******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-01596
Reporting Period: 07/01/2015 - 06/30/2016
FPA CAPITAL FUND INC
============================ FPA Capital Fund, Inc. ============================
AARON'S, INC.
Ticker: AAN Security ID: 002535300
Meeting Date: MAY 04, 2016 Meeting Type: Annual
Record Date: MAR 24, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Matthew E. Avril For For Management
1.2 Elect Director Kathy T. Betty For For Management
1.3 Elect Director Douglas C. Curling For For Management
1.4 Elect Director Cynthia N. Day For For Management
1.5 Elect Director Curtis L. Doman For For Management
1.6 Elect Director Walter G. Ehmer For For Management
1.7 Elect Director Hubert L. Harris, Jr. For For Management
1.8 Elect Director John W. Robinson, III For For Management
1.9 Elect Director Ray M. Robinson For For Management
1.10 Elect Director Robert H. Yanker 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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AGCO CORPORATION
Ticker: AGCO Security ID: 001084102
Meeting Date: APR 28, 2016 Meeting Type: Annual
Record Date: MAR 18, 2016
# 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 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Ratify KPMG LLP as Auditors For For Management
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APOLLO EDUCATION GROUP, INC.
Ticker: APOL Security ID: 037604105
Meeting Date: MAY 06, 2016 Meeting Type: Special
Record Date: APR 11, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Against Management
2 Advisory Vote on Golden Parachutes For For Management
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ARRIS GROUP, INC.
Ticker: ARRS Security ID: 04270V106
Meeting Date: OCT 21, 2015 Meeting Type: Special
Record Date: SEP 10, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Advisory Vote on Golden Parachutes For For Management
3 Adjourn Meeting For For Management
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ARRIS INTERNATIONAL PLC
Ticker: ARRS Security ID: G0551A103
Meeting Date: MAY 11, 2016 Meeting Type: Annual
Record Date: MAR 14, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alex B. Best For For Management
1.2 Elect Director J. Timothy Bryan For For Management
1.3 Elect Director James A. Chiddix For For Management
1.4 Elect Director Andrew T. Heller For For Management
1.5 Elect Director Jeong Kim For For Management
1.6 Elect Director Robert J. Stanzione For For Management
1.7 Elect Director Doreen A. Toben For For Management
1.8 Elect Director Debora J. Wilson For For Management
1.9 Elect Director David A. Woodle For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Appoint Ernst & Young LLP as Statutory For For Management
Auditors
4 Authorize Board to Fix Remuneration of For For Management
Auditors
5 Approve Omnibus Stock Plan For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Accept Financial Statements and For For Management
Statutory Reports
8 Amend Articles of Association For For Management
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ARROW ELECTRONICS, INC.
Ticker: ARW Security ID: 042735100
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 14, 2016
# 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 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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AVNET, INC.
Ticker: AVT Security ID: 053807103
Meeting Date: NOV 12, 2015 Meeting Type: Annual
Record Date: SEP 15, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Rodney C. Adkins For For Management
1b Elect Director William J. Amelio For For Management
1c Elect Director J. Veronica Biggins For For Management
1d Elect Director Michael A. Bradley For For Management
1e Elect Director R. Kerry Clark For For Management
1f Elect Director Richard P. Hamada For For Management
1g Elect Director James A. Lawrence For For Management
1h Elect Director Avid Modjtabai For For Management
1i Elect Director Ray M. Robinson For For Management
1j Elect Director William H. Schumann, III 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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BABCOCK & WILCOX ENTERPRISES, INC.
Ticker: BW Security ID: 05614L100
Meeting Date: MAY 06, 2016 Meeting Type: Annual
Record Date: MAR 11, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Cynthia S. Dubin For For Management
1.2 Elect Director Brian K. Ferraioli For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
5 Amend Omnibus Stock Plan For For Management
6 Amend Executive Incentive Bonus Plan For For Management
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BARNES & NOBLE, INC.
Ticker: BKS Security ID: 067774109
Meeting Date: OCT 15, 2015 Meeting Type: Annual
Record Date: AUG 19, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Scott S. Cowen For For Management
1.2 Elect Director William Dillard, II For For Management
1.3 Elect Director Patricia L. Higgins 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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CIMAREX ENERGY CO.
Ticker: XEC Security ID: 171798101
Meeting Date: MAY 12, 2016 Meeting Type: Annual
Record Date: MAR 16, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lisa A. Stewart For For Management
1.2 Elect Director Hans Helmerich For For Management
1.3 Elect Director Harold R. Logan, Jr. For For Management
1.4 Elect Director Monroe W. Robertson 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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CUBIC CORPORATION
Ticker: CUB Security ID: 229669106
Meeting Date: FEB 22, 2016 Meeting Type: Annual
Record Date: DEC 31, 2015
# 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 Janice M. Hamby For For Management
1.6 Elect Director Steven J. Norris For For Management
1.7 Elect Director Robert S. Sullivan For For Management
1.8 Elect Director John H. Warner, Jr. For For Management
2 Amend Articles For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For Management
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DANA HOLDING CORPORATION
Ticker: DAN Security ID: 235825205
Meeting Date: APR 28, 2016 Meeting Type: Annual
Record Date: MAR 01, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James K. Kamsickas For For Management
1.2 Elect Director Virginia A. Kamsky For For Management
1.3 Elect Director Terrence J. Keating For For Management
1.4 Elect Director R. Bruce McDonald For For Management
1.5 Elect Director Joseph C. Muscari For For Management
1.6 Elect Director Mark A. Schulz For For Management
1.7 Elect Director Keith E. Wandell For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Adopt Proxy Access Right Against For Shareholder
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DEVRY EDUCATION GROUP INC.
Ticker: DV Security ID: 251893103
Meeting Date: NOV 05, 2015 Meeting Type: Annual
Record Date: SEP 24, 2015
# 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 Daniel M. Hamburger For For Management
1.4 Elect Director Lyle Logan For For Management
1.5 Elect Director Alan G. Merten For For Management
1.6 Elect Director Fernando Ruiz For For Management
1.7 Elect Director Ronald L. Taylor For For Management
1.8 Elect Director Lisa W. Wardell For For Management
1.9 Elect Director James D. White For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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 18, 2016 Meeting Type: Annual
Record Date: MAR 21, 2016
# 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
1e Elect Director Guillermo G. Marmol For For Management
1f Elect Director Dona D. Young For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
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HELMERICH & PAYNE, INC.
Ticker: HP Security ID: 423452101
Meeting Date: MAR 02, 2016 Meeting Type: Annual
Record Date: JAN 08, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William L. Armstrong For For Management
1b Elect Director Randy A. Foutch For For Management
1c Elect Director Hans Helmerich For For Management
1d Elect Director John W. Lindsay For For Management
1e Elect Director Paula Marshall For For Management
1f Elect Director Thomas A. Petrie For For Management
1g Elect Director Donald F. Robillard, Jr. For For Management
1h Elect Director Francis Rooney For For Management
1i Elect Director Edward B. Rust, Jr. For For Management
1j Elect Director John D. Zeglis 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
4 Approve Omnibus Stock Plan For For Management
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HOUGHTON MIFFLIN HARCOURT COMPANY
Ticker: HMHC Security ID: 44157R109
Meeting Date: MAY 17, 2016 Meeting Type: Annual
Record Date: MAR 22, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director L. Gordon Crovitz For For Management
1.2 Elect Director Lawrence K. Fish For For Management
1.3 Elect Director Jill A. Greenthal For For Management
1.4 Elect Director John F. Killian For For Management
1.5 Elect Director John R. McKernan, Jr. For For Management
1.6 Elect Director E. Rogers Novak, Jr. For For Management
1.7 Elect Director Linda K. Zecher 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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INTERDIGITAL, INC.
Ticker: IDCC Security ID: 45867G101
Meeting Date: JUN 08, 2016 Meeting Type: Annual
Record Date: APR 12, 2016
# 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
1h Elect Director Philip P. Trahanas 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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NOBLE ENERGY, INC.
Ticker: NBL Security ID: 655044105
Meeting Date: APR 26, 2016 Meeting Type: Annual
Record Date: FEB 26, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey L. Berenson For For Management
1b Elect Director Michael A. Cawley For For Management
1c Elect Director Edward F. Cox For For Management
1d Elect Director James E. Craddock For Against Management
1e Elect Director Thomas J. Edelman For For Management
1f Elect Director Eric P. Grubman For For Management
1g Elect Director Kirby L. Hedrick For For Management
1h Elect Director David L. Stover For For Management
1i Elect Director Scott D. Urban For For Management
1j Elect Director William T. Van Kleef For For Management
1k Elect Director Molly K. Williamson For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Proxy Access Against For Shareholder
5 Report on Impacts of and Plans to Against Against Shareholder
Align with Global Climate Change Policy
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OSHKOSH CORPORATION
Ticker: OSK Security ID: 688239201
Meeting Date: FEB 02, 2016 Meeting Type: Annual
Record Date: DEC 11, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith J. Allman For For Management
1.2 Elect Director Richard M. Donnelly For For Management
1.3 Elect Director Peter B. Hamilton For For Management
1.4 Elect Director Wilson R. Jones For For Management
1.5 Elect Director Leslie F. Kenne For For Management
1.6 Elect Director Steven C. Mizell For For Management
1.7 Elect Director Stephen D. Newlin For For Management
1.8 Elect Director Craig P. Omtvedt For For Management
1.9 Elect Director Duncan J. Palmer For For Management
1.10 Elect Director John S. Shiely For For Management
1.11 Elect Director Richard G. Sim For For Management
1.12 Elect Director William S. Wallace For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Proxy Access Against For Shareholder
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PATTERSON-UTI ENERGY, INC.
Ticker: PTEN Security ID: 703481101
Meeting Date: JUN 02, 2016 Meeting Type: Annual
Record Date: APR 05, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark S. Siegel For For Management
1.2 Elect Director Kenneth N. Berns For For Management
1.3 Elect Director Charles O. Buckner For For Management
1.4 Elect Director Michael W. Conlon For For Management
1.5 Elect Director Curtis W. Huff For For Management
1.6 Elect Director Terry H. Hunt For For Management
1.7 Elect Director Tiffany J. Thom 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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ROSETTA RESOURCES INC.
Ticker: ROSE Security ID: 777779307
Meeting Date: JUL 20, 2015 Meeting Type: Special
Record Date: JUN 18, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For Against Management
2 Adjourn Meeting For Against Management
3 Advisory Vote on Golden Parachutes For Against Management
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ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: APR 28, 2016 Meeting Type: Annual
Record Date: MAR 01, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect William E. Albrecht as Director For For Management
1b Elect Thomas P. Burke 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 Jack B. Moore as Director For For Management
1f Elect Suzanne P. Nimocks as Director For For Management
1g Elect P. Dexter Peacock as Director For For Management
1h Elect John J. Quicke as Director For For Management
1i Elect Tore I. Sandvold as Director For For Management
2 Ratify Deloitte & Touche LLP as For For Management
auditors��
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: JUN 30, 2016 Meeting Type: Special
Record Date: MAY 02, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Reappoint Deloitte LLP as U.K. For For Management
Statutory Auditors
2 Authorize the Audit Committee to Fix For For Management
Remuneration of Auditors
3 Approve Remuneration Report For For Management
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RPC, INC.
Ticker: RES Security ID: 749660106
Meeting Date: APR 26, 2016 Meeting Type: Annual
Record Date: FEB 29, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Linda H. Graham For For Management
1.2 Elect Director Bill J. Dismuke For For Management
1.3 Elect Director James A. Lane, Jr. - None None Management
WITHDRAWN
2 Ratify Grant Thornton LLP as Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
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SANDERSON FARMS, INC.
Ticker: SAFM Security ID: 800013104
Meeting Date: FEB 11, 2016 Meeting Type: Annual
Record Date: DEC 17, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Fred Banks, Jr. For For Management
1.2 Elect Director Toni D. Cooley For For Management
1.3 Elect Director Robert C. Khayat For For Management
1.4 Elect Director Dianne Mooney For For Management
1.5 Elect Director Gail Jones Pittman For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For Management
5 Report on Working Conditions Against For Shareholder
6 Implement a Water Quality Stewardship Against For Shareholder
Policy
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SM ENERGY COMPANY
Ticker: SM Security ID: 78454L100
Meeting Date: MAY 24, 2016 Meeting Type: Annual
Record Date: MAR 22, 2016
# 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 Loren M. Leiker For For Management
1.4 Elect Director Javan D. Ottoson For For Management
1.5 Elect Director Ramiro G. Peru For For Management
1.6 Elect Director Julio M. Quintana For For Management
1.7 Elect Director Rose M. Robeson For For Management
1.8 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
4 Amend Omnibus Stock Plan For For Management
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VEECO INSTRUMENTS INC. ��
Ticker: VECO Security ID: 922417100
Meeting Date: MAY 05, 2016 Meeting Type: Annual
Record Date: MAR 08, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John R. Peeler For For Management
1.2 Elect Director Thomas St. Dennis For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Approve Qualified Employee Stock For For Management
Purchase Plan
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Ratify KPMG LLP as Auditors For For Management
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WESTERN DIGITAL CORPORATION
Ticker: WDC Security ID: 958102105
Meeting Date: NOV 04, 2015 Meeting Type: Annual
Record Date: SEP 08, 2015
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Martin I. Cole For For Management
1b Elect Director Kathleen A. Cote For For Management
1c Elect Director Henry T. DeNero For For Management
1d Elect Director Michael D. Lambert For For Management
1e Elect Director Len J. Lauer For For Management
1f Elect Director Matthew E. Massengill For For Management
1g Elect Director Stephen D. Milligan For For Management
1h Elect Director Paula A. Price For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Amend Qualified Employee Stock For For Management
Purchase Plan
5 Ratify KPMG LLP as Auditors For For Management
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WESTERN DIGITAL CORPORATION
Ticker: WDC Security ID: 958102105
Meeting Date: MAR 15, 2016 Meeting Type: Special
Record Date: FEB 03, 2016
# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with Merger For For Management
2 Adjourn Meeting For For Management
3 Advisory Vote on Golden Parachutes For For Management
========== END NPX REPORT
