Ellsworth Growth and Income Fund NPX Annual report of proxy voting record

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04656

Ellsworth Growth and Income Fund Ltd.

(Exact name of registrant as specified in charter)

One Corporate Center

Rye, New York 10580-1422

(Address of principal executive offices) (Zip code)

James A. Dinsmore
Gabelli Funds, LLC
One Corporate Center

Rye, New York 10580-1422

(Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-422-3554

Date of fiscal year end:September 30

Date of reporting period:July 1, 2018 – June 30, 2019

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

PROXY VOTING RECORD

FOR PERIOD JULY 1, 2018 TO JUNE 30, 2019

ProxyEdge

Meeting Date Range: 07/01/2018 - 06/30/2019

Ellsworth Growth and Income Fund Ltd.

Report Date: 07/01/2019

Investment Company Report

THE WALT DISNEY COMPANY

Security

254687106

Meeting Type

Special

Ticker Symbol

DIS

Meeting Date

27-Jul-2018

ISIN

US2546871060

Agenda

934854197 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To approve the issuance of common stock, par value
$0.01 per share, of TWDC Holdco 613 Corp. ("New
Disney"), to stockholders of Twenty-First Century Fox,
Inc. ("21CF") contemplated by the Amended and
Restated Agreement and Plan of Merger, dated as of
June 20, 2018, as it may be amended from time to time,
by and among 21CF, a Delaware corporation, Disney, a
Delaware corporation, New Disney, a Delaware
corporation and a wholly owned subsidiary of Disney,
WDC Merger Enterprises I, Inc., a ...(due to space limits,
see proxy statement for full proposal).

Management

For

To approve adjournments of the Disney special meeting,
if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Disney
special meeting to approve the share issuance proposal.

Management

For

CONAGRA BRANDS, INC.

Security

205887102

Meeting Type

Annual

Ticker Symbol

CAG

Meeting Date

21-Sep-2018

ISIN

US2058871029

Agenda

934864807 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Anil Arora

For

Thomas K. Brown

For

Stephen G. Butler

For

Sean M. Connolly

For

Joie A. Gregor

For

Rajive Johri

For

Richard H. Lenny

For

Ruth Ann Marshall

For

Craig P. Omtvedt

For

Ratification of the appointment of independent auditor for
fiscal 2019

Management

For

Advisory approval of the Company's named executive
officer compensation.

Management

For

UNILEVER N.V.

Security

904784709

Meeting Type

Special

Ticker Symbol

Meeting Date

05-Oct-2018

ISIN

US9047847093

Agenda

934876953 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To approve Simplification.

Management

Abstain

Against

UNILEVER N.V.

Security

904784709

Meeting Type

Special

Ticker Symbol

Meeting Date

05-Oct-2018

ISIN

US9047847093

Agenda

934884164 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To approve Simplification.

Management

Abstain

Against

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

28-Nov-2018

ISIN

US5949181045

Agenda

934884544 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: William H. Gates lll

Management

For

1b.

Election of Director: Reid G. Hoffman

Management

For

1c.

Election of Director: Hugh F. Johnston

Management

For

1d.

Election of Director: Teri L. List-Stoll

Management

For

1e.

Election of Director: Satya Nadella

Management

For

1f.

Election of Director: Charles H. Noski

Management

For

1g.

Election of Director: Helmut Panke

Management

For

1h.

Election of Director: Sandra E. Peterson

Management

For

1i.

Election of Director: Penny S. Pritzker

Management

For

1j.

Election of Director: Charles W. Scharf

Management

For

1k.

Election of Director: Arne M. Sorenson

Management

For

1l.

Election of Director: John W. Stanton

Management

For

1m.

Election of Director: John W. Thompson

Management

For

1n.

Election of Director: Padmasree Warrior

Management

For

Advisory vote to approve named executive officer
compensation

Management

For

Ratification of Deloitte & Touche LLP as our independent
auditor for fiscal year 2019

Management

For

THE WALT DISNEY COMPANY

Security

254687106

Meeting Type

Annual

Ticker Symbol

DIS

Meeting Date

07-Mar-2019

ISIN

US2546871060

Agenda

934921099 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Susan E. Arnold

Management

For

1b.

Election of Director: Mary T. Barra

Management

For

1c.

Election of Director: Safra A. Catz

Management

For

1d.

Election of Director: Francis A. deSouza

Management

For

1e.

Election of Director: Michael Froman

Management

For

1f.

Election of Director: Robert A. Iger

Management

For

1g.

Election of Director: Maria Elena Lagomasino

Management

For

1h.

Election of Director: Mark G. Parker

Management

For

1i.

Election of Director: Derica W. Rice

Management

For

To ratify the appointment of PricewaterhouseCoopers
LLP as the Company's registered public accountants for
fiscal 2019.

Management

For

To approve the advisory resolution on executive
compensation.

Management

For

Shareholder proposal requesting an annual report
disclosing information regarding the Company's lobbying
policies and activities.

Shareholder

Against

For

Shareholder proposal requesting a report on use of
additional cyber security and data privacy metrics in
determining compensation of senior executives.

Shareholder

Against

For

CITIGROUP INC.

Security

172967424

Meeting Type

Annual

Ticker Symbol

Meeting Date

16-Apr-2019

ISIN

US1729674242

Agenda

934935808 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Michael L. Corbat

Management

For

1b.

Election of Director: Ellen M. Costello

Management

For

1c.

Election of Director: Barbara J. Desoer

Management

For

1d.

Election of Director: John C. Dugan

Management

For

1e.

Election of Director: Duncan P. Hennes

Management

For

1f.

Election of Director: Peter B. Henry

Management

For

1g.

Election of Director: S. Leslie Ireland

Management

For

1h.

Election of Director: Lew W. (Jay) Jacobs, IV

Management

For

1i.

Election of Director: Renee J. James

Management

For

1j.

Election of Director: Eugene M. McQuade

Management

For

1k.

Election of Director: Gary M. Reiner

Management

For

1l.

Election of Director: Diana L. Taylor

Management

For

1m.

Election of Director: James S. Turley

Management

For

1n.

Election of Director: Deborah C. Wright

Management

For

1o.

Election of Director: Ernesto Zedillo Ponce de Leon

Management

For

Proposal to ratify the selection of KPMG LLP as Citi's
independent registered public accounting firm for 2019.

Management

For

Advisory vote to approve Citi's 2018 executive
compensation.

Management

For

Approval of the Citigroup 2019 Stock Incentive Plan.

Management

For

Shareholder proposal requesting Shareholder Proxy
Access Enhancement to Citi's proxy access bylaw
provisions.

Shareholder

Abstain

Against

Shareholder proposal requesting that the Board adopt a
policy prohibiting the vesting of equity-based awards for
senior executives due to a voluntary resignation to enter
government service.

Shareholder

Against

For

Shareholder proposal requesting that the Board amend
Citi's bylaws to give holders in the aggregate of 15% of
Citi's outstanding common stock the power to call a
special meeting.

Shareholder

Against

For

HUNTINGTON BANCSHARES INCORPORATED

Security

446150104

Meeting Type

Annual

Ticker Symbol

HBAN

Meeting Date

18-Apr-2019

ISIN

US4461501045

Agenda

934937016 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Lizabeth Ardisana

For

Ann B. Crane

For

Robert S. Cubbin

For

Steven G. Elliott

For

Gina D. France

For

J Michael Hochschwender

For

John C. Inglis

For

Peter J. Kight

For

Katherine M. A. Kline

For

Richard W. Neu

For

David L. Porteous

For

Kathleen H. Ransier

For

Stephen D. Steinour

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as the independent
registered public accounting firm for 2019.

Management

For

Advisory resolution to approve, on a non-binding basis,
the compensation of executives as disclosed in the
accompanying proxy statement.

Management

For

PFIZER INC.

Security

717081103

Meeting Type

Annual

Ticker Symbol

PFE

Meeting Date

25-Apr-2019

ISIN

US7170811035

Agenda

934942043 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Ronald E. Blaylock

Management

For

1b.

Election of Director: Albert Bourla

Management

For

1c.

Election of Director: W. Don Cornwell

Management

For

1d.

Election of Director: Joseph J. Echevarria

Management

For

1e.

Election of Director: Helen H. Hobbs

Management

For

1f.

Election of Director: James M. Kilts

Management

For

1g.

Election of Director: Dan R. Littman

Management

For

1h.

Election of Director: Shantanu Narayen

Management

For

1i.

Election of Director: Suzanne Nora Johnson

Management

For

1j.

Election of Director: Ian C. Read

Management

For

1k.

Election of Director: James C. Smith

Management

For

Ratify the selection of KPMG LLP as independent
registered public accounting firm for 2019

Management

For

2019 Advisory approval of executive compensation

Management

For

Approval of the Pfizer Inc. 2019 Stock Plan

Management

Against

Shareholder proposal regarding right to act by written
consent

Shareholder

Against

For

Shareholder proposal regarding report on lobbying
activities

Shareholder

Abstain

Against

Shareholder proposal regarding independent chair policy

Shareholder

Against

For

Shareholder proposal regarding integrating drug pricing
into executive compensation policies and programs

Shareholder

Abstain

Against

AT&T INC.

Security

00206R102

Meeting Type

Annual

Ticker Symbol

Meeting Date

26-Apr-2019

ISIN

US00206R1023

Agenda

934938082 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Randall L. Stephenson

Management

For

1b.

Election of Director: Samuel A. Di Piazza, Jr.

Management

For

1c.

Election of Director: Richard W. Fisher

Management

For

1d.

Election of Director: Scott T. Ford

Management

For

1e.

Election of Director: Glenn H. Hutchins

Management

For

1f.

Election of Director: William E. Kennard

Management

For

1g.

Election of Director: Michael B. McCallister

Management

For

1h.

Election of Director: Beth E. Mooney

Management

For

1i.

Election of Director: Matthew K. Rose

Management

For

1j.

Election of Director: Cynthia B. Taylor

Management

For

1k.

Election of Director: Laura D'Andrea Tyson

Management

For

1l.

Election of Director: Geoffrey Y. Yang

Management

For

Ratification of appointment of independent auditors.

Management

For

Advisory approval of executive compensation.

Management

For

Independent Chair.

Shareholder

Against

For

UNILEVER N.V.

Security

904784709

Meeting Type

Annual

Ticker Symbol

Meeting Date

01-May-2019

ISIN

US9047847093

Agenda

934955115 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To adopt the Annual Accounts and appropriation of the
profit for the 2018 financial year.

Management

For

To consider, and if thought fit, approve the Directors'
Remuneration Report.

Management

For

To discharge the Executive Directors in office in the 2018
financial year for the fulfilment of their task.

Management

For

To discharge the Non-Executive Directors in office in the
2018 financial year for the fulfilment of their task.

Management

For

To reappoint Mr N S Andersen as a Non-Executive
Director.

Management

For

To reappoint Mrs L M Cha as a Non-Executive Director.

Management

For

To reappoint Mr V Colao as a Non-Executive Director.

Management

For

To reappoint Dr. M Dekkers as a Non-Executive Director.

Management

For

10.

To reappoint Dr J Hartmann as a Non-Executive Director.

Management

For

11.

To reappoint Ms A Jung as a Non-Executive Director.

Management

For

12.

To reappoint Ms M Ma as a Non-Executive Director.

Management

For

13.

To reappoint Mr S Masiyiwa as a Non-Executive Director.

Management

For

14.

To reappoint Professor Y Moon as a Non-Executive
Director.

Management

For

15.

To reappoint Mr G Pitkethly as an Executive Director.

Management

For

16.

To reappoint Mr J Rishton as a Non-Executive Director.

Management

For

17.

To reappoint Mr F Sijbesma as a Non-Executive Director.

Management

For

18.

To appoint Mr A Jope as an Executive Director.

Management

For

19.

To appoint Mrs S Kilsby as a Non-Executive Director.

Management

For

20.

To appoint KPMG as the Auditor charged with the
auditing of the Annual Accounts for the 2019 financial
year.

Management

For

21.

To authorise the Board of Directors to purchase ordinary
shares and depositary receipts thereof in the share
capital of the Company.

Management

For

22.

To reduce the capital with respect to ordinary shares and
depositary receipts thereof held by the Company in its
own share capital.

Management

For

23.

To designate the Board of Directors as the company
body authorised to issue shares in the share capital of
the Company.

Management

For

24.

To designate the Board of Directors as the company
body authorised to restrict or exclude the statutory pre-
emption rights that accrue to shareholders upon issue of
shares for general corporate purposes.

Management

For

25.

To designate the Board of Directors as the company
body authorised to restrict or exclude the statutory pre-
emption rights that accrue to shareholders upon issue of
shares for acquisition purposes.

Management

For

UNILEVER N.V.

Security

904784709

Meeting Type

Annual

Ticker Symbol

Meeting Date

01-May-2019

ISIN

US9047847093

Agenda

934984673 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

To adopt the Annual Accounts and appropriation of the
profit for the 2018 financial year.

Management

For

To consider, and if thought fit, approve the Directors'
Remuneration Report.

Management

For

To discharge the Executive Directors in office in the 2018
financial year for the fulfilment of their task.

Management

For

To discharge the Non-Executive Directors in office in the
2018 financial year for the fulfilment of their task.

Management

For

To reappoint Mr N S Andersen as a Non-Executive
Director.

Management

For

To reappoint Mrs L M Cha as a Non-Executive Director.

Management

For

To reappoint Mr V Colao as a Non-Executive Director.

Management

For

To reappoint Dr. M Dekkers as a Non-Executive Director.

Management

For

10.

To reappoint Dr J Hartmann as a Non-Executive Director.

Management

For

11.

To reappoint Ms A Jung as a Non-Executive Director.

Management

For

12.

To reappoint Ms M Ma as a Non-Executive Director.

Management

For

13.

To reappoint Mr S Masiyiwa as a Non-Executive Director.

Management

For

14.

To reappoint Professor Y Moon as a Non-Executive
Director.

Management

For

15.

To reappoint Mr G Pitkethly as an Executive Director.

Management

For

16.

To reappoint Mr J Rishton as a Non-Executive Director.

Management

For

17.

To reappoint Mr F Sijbesma as a Non-Executive Director.

Management

For

18.

To appoint Mr A Jope as an Executive Director.

Management

For

19.

To appoint Mrs S Kilsby as a Non-Executive Director.

Management

For

20.

To appoint KPMG as the Auditor charged with the
auditing of the Annual Accounts for the 2019 financial
year.

Management

For

21.

To authorise the Board of Directors to purchase ordinary
shares and depositary receipts thereof in the share
capital of the Company.

Management

For

22.

To reduce the capital with respect to ordinary shares and
depositary receipts thereof held by the Company in its
own share capital.

Management

For

23.

To designate the Board of Directors as the company
body authorised to issue shares in the share capital of
the Company.

Management

For

24.

Management

For

25.

To designate the Board of Directors as the company
body authorised to restrict or exclude the statutory pre-
emption rights that accrue to shareholders upon issue of
shares for acquisition purposes.

Management

For

VERIZON COMMUNICATIONS INC.

Security

92343V104

Meeting Type

Annual

Ticker Symbol

Meeting Date

02-May-2019

ISIN

US92343V1044

Agenda

934943261 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Shellye L. Archambeau

Management

For

1b.

Election of Director: Mark T. Bertolini

Management

For

1c.

Election of Director: Vittorio Colao

Management

For

1d.

Election of Director: Melanie L. Healey

Management

For

1e.

Election of Director: Clarence Otis, Jr.

Management

For

1f.

Election of Director: Daniel H. Schulman

Management

For

1g.

Election of Director: Rodney E. Slater

Management

For

1h.

Election of Director: Kathryn A. Tesija

Management

For

1i.

Election of Director: Hans E. Vestberg

Management

For

1j.

Election of Director: Gregory G. Weaver

Management

For

Ratification of Appointment of Independent Registered
Public Accounting Firm

Management

For

Advisory Vote to Approve Executive Compensation

Management

For

Nonqualified Savings Plan Earnings

Shareholder

Against

For

Independent Chair

Shareholder

Against

For

Report on Online Child Exploitation

Shareholder

Abstain

Against

Cybersecurity and Data Privacy

Shareholder

Abstain

Against

Severance Approval Policy

Shareholder

Against

For

WELLTOWER INC.

Security

95040Q104

Meeting Type

Annual

Ticker Symbol

WELL

Meeting Date

02-May-2019

ISIN

US95040Q1040

Agenda

934949720 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Kenneth J. Bacon

Management

For

1b.

Election of Director: Thomas J. DeRosa

Management

For

1c.

Election of Director: Karen B. DeSalvo

Management

For

1d.

Election of Director: Jeffrey H. Donahue

Management

For

1e.

Election of Director: Timothy J. Naughton

Management

For

1f.

Election of Director: Sharon M. Oster

Management

For

1g.

Election of Director: Sergio D. Rivera

Management

For

1h.

Election of Director: Johnese M. Spisso

Management

For

1i.

Election of Director: Kathryn M. Sullivan

Management

For

1j.

Election of Director: R. Scott Trumbull

Management

For

1k.

Election of Director: Gary Whitelaw

Management

For

The ratification of the appointment of Ernst & Young LLP
as independent registered public accounting firm for the
fiscal year 2019.

Management

For

The approval, on an advisory basis, of the compensation
of our named executive officers as disclosed in the 2019
Proxy Statement.

Management

For

INVESCO MORTGAGE CAPITAL INC.

Security

46131B100

Meeting Type

Annual

Ticker Symbol

IVR

Meeting Date

03-May-2019

ISIN

US46131B1008

Agenda

934942384 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1.1

Election of Director: John S. Day

Management

For

1.2

Election of Director: Carolyn B. Handlon

Management

For

1.3

Election of Director: Edward J. Hardin

Management

For

1.4

Election of Director: James R. Lientz, Jr.

Management

For

1.5

Election of Director: Dennis P. Lockhart

Management

For

1.6

Election of Director: Gregory G. McGreevey

Management

For

1.7

Election of Director: Colin D. Meadows

Management

For

Advisory vote to approve Company's 2018 executive
compensation

Management

For

Approval of the Invesco Mortgage Capital Inc. 2009
Equity Incentive Plan as Amended and Restated

Management

For

Appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm
for 2019

Management

For

ELI LILLY AND COMPANY

Security

532457108

Meeting Type

Annual

Ticker Symbol

LLY

Meeting Date

06-May-2019

ISIN

US5324571083

Agenda

934940215 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of director for three-year term: R. Alvarez

Management

For

1b.

Election of director for three-year term: C. R. Bertozzi

Management

For

1c.

Election of director for three-year term: J. R. Luciano

Management

For

1d.

Election of director for three-year term: K. P. Seifert

Management

For

Approval, by non-binding vote, of the compensation paid
to the company's named executive officers.

Management

For

Ratification of Ernst & Young LLP as the principal
independent auditor for 2019.

Management

For

Approve amendments to the Articles of Incorporation to
eliminate the classified board structure.

Management

For

Approve amendments to the Articles of Incorporation to
eliminate all supermajority voting provisions.

Management

For

Shareholder proposal requesting a report regarding direct
and indirect political expenditures.

Shareholder

Abstain

Against

ELANCO ANIMAL HEALTH INCORPORATED

Security

28414H103

Meeting Type

Annual

Ticker Symbol

ELAN

Meeting Date

08-May-2019

ISIN

US28414H1032

Agenda

934988354 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Kapila K. Anand

Management

For

1b.

Election of Director: John P. Bilbrey

Management

For

1c.

Election of Director: R. David Hoover

Management

For

1d.

Election of Director: Lawrence E. Kurzius

Management

For

To ratify the appointment of Ernst & Young LLP as the
Company's principal independent auditor for 2019.

Management

For

To approve, by non-binding vote, the compensation of
the Company's named executive officers.

Management

For

To recommend, by non-binding vote, the frequency of
executive compensation votes.

Management

1 Year

For

INTEL CORPORATION

Security

458140100

Meeting Type

Annual

Ticker Symbol

INTC

Meeting Date

16-May-2019

ISIN

US4581401001

Agenda

934963679 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Aneel Bhusri

Management

For

1b.

Election of Director: Andy D. Bryant

Management

For

1c.

Election of Director: Reed E. Hundt

Management

For

1d.

Election of Director: Omar Ishrak

Management

For

1e.

Election of Director: Risa Lavizzo-Mourey

Management

For

1f.

Election of Director: Tsu-Jae King Liu

Management

For

1g.

Election of Director: Gregory D. Smith

Management

For

1h.

Election of Director: Robert ("Bob") H. Swan

Management

For

1i.

Election of Director: Andrew Wilson

Management

For

1j.

Election of Director: Frank D. Yeary

Management

For

Ratification of selection of Ernst & Young LLP as our
independent registered public accounting firm for 2019

Management

For

Advisory vote to approve executive compensation of our
listed officers

Management

For

Approval of amendment and restatement of the 2006
Equity Incentive Plan

Management

For

Stockholder proposal on whether to allow stockholders to
act by written consent, if properly presented

Shareholder

Against

For

Stockholder proposal requesting a report on the risks
associated with emerging public policies addressing the
gender pay gap, if properly presented

Shareholder

Abstain

Against

Stockholder proposal requesting an annual advisory vote
on political contributions, if properly presented

Shareholder

Abstain

Against

CROWN CASTLE INTERNATIONAL CORP

Security

22822V101

Meeting Type

Annual

Ticker Symbol

CCI

Meeting Date

16-May-2019

ISIN

US22822V1017

Agenda

934969330 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: P. Robert Bartolo

Management

For

1b.

Election of Director: Jay A. Brown

Management

For

1c.

Election of Director: Cindy Christy

Management

For

1d.

Election of Director: Ari Q. Fitzgerald

Management

For

1e.

Election of Director: Robert E. Garrison II

Management

For

1f.

Election of Director: Andrea J. Goldsmith

Management

For

1g.

Election of Director: Lee W. Hogan

Management

For

1h.

Election of Director: Edward C. Hutcheson, Jr.

Management

For

1i.

Election of Director: J. Landis Martin

Management

For

1j.

Election of Director: Robert F. McKenzie

Management

For

1k.

Election of Director: Anthony J. Melone

Management

For

1l.

Election of Director: W. Benjamin Moreland

Management

For

The ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent registered public accountants for fiscal year
2019.

Management

For

The non-binding, advisory vote to approve the
compensation of the Company's named executive
officers.

Management

For

SBA COMMUNICATIONS CORPORATION

Security

78410G104

Meeting Type

Annual

Ticker Symbol

SBAC

Meeting Date

16-May-2019

ISIN

US78410G1040

Agenda

934969695 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1.1

Election of Director for a three-year term: Kevin L. Beebe

Management

For

1.2

Election of Director for a three-year term: Jack Langer

Management

For

1.3

Election of Director for a three-year term: Jeffrey A.
Stoops

Management

For

Ratification of the appointment of Ernst & Young LLP as
SBA's independent registered public accounting firm for
the 2019 fiscal year.

Management

For

Approval, on an advisory basis, of the compensation of
SBA's named executive officers.

Management

For

AMERICAN TOWER CORPORATION

Security

03027X100

Meeting Type

Annual

Ticker Symbol

AMT

Meeting Date

21-May-2019

ISIN

US03027X1000

Agenda

934978860 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Raymond P. Dolan

Management

For

1b.

Election of Director: Robert D. Hormats

Management

For

1c.

Election of Director: Gustavo Lara Cantu

Management

For

1d.

Election of Director: Grace D. Lieblein

Management

For

1e.

Election of Director: Craig Macnab

Management

For

1f.

Election of Director: JoAnn A. Reed

Management

For

1g.

Election of Director: Pamela D.A. Reeve

Management

For

1h.

Election of Director: David E. Sharbutt

Management

For

1i.

Election of Director: James D. Taiclet

Management

For

1j.

Election of Director: Samme L. Thompson

Management

For

To ratify the selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm
for 2019.

Management

For

To approve, on an advisory basis, the Company's
executive compensation.

Management

For

To adopt a policy requiring an independent Board
Chairman.

Shareholder

Against

For

To require periodic reports on political contributions and
expenditures.

Shareholder

Abstain

Against

B&G FOODS, INC.

Security

05508R106

Meeting Type

Annual

Ticker Symbol

BGS

Meeting Date

21-May-2019

ISIN

US05508R1068

Agenda

934983277 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1.1

Election of Director: DeAnn L. Brunts

Management

For

1.2

Election of Director: Charles F. Marcy

Management

For

1.3

Election of Director: Robert D. Mills

Management

For

1.4

Election of Director: Dennis M. Mullen

Management

For

1.5

Election of Director: Cheryl M. Palmer

Management

For

1.6

Election of Director: Alfred Poe

Management

For

1.7

Election of Director: Kenneth G. Romanzi

Management

For

1.8

Election of Director: Stephen C. Sherrill

Management

For

1.9

Election of Director: David L. Wenner

Management

For

Approval, by non-binding advisory vote, of executive
compensation.

Management

For

Ratification of appointment of KPMG LLP as independent
registered public accounting firm.

Management

For

PAYPAL HOLDINGS, INC.

Security

70450Y103

Meeting Type

Annual

Ticker Symbol

PYPL

Meeting Date

22-May-2019

ISIN

US70450Y1038

Agenda

934983316 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Rodney C. Adkins

Management

For

1b.

Election of Director: Wences Casares

Management

For

1c.

Election of Director: Jonathan Christodoro

Management

For

1d.

Election of Director: John J. Donahoe

Management

For

1e.

Election of Director: David W. Dorman

Management

For

1f.

Election of Director: Belinda J. Johnson

Management

For

1g.

Election of Director: Gail J. McGovern

Management

For

1h.

Election of Director: Deborah M. Messemer

Management

For

1i.

Election of Director: David M. Moffett

Management

For

1j.

Election of Director: Ann M. Sarnoff

Management

For

1k.

Election of Director: Daniel H. Schulman

Management

For

1l.

Election of Director: Frank D. Yeary

Management

For

Advisory vote to approve named executive officer
compensation.

Management

For

Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditor
for 2019.

Management

For

Stockholder proposal regarding political disclosure.

Shareholder

Abstain

Against

Stockholder proposal regarding human and indigenous
peoples' rights.

Shareholder

Abstain

Against

SYNCHRONY FINANCIAL

Security

87165B103

Meeting Type

Annual

Ticker Symbol

SYF

Meeting Date

23-May-2019

ISIN

US87165B1035

Agenda

934975787 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Margaret M. Keane

Management

For

1b.

Election of Director: Paget L. Alves

Management

For

1c.

Election of Director: Arthur W. Coviello, Jr.

Management

For

1d.

Election of Director: William W. Graylin

Management

For

1e.

Election of Director: Roy A. Guthrie

Management

For

1f.

Election of Director: Richard C. Hartnack

Management

For

1g.

Election of Director: Jeffrey G. Naylor

Management

For

1h.

Election of Director: Laurel J. Richie

Management

For

1i.

Election of Director: Olympia J. Snowe

Management

For

1j.

Election of Director: Ellen M. Zane

Management

For

Advisory Vote to Approve Named Executive Officer
Compensation

Management

For

Ratification of Selection of KPMG LLP as Independent
Registered Public Accounting Firm of the Company for
2019

Management

For

MERCK & CO., INC.

Security

58933Y105

Meeting Type

Annual

Ticker Symbol

MRK

Meeting Date

28-May-2019

ISIN

US58933Y1055

Agenda

934988328 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: Leslie A. Brun

Management

For

1b.

Election of Director: Thomas R. Cech

Management

For

1c.

Election of Director: Mary Ellen Coe

Management

For

1d.

Election of Director: Pamela J. Craig

Management

For

1e.

Election of Director: Kenneth C. Frazier

Management

For

1f.

Election of Director: Thomas H. Glocer

Management

For

1g.

Election of Director: Rochelle B. Lazarus

Management

For

1h.

Election of Director: Paul B. Rothman

Management

For

1i.

Election of Director: Patricia F. Russo

Management

For

1j.

Election of Director: Inge G. Thulin

Management

For

1k.

Election of Director: Wendell P. Weeks

Management

For

1l.

Election of Director: Peter C. Wendell

Management

For

Non-binding advisory vote to approve the compensation
of our named executive officers.

Management

For

Proposal to adopt the 2019 Incentive Stock Plan.

Management

For

Ratification of the appointment of the Company's
independent registered public accounting firm for 2019.

Management

For

Shareholder proposal concerning an independent board
chairman.

Shareholder

Against

For

Shareholder proposal concerning executive incentives
and stock buybacks.

Shareholder

Against

For

Shareholder proposal concerning drug pricing.

Shareholder

Abstain

Against

CHEVRON CORPORATION

Security

166764100

Meeting Type

Annual

Ticker Symbol

CVX

Meeting Date

29-May-2019

ISIN

US1667641005

Agenda

934993088 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Director: W. M. Austin

Management

For

1b.

Election of Director: J. B. Frank

Management

For

1c.

Election of Director: A. P. Gast

Management

For

1d.

Election of Director: E. Hernandez, Jr.

Management

For

1e.

Election of Director: C. W. Moorman IV

Management

For

1f.

Election of Director: D. F. Moyo

Management

For

1g.

Election of Director: D. Reed-Klages

Management

For

1h.

Election of Director: R. D. Sugar

Management

For

1i.

Election of Director: I. G. Thulin

Management

For

1j.

Election of Director: D. J. Umpleby III

Management

For

1k.

Election of Director: M. K. Wirth

Management

For

Ratification of Appointment of PwC as Independent
Registered Public Accounting Firm

Management

For

Advisory Vote to Approve Named Executive Officer
Compensation

Management

For

Report on Human Right to Water

Shareholder

Abstain

Against

Report on Reducing Carbon Footprint

Shareholder

Abstain

Against

Create a Board Committee on Climate Change

Shareholder

Against

For

Adopt Policy for an Independent Chairman

Shareholder

Against

For

Set Special Meeting Threshold at 10%

Shareholder

Against

For

EQUINIX, INC.

Security

29444U700

Meeting Type

Annual

Ticker Symbol

EQIX

Meeting Date

30-May-2019

ISIN

US29444U7000

Agenda

935002270 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Thomas Bartlett

For

Nanci Caldwell

For

Gary Hromadko

For

Scott Kriens

For

William Luby

For

Irving Lyons, III

For

Charles Meyers

For

Christopher Paisley

For

Peter Van Camp

For

To approve, by a non-binding advisory vote, the
compensation of Equinix's named executive officers.

Management

For

To approve the Equinix French Sub-plan under Equinix's
2000 Equity Incentive Plan.

Management

For

To ratify the appointment of PricewaterhouseCoopers
LLP as Equinix's independent registered public
accounting firm for the fiscal year ending December 31,
2019.

Management

For

Stockholder proposal related to political contributions.

Shareholder

Abstain

Against

ALLIANCE DATA SYSTEMS CORPORATION

Security

018581108

Meeting Type

Annual

Ticker Symbol

ADS

Meeting Date

04-Jun-2019

ISIN

US0185811082

Agenda

935002054 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1.1

Election of Director: Bruce K. Anderson

Management

For

1.2

Election of Director: Roger H. Ballou

Management

For

1.3

Election of Director: Kelly J. Barlow

Management

For

1.4

Election of Director: Edward J. Heffernan

Management

For

1.5

Election of Director: Kenneth R. Jensen

Management

For

1.6

Election of Director: Robert A. Minicucci

Management

For

1.7

Election of Director: Timothy J. Theriault

Management

For

1.8

Election of Director: Laurie A. Tucker

Management

For

1.9

Election of Director: Sharen J. Turney

Management

For

Advisory vote to approve executive compensation.

Management

For

Ratification of the selection of Deloitte & Touche LLP as
the independent registered public accounting firm of
Alliance Data Systems Corporation for 2019.

Management

For

PROOFPOINT, INC.

Security

743424103

Meeting Type

Annual

Ticker Symbol

PFPT

Meeting Date

06-Jun-2019

ISIN

US7434241037

Agenda

934990929 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

1a.

Election of Class I Director: Scott Herren

Management

For

1b.

Election of Class I Director: Michael Johnson

Management

For

1c.

Election of Class I Director: Richard Wallace

Management

For

To approve an amendment to our 2012 Equity Incentive
Plan to increase the number of shares of stock
authorized for issuance thereunder and to make certain
other changes to the plan.

Management

Against

To approve, on a non-binding advisory basis, the
compensation of our named executive officers.

Management

For

To recommend, on a non-binding advisory basis, the
frequency of future stockholder advisory votes to approve
the compensation of our named executive officers.

Management

1 Year

For

To ratify the appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2019.

Management

For

T-MOBILE US, INC.

Security

872590104

Meeting Type

Annual

Ticker Symbol

TMUS

Meeting Date

13-Jun-2019

ISIN

US8725901040

Agenda

935011130 - Management

Item

Proposal

Proposed
by

Vote

For/Against
Management

DIRECTOR

Management

Srikant M. Datar

For

Srini Gopalan

For

Lawrence H. Guffey

For

Timotheus Höttges

For

Christian P. Illek

For

Bruno Jacobfeuerborn

For

Raphael Kübler

For

Thorsten Langheim

For

John J. Legere

For

G. Michael Sievert

For

Teresa A. Taylor

For

Kelvin R. Westbrook

For

Ratification of the Appointment of
PricewaterhouseCoopers LLP as the Company's
Independent Registered Public Accounting Firm for Fiscal
Year 2019.

Management

For

Stockholder Proposal for Limitations on Accelerated
Vesting of Equity Awards in the Event of a Change of
Control.

Shareholder

Against

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

Ellsworth Growth and Income Fund Ltd.

By (Signature and Title)*	/s/ James A. Dinsmore
	James A. Dinsmore, Principal Executive Officer

Date	August 23, 2019

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

Ellsworth Growth and Income Fund (ECF) N-PXAnnual report of proxy voting record