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 811-1596
FPA Capital Fund, Inc.
(Exact name of registrant as specified in charter)
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| 11601 Wilshire Blvd., Ste. 1200, Los Angeles, CA |
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| J. Richard Atwood, President |
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| FPA Capital Fund, Inc. |
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| 11601 Wilshire Blvd., Ste. 1200, Los Angeles, CA 90025 |
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| (Name and address of agent for service) |
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Registrant’s telephone number, including area code: 310-473-0225
Date of fiscal year end: 3/31
Date of reporting period: 7/1/14 to 6/30/15
Item 1. Proxy Voting Record.
============================ FPA Capital Fund, Inc. ============================
AARON'S, INC.
Ticker: AAN Security ID: 002535300
Meeting Date: MAY 06, 2015 Meeting Type: Annual
Record Date: MAR 26, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Matthew E. Avril For For Management
1.2 Elect Director Leo Benatar For For Management
1.3 Elect Director Kathy T. Betty For For Management
1.4 Elect Director Brian R. Kahn For For Management
1.5 Elect Director H. Eugene Lockhart For For Management
1.6 Elect Director John W. Robinson, III For For Management
1.7 Elect Director Ray M. Robinson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Approve Omnibus Stock Plan For For Management
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AGCO CORPORATION
Ticker: AGCO Security ID: 001084102
Meeting Date: APR 23, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roy V. Armes For For Management
1.2 Elect Director Michael C. Arnold For For Management
1.3 Elect Director P. George Benson For For Management
1.4 Elect Director Wolfgang Deml For For Management
1.5 Elect Director Luiz F. Furlan For For Management
1.6 Elect Director George E. Minnich For For Management
1.7 Elect Director Martin H. Richenhagen For For Management
1.8 Elect Director Gerald L. Shaheen For For Management
1.9 Elect Director Mallika Srinivasan For For Management
1.10 Elect Director Hendrikus Visser For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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ARRIS GROUP, INC.
Ticker: ARRS Security ID: 04270V106
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alex B. Best For For Management
1.2 Elect Director Harry L. Bosco For For Management
1.3 Elect Director J. Timothy Bryan For For Management
1.4 Elect Director James A. Chiddix For For Management
1.5 Elect Director Andrew T. Heller For For Management
1.6 Elect Director Jeong H. Kim For For Management
1.7 Elect Director Robert J. Stanzione For For Management
1.8 Elect Director Doreen A. Toben For For Management
1.9 Elect Director Debora J. Wilson For For Management
1.10 Elect Director David A. Woodle For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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ARROW ELECTRONICS, INC.
Ticker: ARW Security ID: 042735100
Meeting Date: MAY 21, 2015 Meeting Type: Annual
Record Date: MAR 25, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry W. Perry For For Management
1.2 Elect Director Philip K. Asherman For For Management
1.3 Elect Director Gail E. Hamilton For For Management
1.4 Elect Director John N. Hanson For For Management
1.5 Elect Director Richard S. Hill For For Management
1.6 Elect Director M.F. (Fran) Keeth For For Management
1.7 Elect Director Andrew C. Kerin For For Management
1.8 Elect Director Michael J. Long For For Management
1.9 Elect Director Stephen C. Patrick For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ATWOOD OCEANICS, INC.
Ticker: ATW Security ID: 050095108
Meeting Date: FEB 18, 2015 Meeting Type: Annual
Record Date: DEC 19, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Deborah A. Beck For For Management
1.2 Elect Director George S. Dotson For For Management
1.3 Elect Director Jack E. Golden For For Management
1.4 Elect Director Hans Helmerich For For Management
1.5 Elect Director Jeffrey A. Miller For For Management
1.6 Elect Director James R. Montague For For Management
1.7 Elect Director Robert J. Saltiel For For Management
1.8 Elect Director Phil D. Wedemeyer For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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AVNET, INC.
Ticker: AVT Security ID: 053807103
Meeting Date: NOV 06, 2014 Meeting Type: Annual
Record Date: SEP 08, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William J. Amelio For For Management
1b Elect Director J. Veronica Biggins For For Management
1c Elect Director Michael A. Bradley For For Management
1d Elect Director R. Kerry Clark For For Management
1e Elect Director Richard Hamada For For Management
1f Elect Director James A. Lawrence For For Management
1g Elect Director Avid Modjtabai For For Management
1h Elect Director Ray M. Robinson For For Management
1i Elect Director William H. Schumann III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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CENTENE CORPORATION
Ticker: CNC Security ID: 15135B101
Meeting Date: APR 28, 2015 Meeting Type: Annual
Record Date: FEB 27, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert K. Ditmore For For Management
1.2 Elect Director Frederick H. Eppinger For For Management
1.3 Elect Director David L. Steward For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
4 Adopt the Jurisdiction of For For Management
Incorporation as the Exclusive Forum
for Certain Disputes
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CIMAREX ENERGY CO.
Ticker: XEC Security ID: 171798101
Meeting Date: MAY 14, 2015 Meeting Type: Annual
Record Date: MAR 18, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph R. Albi For For Management
1.2 Elect Director Michael J. Sullivan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
4 Proxy Access Against For Shareholder
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CUBIC CORPORATION
Ticker: CUB Security ID: 229669106
Meeting Date: FEB 24, 2015 Meeting Type: Annual
Record Date: DEC 31, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Walter C. Zable For For Management
1.2 Elect Director Bruce G. Blakley For For Management
1.3 Elect Director Bradley H. Feldmann For For Management
1.4 Elect Director Edwin A. Guiles For For Management
1.5 Elect Director Steven J. Norris For For Management
1.6 Elect Director Robert S. Sullivan For For Management
1.7 Elect Director John H. Warner, Jr. For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Ratify Ernst & Young LLP as Auditors For For Management
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DANA HOLDING CORPORATION
Ticker: DAN Security ID: 235825205
Meeting Date: APR 30, 2015 Meeting Type: Annual
Record Date: MAR 02, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Virginia A. Kamsky For For Management
1.2 Elect Director Terrence J. Keating For For Management
1.3 Elect Director R. Bruce McDonald For For Management
1.4 Elect Director Joseph C. Muscari For For Management
1.5 Elect Director Mark A. Schulz For For Management
1.6 Elect Director Keith E. Wandell For For Management
1.7 Elect Director Roger J. Wood For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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DEVRY EDUCATION GROUP INC.
Ticker: DV Security ID: 251893103
Meeting Date: NOV 06, 2014 Meeting Type: Annual
Record Date: SEP 11, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Christopher B. Begley For For Management
1.2 Elect Director David S. Brown For For Management
1.3 Elect Director Fernando Ruiz For For Management
1.4 Elect Director Lisa W. Wardell For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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FOOT LOCKER, INC.
Ticker: FL Security ID: 344849104
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 23, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Maxine Clark For For Management
1b Elect Director Alan D. Feldman For For Management
1c Elect Director Jarobin Gilbert Jr. For For Management
1d Elect Director Richard A. Johnson For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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INTERDIGITAL, INC.
Ticker: IDCC Security ID: 45867G101
Meeting Date: JUN 10, 2015 Meeting Type: Annual
Record Date: APR 14, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey K. Belk For For Management
1b Elect Director S. Douglas Hutcheson For For Management
1c Elect Director John A. Kritzmacher For For Management
1d Elect Director William J. Merritt For For Management
1e Elect Director Kai O. Oistamo For For Management
1f Elect Director Jean F. Rankin For For Management
1g Elect Director Robert S. Roath For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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MAGELLAN HEALTH, INC.
Ticker: MGLN Security ID: 559079207
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 31, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Eran Broshy For For Management
1.2 Elect Director Kay Coles James For For Management
1.3 Elect Director Mary F. Sammons For For Management
1.4 Elect Director John O. Agwunobi For For Management
2 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
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OSHKOSH CORPORATION
Ticker: OSK Security ID: 688239201
Meeting Date: FEB 03, 2015 Meeting Type: Annual
Record Date: DEC 05, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard M. Donnelly For For Management
1.2 Elect Director Peter B. Hamilton For For Management
1.3 Elect Director Kathleen J. Hempel For For Management
1.4 Elect Director Leslie F. Kenne For For Management
1.5 Elect Director Stephen D. Newlin For For Management
1.6 Elect Director Craig P. Omtvedt For For Management
1.7 Elect Director Duncan J. Palmer For For Management
1.8 Elect Director John S. Shiely For For Management
1.9 Elect Director Richard G. Sim For For Management
1.10 Elect Director Charles L. Szews For For Management
1.11 Elect Director William S. Wallace For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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RELIANCE STEEL & ALUMINUM CO.
Ticker: RS Security ID: 759509102
Meeting Date: MAY 20, 2015 Meeting Type: Annual
Record Date: MAR 31, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Sarah J. Anderson For For Management
1.2 Elect Director John G. Figueroa For For Management
1.3 Elect Director Thomas W. Gimbel For For Management
1.4 Elect Director David H. Hannah For For Management
1.5 Elect Director Douglas M. Hayes For For Management
1.6 Elect Director Mark V. Kaminski For For Management
1.7 Elect Director Gregg J. Mollins For For Management
1.8 Elect Director Andrew G. Sharkey, III For For Management
1.9 Elect Director Leslie A. Waite For For Management
2 Change State of Incorporation from For For Management
California to Delaware
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5 Require Independent Board Chairman Against Against Shareholder
6 Ratify KPMG LLP as Auditors For For Management
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ROSETTA RESOURCES INC.
Ticker: ROSE Security ID: 777779307
Meeting Date: MAY 15, 2015 Meeting Type: Annual
Record Date: MAR 19, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James E. Craddock For For Management
1.2 Elect Director Matthew D. Fitzgerald For For Management
1.3 Elect Director Philip L. Frederickson For For Management
1.4 Elect Director Carin S. Knickel For For Management
1.5 Elect Director Holli C. Ladhani For For Management
1.6 Elect Director Donald D. Patteson, Jr. For For Management
1.7 Elect Director Jerry R. Schuyler For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: AUG 15, 2014 Meeting Type: Special
Record Date: JUN 19, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Capital Reduction For For Management
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ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: MAY 01, 2015 Meeting Type: Annual
Record Date: MAR 03, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Thomas P. Burke as Director For For Management
1b Elect William T. Fox, III as Director For For Management
1c Elect Graham Hearne as Director For For Management
1d Elect Thomas R. Hix as Director For For Management
1e Elect Suzanne P. Nimocks as Director For For Management
1f Elect P. Dexter Peacock as Director For For Management
1g Elect John J. Quicke as Director For For Management
1h Elect W. Matt Ralls as Director For For Management
1i Elect Tore I. Sandvold as Director For For Management
2 Ratify Deloitte & Touche LLP as U.S. For For Management
Auditors
3 Reappoint Deloitte LLP as U.K. Auditors For For Management
4 Authorize the Audit Committee to Fix For For Management
Remuneration of Auditors
5 Approve Remuneration Report For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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SM ENERGY COMPANY
Ticker: SM Security ID: 78454L100
Meeting Date: MAY 19, 2015 Meeting Type: Annual
Record Date: MAR 20, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry W. Bickle For For Management
1.2 Elect Director Stephen R. Brand For For Management
1.3 Elect Director William J. Gardiner For For Management
1.4 Elect Director Loren M. Leiker For For Management
1.5 Elect Director Javan D. Ottoson For For Management
1.6 Elect Director Ramiro G. Peru For For Management
1.7 Elect Director Julio M. Quintana For For Management
1.8 Elect Director Rose M. Robeson For For Management
1.9 Elect Director William D. Sullivan For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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THE BABCOCK & WILCOX COMPANY
Ticker: BWC Security ID: 05615F102
Meeting Date: MAY 01, 2015 Meeting Type: Annual
Record Date: MAR 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jan A. Bertsch For For Management
1.2 Elect Director Thomas A. Christopher For For Management
1.3 Elect Director Stephen G. Hanks For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Deloitte & Touche LLP as For For Management
Auditors
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TRINITY INDUSTRIES, INC.
Ticker: TRN Security ID: 896522109
Meeting Date: MAY 04, 2015 Meeting Type: Annual
Record Date: MAR 13, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John L. Adams For For Management
1.2 Elect Director Rhys J. Best For For Management
1.3 Elect Director David W. Biegler For For Management
1.4 Elect Director Antonio Carrillo For For Management
1.5 Elect Director Leldon E. Echols For For Management
1.6 Elect Director Ronald J. Gafford For For Management
1.7 Elect Director Adrian Lajous For For Management
1.8 Elect Director Charles W. Matthews For For Management
1.9 Elect Director Douglas L. Rock For For Management
1.10 Elect Director Dunia A. Shive For For Management
1.11 Elect Director Timothy R. Wallace For For Management
2 Amend Omnibus Stock Plan For For Management
3 Increase Authorized Common Stock For For Management
4 Adjust Par Value of Common Stock For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Ratify Ernst & Young LLP as Auditors For For Management
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VEECO INSTRUMENTS INC.
Ticker: VECO Security ID: 922417100
Meeting Date: MAY 13, 2015 Meeting Type: Annual
Record Date: MAR 16, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard A. D'Amore For For Management
1.2 Elect Director Keith D. Jackson For For Management
1.3 Elect Director Susan Wang For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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WESTERN DIGITAL CORPORATION
Ticker: WDC Security ID: 958102105
Meeting Date: NOV 05, 2014 Meeting Type: Annual
Record Date: SEP 09, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kathleen A. Cote For For Management
1b Elect Director Henry T. DeNero For For Management
1c Elect Director Michael D. Lambert For For Management
1d Elect Director Len J. Lauer For For Management
1e Elect Director Matthew E. Massengill For For Management
1f Elect Director Stephen D. Milligan For For Management
1g Elect Director Thomas E. Pardun For For Management
1h Elect Director Paula A. Price For For Management
1i Elect Director Masahiro Yamamura For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
========== END NPX REPORT
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.
FPA CAPITAL FUND, INC. |
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By: | /s/ J. Richard Atwood |
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| J. Richard Atwood |
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| President |
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Date: | August 26, 2015 |
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