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 811-01596
FPA Capital Fund, Inc.
(Exact name of registrant as specified in charter)
11601 Wilshire Blvd.,
Ste. 1200, Los Angeles, CA 90025
(Address of principal executive offices) (Zip code)
J. Richard Atwood, President
FPA Capital Fund, Inc.
11601 Wilshire Blvd., Ste. 1200,
Los Angeles, CA 90025
(Name and address of agent for service)
Registrant’s telephone number, including area code: 310-473-0225
Date of fiscal year end: 3/31
Date of reporting period: 7/1/17 to 6/30/18
Item 1. Proxy Voting Record.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-01596
Reporting Period: 07/01/2017 - 06/30/2018
FPA CAPITAL FUND INC
============================ FPA Capital Fund, Inc. ============================
AARON'S, INC.
Ticker: AAN Security ID: 002535300
Meeting Date: MAY 09, 2018 Meeting Type: Annual
Record Date: MAR 13, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kathy T. Betty For For Management
1.2 Elect Director Douglas C. Curling For For Management
1.3 Elect Director Cynthia N. Day For For Management
1.4 Elect Director Curtis L. Doman For For Management
1.5 Elect Director Walter G. Ehmer For For Management
1.6 Elect Director Hubert L. Harris, Jr. For For Management
1.7 Elect Director John W. Robinson, III For For Management
1.8 Elect Director Ray M. Robinson For For Management
1.9 Elect Director Robert H. Yanker For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Ernst & Young LLP as Auditors For For Management
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AGCO CORPORATION
Ticker: AGCO Security ID: 001084102
Meeting Date: APR 26, 2018 Meeting Type: Annual
Record Date: MAR 16, 2018
# 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 Suzanne P. Clark For For Management
1.5 Elect Director Wolfgang Deml 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 Against Management
Executive Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Management
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ALLEGIANT TRAVEL COMPANY
Ticker: ALGT Security ID: 01748X102
Meeting Date: JUN 28, 2018 Meeting Type: Annual
Record Date: APR 30, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Maurice J. Gallagher, For For Management
Jr.
1B Elect Director Montie Brewer For For Management
1C Elect Director Gary Ellmer For For Management
1D Elect Director Linda A. Marvin For For Management
1E Elect Director Charles W. Pollard For For Management
1F Elect Director John Redmond 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 Proxy Access Right Against Against Shareholder
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ARRIS INTERNATIONAL PLC
Ticker: ARRS Security ID: G0551A103
Meeting Date: MAY 03, 2018 Meeting Type: Annual
Record Date: MAR 09, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Andrew M. Barron For For Management
1b Elect Director J. Timothy Bryan For For Management
1c Elect Director James A. Chiddix For For Management
1d Elect Director Andrew T. Heller For For Management
1e Elect Director Jeong H. Kim For For Management
1f Elect Director Bruce W. McClelland For For Management
1g Elect Director Robert J. Stanzione For For Management
1h Elect Director Doreen A. Toben For For Management
1i Elect Director Debora J. Wilson For For Management
1j Elect Director David A. Woodle For For Management
2 Accept Financial Statements and For For Management
Statutory Reports
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Appoint Ernst & Young LLP as U.K. For For Management
Statutory Auditors
5 Authorize Board to Fix Remuneration of For For Management
U.K. Statutory Auditors
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
7 Approve Remuneration Report For For Management
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ARROW ELECTRONICS, INC.
Ticker: ARW Security ID: 042735100
Meeting Date: MAY 10, 2018 Meeting Type: Annual
Record Date: MAR 12, 2018
# 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 Steven H. Gunby For For Management
1.4 Elect Director Gail E. Hamilton 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 09, 2017 Meeting Type: Annual
Record Date: SEP 12, 2017
# 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 James A. Lawrence For For Management
1g Elect Director Avid Modjtabai For For Management
1h Elect Director William H. Schumann, III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify KPMG LLP as Auditors For For Management
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CAPITOL FEDERAL FINANCIAL, INC.
Ticker: CFFN Security ID: 14057J101
Meeting Date: JAN 23, 2018 Meeting Type: Annual
Record Date: DEC 01, 2017
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Morris J. Huey, II For For Management
1.2 Elect Director Reginald L. Robinson 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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CIMAREX ENERGY CO.
Ticker: XEC Security ID: 171798101
Meeting Date: MAY 10, 2018 Meeting Type: Annual
Record Date: MAR 14, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Joseph R. Albi For For Management
1.2 Elect Director Lisa A. Stewart For For Management
1.3 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
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CISION LTD.
Ticker: CISN Security ID: G1992S109
Meeting Date: JUN 26, 2018 Meeting Type: Annual
Record Date: MAY 25, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen P. Master For For Management
1.2 Elect Director L. Dyson Dryden For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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CUBIC CORPORATION
Ticker: CUB Security ID: 229669106
Meeting Date: FEB 19, 2018 Meeting Type: Annual
Record Date: DEC 22, 2017
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce G. Blakley For For Management
1.2 Elect Director Maureen Breakiron-Evans 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 David F. Melcher For For Management
1.7 Elect Director Steven J. Norris For For Management
1.8 Elect Director John H. Warner, Jr. 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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FRANK'S INTERNATIONAL N.V.
Ticker: FI Security ID: N33462107
Meeting Date: MAY 23, 2018 Meeting Type: Annual
Record Date: APR 25, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael C. Kearney For For Management
1b Elect Director William B. Berry For For Management
1c Elect Director Robert W. Drummond For For Management
1d Elect Director Michael E. McMahon For For Management
1e Elect Director D. Keith Mosing For For Management
1f Elect Director Kirkland D. Mosing For For Management
1g Elect Director S. Brent Mosing For For Management
1h Elect Director Alexander Vriesendorp For For Management
2 Adopt Financial Statements and For For Management
Statutory Reports
3 Approve Discharge of Supervisory Board For For Management
4 Approve Discharge of Management Board For For Management
5 Ratify KPMG Accountants N.V. as For For Management
Auditors
6 Ratify KPMG LLP as Auditors For For Management
7 Approve Remuneration of Supervisory For For Management
Board
8 Authorize Management to Repurchase For For Management
Shares
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GENTEX CORPORATION
Ticker: GNTX Security ID: 371901109
Meeting Date: MAY 17, 2018 Meeting Type: Annual
Record Date: MAR 19, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leslie Brown For For Management
1.2 Elect Director Gary Goode For For Management
1.3 Elect Director James Hollars For For Management
1.4 Elect Director John Mulder For For Management
1.5 Elect Director Richard Schaum For For Management
1.6 Elect Director Frederick Sotok For For Management
1.7 Elect Director James Wallace 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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GRAPHIC PACKAGING HOLDING COMPANY
Ticker: GPK Security ID: 388689101
Meeting Date: MAY 23, 2018 Meeting Type: Annual
Record Date: MAR 26, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul D. Carrico For For Management
1.2 Elect Director Philip R. Martens For For Management
1.3 Elect Director Lynn A. Wentworth 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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HELMERICH & PAYNE, INC.
Ticker: HP Security ID: 423452101
Meeting Date: MAR 06, 2018 Meeting Type: Annual
Record Date: JAN 05, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kevin G. Cramton 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 Jose R. Mas For For Management
1g Elect Director Thomas A. Petrie For For Management
1h Elect Director Donald F. Robillard, Jr. 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
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HOUGHTON MIFFLIN HARCOURT COMPANY
Ticker: HMHC Security ID: 44157R109
Meeting Date: MAY 22, 2018 Meeting Type: Annual
Record Date: MAR 26, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel Allen For For Management
1.2 Elect Director L. Gordon Crovitz For Withhold Management
1.3 Elect Director Jean S. Desravines For For Management
1.4 Elect Director Lawrence K. Fish For Withhold Management
1.5 Elect Director Jill A. Greenthal For Withhold Management
1.6 Elect Director John F. Killian For Withhold Management
1.7 Elect Director John J. Lynch, Jr. For For Management
1.8 Elect Director John R. McKernan, Jr. For Withhold Management
1.9 Elect Director E. Rogers Novak, Jr. For Withhold Management
1.10 Elect Director Tracey D. Weber For For Management
2 Advisory Vote to Ratify Named For Against 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: MAY 31, 2018 Meeting Type: Annual
Record Date: APR 06, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey K. Belk For For Management
1b Elect Director Joan H. Gillman For For Management
1c Elect Director S. Douglas Hutcheson For For Management
1d Elect Director John A. Kritzmacher For For Management
1e Elect Director John D. Markley, Jr. For For Management
1f Elect Director William J. Merritt For For Management
1g Elect Director Kai O. Oistamo For For Management
1h Elect Director Jean F. Rankin For For Management
1i 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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MATSON, INC.
Ticker: MATX Security ID: 57686G105
Meeting Date: APR 26, 2018 Meeting Type: Annual
Record Date: FEB 23, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Blake Baird For For Management
1.2 Elect Director Michael J. Chun For For Management
1.3 Elect Director Matthew J. Cox For For Management
1.4 Elect Director Thomas B. Fargo For For Management
1.5 Elect Director Mark H. Fukunaga For For Management
1.6 Elect Director Stanley M. Kuriyama For For Management
1.7 Elect Director Constance H. Lau 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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NOBLE ENERGY, INC.
Ticker: NBL Security ID: 655044105
Meeting Date: APR 24, 2018 Meeting Type: Annual
Record Date: FEB 23, 2018
# 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 For Management
1e Elect Director Thomas J. Edelman For For Management
1f Elect Director Holli C. Ladhani For For Management
1g Elect Director David L. Stover For For Management
1h Elect Director Scott D. Urban For For Management
1i Elect Director William T. Van Kleef 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 Assess Portfolio Impacts of Policies Against Against Shareholder
to Meet 2 Degree Scenario
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PATTERSON-UTI ENERGY, INC.
Ticker: PTEN Security ID: 703481101
Meeting Date: JUN 14, 2018 Meeting Type: Annual
Record Date: APR 16, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark S. Siegel For For Management
1.2 Elect Director Charles O. Buckner For For Management
1.3 Elect Director Tiffany 'TJ' Thom Cepak For For Management
1.4 Elect Director Michael W. Conlon For For Management
1.5 Elect Director William A. Hendricks, For For Management
Jr.
1.6 Elect Director Curtis W. Huff For For Management
1.7 Elect Director Terry H. Hunt For For Management
1.8 Elect Director Janeen S. Judah For For Management
2 Increase Authorized Common Stock For For Management
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
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ROWAN COMPANIES PLC
Ticker: RDC Security ID: G7665A101
Meeting Date: MAY 24, 2018 Meeting Type: Annual
Record Date: MAR 28, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William E. Albrecht For For Management
1b Elect Director Thomas P. Burke For For Management
1c Elect Director Thomas R. Hix For For Management
1d Elect Director Jack B. Moore For For Management
1e Elect Director Thierry Pilenko For For Management
1f Elect Director Suzanne P. Nimocks For For Management
1g Elect Director John J. Quicke For For Management
1h Elect Director Tore I. Sandvold For For Management
1i Elect Director Charles L. Szews For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Remuneration Report For For Management
4 Accept Financial Statements and For For Management
Statutory Reports
5 Ratify Deloitte & Touche LLP as For For Management
Auditors
6 Reappoint Deloitte LLP as Auditors For For Management
7 Authorize Board to Fix Remuneration of For For Management
Auditors
8 Resolution to Approve the Form of For For Management
Share Repurchase Contracts and
Repurchase Counterparties
9 Resolution Authorizing the Board to For For Management
Allot Equity Securities
10 Issue of Equity or Equity-Linked For For Management
Securities without Pre-emptive Rights
11 Issue of Equity or Equity-Linked For For Management
Securities without Pre-emptive Rights
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SM ENERGY COMPANY
Ticker: SM Security ID: 78454L100
Meeting Date: MAY 22, 2018 Meeting Type: Annual
Record Date: MAR 29, 2018
# 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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SPIRIT AIRLINES, INC.
Ticker: SAVE Security ID: 848577102
Meeting Date: MAY 22, 2018 Meeting Type: Annual
Record Date: MAR 26, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert D. Johnson For For Management
1.2 Elect Director Barclay G. Jones, III For For Management
1.3 Elect Director Dawn M. Zier 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 Advisory Vote on Say on Pay Frequency One Year One Year Management
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TENNECO INC.
Ticker: TEN Security ID: 880349105
Meeting Date: MAY 16, 2018 Meeting Type: Annual
Record Date: MAR 19, 2018
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Thomas C. Freyman For For Management
1b Elect Director Brian J. Kesseler For For Management
1c Elect Director Dennis J. Letham For For Management
1d Elect Director James S. Metcalf For For Management
1e Elect Director Roger B. Porter For For Management
1f Elect Director David B. Price, Jr. For For Management
1g Elect Director Gregg M. Sherrill For For Management
1h Elect Director Paul T. Stecko For For Management
1i Elect Director Jane L. Warner For For Management
1j Elect Director Roger J. Wood 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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VEECO INSTRUMENTS INC.
Ticker: VECO Security ID: 922417100
Meeting Date: MAY 03, 2018 Meeting Type: Annual
Record Date: MAR 12, 2018
# 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
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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VISTA OUTDOOR INC.
Ticker: VSTO Security ID: 928377100
Meeting Date: AUG 01, 2017 Meeting Type: Annual
Record Date: JUN 06, 2017
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gary L. McArthur For Withhold Management
1b Elect Director Mark A. Gottfredson 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
4 Declassify the Board of Directors Against For Shareholder
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WESTERN DIGITAL CORPORATION
Ticker: WDC Security ID: 958102105
Meeting Date: NOV 02, 2017 Meeting Type: Annual
Record Date: SEP 06, 2017
# 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 Against Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Amend Omnibus Stock Plan For For Management
5 Ratify KPMG LLP as 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 6, 2018 |
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