Merger Sub"), and Alleghany Corporation, andthe Merger of Merger Sub with and into Alleghany Corporation (the Merger)	Non-Routine	Management	06/02/22	FOR	WITH
Alleghany Corporation	Y	017175100	06/09/22	27,275	2. To Approve, on an Advisory (Non-Binding) Basis, the Compensation that may become Payable to Alleghany Corporation's Named Executive Officers in Connection with the Merger	Non-Routine	Management	06/02/22	FOR	WITH
Alleghany Corporation	Y	017175100	06/09/22	27,275	3. To Approve the Adjournment of the Special Meeting to a Later Date or Dates, if Necessary or Appropriate, to Solicit Additional Proxies if there are Insufficient Votes at the Time of the Special Meeting to Approve the Proposal to Approve and Adopt the Merger Agreement and the Merger	Non-Routine	Management	06/02/22	FOR	WITH
General Motors Company	GM	37045V100	06/13/22	673,365	1. Election of Directors - 12 Nominees	Routine	Management	06/02/22	FOR	WITH
General Motors Company	GM	37045V100	06/13/22	673,365	2. Advisory Approval of Named Executive Officer Compensation	Routine	Management	06/02/22	FOR	WITH
General Motors Company	GM	37045V100	06/13/22	673,365	3. Ratification of the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm	Routine	Management	06/02/22	FOR	WITH
General Motors Company	GM	37045V100	06/13/22	673,365	4. Proposal to Lower the Ownership Threshold to Call a Special Meeting	Non-Routine	Shareholder	06/02/22	FOR	AGAINST
General Motors Company	GM	37045V100	06/13/22	673,365	5. Proposal Regarding Separation of Chair and CEO Roles	Non-Routine	Shareholder	06/02/22	FOR	AGAINST
General Motors Company	GM	37045V100	06/13/22	673,365	6. Proposal Requesting a Report on the Use of Child Labor in Connection with Electric Vehicles	Non-Routine	Shareholder	06/02/22	AGAINST	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	1. Adoption of the 2021 Statutory Annual Accounts	Non-Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	2. Discharge of the Members of the Board for Their Responsibilities in the Financial Year Ended December 31, 2021	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3a. Re-Appoint Kurt Sievers as Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3b. Re-Appoint Sir Peter Bonfield as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3c. Re-Appoint Annette Clayton as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3d. Re-Appoint Anthony Foxx as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3e. Appoint Chunyuan Gu as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3f. Re-Appoint Lena Olving as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3g. Re-Appoint Julie Southern as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3h. Re-Appoint Jasmin Staiblin as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3i. Re-Appoint Gregory Summe as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	3j. Re-Appoint Karl-Henrik Sundstrom as Non-Executive Director	Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	4. Authorization of the Board to Issue Ordinary Shares of the Company and Grant Rights to Acquire Ordinary Shares	Non-Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	5. Authorization of the Board to Restrict or Exclude Pre-Emption Rights Accruing in Connection with an Issue of Shares or Grant of Rights	Non-Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	6. Authorization of the Board to Repurchase Ordinary Shares	Non-Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	7. Authorization of the Board to Cancel Ordinary Shares Held or to be Acquired by the Company	Non-Routine	Management	05/23/22	FOR	WITH
NXP Semiconductors NV	NXPI	N6596X109	06/01/22	217,180	8. Non-Binding, Advisory Approval of the Named Executive Officers' Compensation	Routine	Management	05/23/22	FOR	WITH
PVH Corp.	PVH	693656100	06/16/22	596,760	1. Election of Directors - 11 Nominees	Routine	Management	06/07/22	FOR	WITH
PVH Corp.	PVH	693656100	06/16/22	596,760	2. Approval of the Advisory Resolution on Executive Compensation	Routine	Management	06/07/22	FOR	WITH
PVH Corp.	PVH	693656100	06/16/22	596,760	3. Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditors	Routine	Management	06/07/22	FOR	WITH

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.

Sound Shore Fund, Inc.

By:	/s/ T. Gibbs Kane, Jr.
	T. Gibbs Kane, Jr.
	President

Date:	08/22/2022

Sound Shore Fund N-PXAnnual report of proxy voting record