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 811-3627
Greenspring Fund, Incorporated
(Exact Name of Registrant as Specified in Charter)
2330 West Joppa Road, Suite 110
Lutherville, Maryland 21093-4641
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (410)823-5353
Mr. Charles vK. Carlson, President
2330 West Joppa Road, Suite 110
Lutherville, Maryland 21093-4641
(Name and address of Agent for Service)
Date of fiscal year end: December 31, 2004
Date of reporting period: June 30, 2004
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.
Item 1. Proxy Voting Record
MEETING FOR/AGAINST FOR/AGAINST
ISSUER TICKER CUSIP DATE MATTER VOTED ON PROPOSED BY VOTE CAST ABSTAIN MANAGEMENT
------ ------ ----- ---- --------------- ----------- --------- ------- ----------
Middleby Corp MIDD 596278101 12/15/03 1) Proposal to approve Management 12/12/03 AGAINST AGAINST
Amendments to the
Mgmt. Incentive Plan.
2) Proposal to approve Management 12/12/03 AGAINST AGAINST
Amendments to the
1998 Stock Incentive
Plan.
Emerson EMR 291011104 02/03/04 1) Directors Management 01/29/04 FOR FOR
2) Re-approval Performance Management 01/29/04 FOR FOR
under 1997 Incentive Plan
3) Ratification Ind. Auditors Management 01/29/04 FOR FOR
Griffon GFF 398433102 02/05/04 1) Directors Management 01/29/04 FOR FOR
Urstadt Biddle UBA 917286205 03/10/04 1) Directors Management 03/09/04 FOR FOR
Properties 2) Ratification Ind. Auditors Management 03/09/04 FOR FOR
3) Amend Div Reinvestment Management 03/09/04 FOR FOR
& Share Purchase Plan
4) Amend Restricted Stock Management 03/09/04 FOR FOR
Award Plan
J Hancock Bank BTO 409735107 03/18/04 1) Directors Management 03/09/04 FOR FOR
& Thrift Opp. Fd. 2) Ratification Ind. Auditors Management 03/09/04 FOR FOR
Suntrust Bank STI 867914103 04/20/04 1) Directors Management 04/15/04 FOR FOR
2) Ratify PWC LLP as IA Management 04/15/04 FOR FOR
3) Approve 2004 Stock Plan Management 04/15/04 FOR FOR
Washington Mutual WM 939322103 04/20/04 1) Directors Management 04/14/04 FOR FOR
2) Ratify D&T LLP as IA Management 04/14/04 AGAINST AGAINST
3) Specific compensation plan Management 04/14/04 AGAINST FOR
Provident PBKS 743859100 04/21/04 1) Directors Management 04/19/04 FOR FOR
Bankshares 2) Approve 11/3/03 Reorg Plan Management 04/19/04 FOR FOR
3) Approve 2004 Equity Comp Management 04/19/04 AGAINST AGAINST
Plan
4) Ratify KPMG LLP as IA Management 04/19/04 FOR FOR
Burlington BR 122014103 04/21/04 1) Directors Management 04/15/04 WH - 8 AGAINST
Resources 2) Increase shares to 650 Management 04/15/04 FOR FOR
million
3) Ratify PWC LLP as IA Management 04/15/04 FOR FOR
SCS SCST 81111t102 04/21/04 1) Directors Management 04/15/04 FOR FOR
Transportation 2) Ratification Ind. Auditors Management 04/15/04 FOR FOR
ALFA Corporation ALFA 15385107 04/22/04 1) Directors Management 04/19/04 FOR FOR
Michael Baker BKR 57149106 04/22/04 1) Directors Management 04/21/04 FOR FOR
2) Amend nonemp. Dir. Management 04/21/04 FOR FOR
Stk Incentive Plan
PPL Corporation PPL 69351t106 04/23/04 1) Directors Management 04/19/04 FOR FOR
2) Ratify PWC LLP as IA Management 04/19/04 FOR FOR
Insituform INSU 457667103 04/28/04 1) Directors Management 04/15/04 FOR FOR
Tredegar TG 894650100 04/29/04 1) Directors Management 04/27/04 WH - 2,3,4 AGAINST
2) Approve 2004 equity Management 04/27/04 FOR FOR
Incentive Plan
Southern Financial SFFB 842870107 04/29/04 1) Approve 11/3/03 Reorg Plan Management 04/26/04 FOR FOR
Bancorp
Pentair PNR 709631105 04/30/04 1) Directors Management 04/28/04 FOR FOR
2) Approve non-emp. Dir. Management 04/28/04 FOR FOR
Comp. Plan
3) Approve omnibus stk Management 04/28/04 AGAINST AGAINST
incentive plan
4) Approve emp stk purchase Management 04/28/04 FOR FOR
and bonus plan
5) Approve intl stk purchase Management 04/28/04 FOR FOR
and bonus plan
6) Ratify D&T as IA Management 04/28/04 FOR FOR
EOG Resources EOG 26875p101 05/04/04 1) Directors Management 05/03/04 FOR FOR
2) Ratify D&T LLP as IA Management 05/03/04 FOR FOR
3) Approve amended/restated Management 05/03/04 FOR FOR
1992 stock plan
4) Other business Management 05/03/04 FOR FOR
United National UNGL 91103x102 05/04/04 1) Directors United National Management 04/28/04 FOR FOR
Group Group
2) Approve the share incentive Management 04/28/04 FOR FOR
plan
3) Ratify PWC as IA for Management 04/28/04 FOR FOR
United Natl Grp
4) Directors Wind River Management 04/28/04 FOR FOR
Ins. Grp Barbados
5) Ratify PWC as IA for Management 04/28/04 FOR FOR
Wind River Ins Grp
6) Directors Wind River Management 04/28/04 FOR FOR
Ins Grp Bermuda
7) Ratify PWC as IA for Management 04/28/04 FOR FOR
Wind River Ins Grp
8) Directors Wind River Management 04/28/04 FOR FOR
Services Ltd
9) Ratify PWC as IA for Management 04/28/04 FOR FOR
Wind River Services
Imation Corp IMN 45245a107 05/05/04 1) Directors Management 05/04/04 FOR FOR
2) Ratify PWC LLP as IA Management 05/04/04 FOR FOR
W. R. Berkley Corp BER 84423102 05/11/04 1) Directors Management 05/10/04 FOR FOR
2) Approve 2004 long term Management 05/10/04 FOR FOR
incentive plan
3) Approve amend/restated Management 05/10/04 FOR FOR
Cert of Inc.
4) Ratify KPMG LLP as IPA Management 05/10/04 FOR FOR
Nisource Inc. NI 65473p105 05/11/04 1) Directors Management 05/10/04 FOR FOR
2) Ratify D&T as IA Management 05/10/04 FOR FOR
CIT Group Inc. CIT 125581108 05/12/04 1) Directors Management 05/10/04 FOR FOR
2) Ratify PWC LLP as IA Management 05/10/04 FOR FOR
Partnerre Ltd PRE g68527105 05/13/04 1) Directors Management 04/26/04 FOR FOR
2) Modify board compositon Management 04/26/04 FOR FOR
3) Amend by-laws Management 04/26/04 FOR FOR
4) Increase shares/emp Management 04/26/04 FOR FOR
incentive plan
5) Ratify D&T as IA Management 04/26/04 FOR FOR
First Potomac FPO 33610f109 05/13/04 1) Directors Management 05/11/04 FOR FOR
Realty
Wabash National WNC 929566107 05/13/04 1) Directors Management 05/11/04 FOR FOR
Corp 2) Approve 2004 stock Management 05/11/04 FOR FOR
incentive plan
3) Other matters Management 04/26/04 FOR FOR
NABI NABI 629519109 05/14/04 1) Directors Management 05/12/04 FOR FOR
Biopharmaceuticals 2) Amend/restate Articles Management 05/12/04 FOR FOR
of Incorporation
3) approve/amend 2000 equity Management 05/12/04 AGAINST AGAINST
incentive plan
4) Approve 2004 stk plan Management 05/12/04 FOR FOR
non-emp directors
Hilb Rogal Hobbs HRH 431294107 05/14/04 1) Directors Management 05/03/04 WH - 4 AGAINST
2) Approve amend. Articles Management 05/03/04 FOR FOR
of Incorporation
3) Approve outside dir. Management 05/03/04 FOR FOR
deferral plan
4) Approval of Emp. Stk. Management 05/03/04 FOR FOR
Purchase Plan
5) Approval of prop. for Management 05/03/04 FOR FOR
Adjournment, if nec
FTI Consulting FCN 302941109 05/19/04 1) Directors Management 05/19/04 FOR FOR
2) Approve 2004 long-term Management 05/19/04 FOR FOR
incentive plan
3) Approve ESOP/increase Management 05/19/04 FOR FOR
authorized shares
4) Ratify Ernst & Young as IA Management 05/19/04 FOR FOR
U.S.I. Holdings USIH 90333h101 05/21/04 1) Directors Management 05/20/04 FOR FOR
2) Other business Management 05/20/04 FOR FOR
Columbia Bancorp CBMD 197227101 05/25/04 1) Directors Management 05/20/04 FOR FOR
Waste Industries WWIN 941057101 05/25/04 1) Directors Management 05/24/04 FOR FOR
USA 2) Ratify D&T as IA Management 05/24/04 FOR FOR
3) Other matters Management 05/24/04 FOR FOR
Gladstone GLAD 376536108 05/26/04 1) Directors Management 05/24/04 FOR FOR
Commercial Corp 2) Approve change to Management 05/24/04 AGAINST AGAINST
investment policies
3) Amend 2003 equity Management 05/24/04 FOR FOR
incentive plan
4) Ratify PWC as IA Management 05/24/04 FOR FOR
Calpine CPN 131347106 05/26/04 1) Directors Management 05/24/04 FOR FOR
Corporation 2) Amend/restate Articles Management 05/24/04 FOR FOR
of Incorporation
3) Increase shares in 1996 Management 05/24/04 FOR FOR
Stk Incentive Plan
4) Increase shares in 2000 Management 05/24/04 FOR FOR
ESOP Plan
5) Adoption of indigenous Shareholder 05/24/04 AGAINST FOR
peoples policy
6) Proposal regarding Sr Shareholder 05/24/04 AGAINST FOR
Exec Equity Comp Plan
7) Proposal regarding Shareholder 05/24/04 AGAINST FOR
shareholder voting
8) Ratify PWC as IA Management 05/24/04 FOR FOR
Yardville Natl YANB 985021104 06/03/04 1) Directors Management 06/01/04 FOR FOR
Bancorp
Emcor EME 29084q100 06/10/04 1) Directors Management 06/09/04 FOR FOR
2) Ratify Ernst & Young as IA Management 06/09/04 FOR 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.
Greenspring Fund, Incorporated
By: /s/ Charles vK. Carlson
Charles vK. Carlson
Chief Executive Officer
August 4, 2004