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, 2005
Date of reporting period: June 30, 2006
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
------ ------ ----- ---- --------------- ----------- --------- ------ -----------
Columbia Bancorp CBMD 197227101 12/05/05 1) Appr. merger Fulton Fncl Management 12/01/05 FOR FOR
2) Appr. Adj/Postpone meeting Management 12/01/05 FOR FOR
Emcor Group EME 29084q100 01/27/06 1) Amendment to Cert of Inc. Management 01/20/06 FOR FOR
Emerson Electric EMR 291011104 02/07/06 1) Election of Directors Management 02/03/06 FOR FOR
2) Approve 2006 incentive Management 02/03/06 FOR FOR
shares plan
3) Ratify KPMG LLP as IPA Management 02/03/06 FOR FOR
4) Proposal on severance Management 02/03/06 FOR FOR
agreements in Proxy
Griffon Group GFF 398433102 02/03/06 1) Directors Management 02/02/06 FOR FOR
2) '06 Equity Incentive Pln Management 02/02/06 AGAINST AGAINST
3) '06 Performance Bonus Pln Management 02/02/06 FOR FOR
Urstadt Biddle UBA 917286205 03/09/06 1) Directors Management 03/06/06 FOR FOR
Properties Inc. 2) Ratify PFK as IPA Management 03/06/06 FOR FOR
3) Amend Rest Stk Award Pln. Management 03/06/06 FOR FOR
Burlington BR 122014103 03/30/06 1) Appr. merger Management 03/27/06 FOR FOR
Resources 2) Appr adj/postponement Management 03/27/06 FOR FOR
SCS Transportation SCST 81111t102 04/20/06 1) Directors Management 04/15/06 For For
2) Ratify KPMG LLP as IPA Management 04/15/06 For For
Pentair PNR 709631105 05/04/06 1) Directors Management 05/03/06 For For
2) Ratify D&T as IA Management 05/03/06 For For
Suntrust Banks STI 867914103 04/18/06 1) Directors Management 04/17/06 For For
2) Ratify PWC as IA Management 04/17/06 For For
3) Directors Elected Annually Shareholder 04/17/06 For AGAINST
KMG America KMA 482563103 04/18/06 1) Directors Management 04/17/06 For For
2) '04 Equity Incentive Plan Management 04/17/06 AGAINST AGAINST
Brush Engineered BW 117421107 05/02/06 1) Directors Management 05/01/06 For For
M00000aterials 2) '06 stock incentive plan Management 05/01/06 For For
3) '06 non-emp dir eqty pln Management 05/01/06 AGAINST AGAINST
4) Ratify Ernst & Young IA Management 05/01/06 For For
Washington Mutual WM 939322103 04/18/06 1) Directors Management 04/17/06 For For
2) Ratify Deloitte & Touche Management 04/17/06 For For
3) '03 equity incentive plan Management 04/17/06 For For
4) Executuive comp plan Management 04/17/06 For For
5) Amend Articles of Inc Management 04/17/06 For For
6) Disc of political Cont Shareholder 04/17/06 For AGAINST
CNX Gas CXG 12618h3o9 04/28/06 1) Directors Management 04/27/06 For For
2) Ratify PWC LLP as IA Management 04/27/06 For For
PPL Corporation PPL 69351t106 04/28/06 1) Directors Management 04/27/06 For For
2) Appr. sht-trm incent plan Management 04/27/06 For For
3) Ratify IPA Management 04/27/06 For For
4) Shareholder proposal Shareholder 04/27/06 AGAINST For
Suncor Energy SU 867229106 04/26/06 1) Directors Management 04/24/06 For For
2) Ratify PWC as IA Management 04/24/06 For For
American National AMNB 027745108 04/25/06 1) Directors Management 04/20/06 For For
Bankshares
EOG Resources EOG 26875p101 05/02/06 1) Directors Management 05/01/06 For For
2) Ratify Deloitte & Touche Management 05/01/06 For For
Energy Partners EPL 29270u105 05/04/06 1) Directors Management 05/03/06 For For
2) Increase authorized shares Management 05/03/06 For For
3) long term stk incent plan Management 05/03/06 For For
4) Ratify KPMG LLP as IPA Management 05/03/06 For For
Energen Corp EGN 29265n108 04/26/06 1) Directors Management 04/24/06 For For
CIT Group CIT 125581108 05/09/06 1) Directors Management 05/05/06 For For
2) Ratify PWC as IA Management
2) Ratify PWC as IA Management 05/05/06 For For
3) Long-term incentive pln Management 05/05/06 For For
4) Executive incentive plan Management 05/05/06 For For
Partnerre Ltd PRE g6852t105 05/12/06 1) Directors Management 04/25/06 WH-03 AGAINST
2) Ratify Deloitte & Touche Management 04/25/06 For For
3) Other matters Management 04/25/06 For For
Provident Bankshs. PBKS 7438591853 05/17/06 1) Directors Management 05/15/06 For For
2) Ratify KPMG LLP as IPA Management 05/15/06 For For
Rush Enterprises RUSHA 781846209 05/16/06 1) Directors Management 05/15/06 For For
2) '06 non-emp dir option pln Management 05/15/06 For For
3) Ratify Ernst & Young IA Management 05/15/06 For For
4) Other matters Management 05/15/06 For For
Rush Enterprises RUSHB 781846308 05/16/06 1) Directors Management 05/15/06 For For
2) '06 non-emp dir option pln Management 05/15/06 For For
3) Ratify Ernst & Young IA Management 05/15/06 For For
4) Other matters Management 05/15/06 For For
NGP Capital Res NGPC 62912r107 05/17/06 1) Directors Management 05/15/06 For For
Wabash National WNC 929566107 05/18/06 1) Directors Management 05/16/06 For For
Assurant AIZ 04621x108 05/18/06 1) Directors Management 05/16/06 For For
2) Ratify PWC as IA Management 05/16/06 For For
First Potomac Rlty FPO 33610f109 05/26/06 1) Directors Management 05/25/06 For For
USI Holdings USIH 9033h101 05/24/06 1) Directors Management 05/23/06 For For
2) Management incentive plan Management 05/23/06 For For
3) '02 equity incentive plan Management 05/23/06 For For
Allied Waste AW 019589308 05/25/06 1) Directors Management 05/23/06 For For
2) Ratify PWC as IA Management 05/23/06 For For
3) '06 incentive stock plan Management 05/23/06 For For
4) '06 incentive comp plan Management 05/23/06 For For
5) Majority voting directors Shareholder 05/23/06 For AGAINST
6) Severance agreements Shareholder 05/23/06 AGAINST For
Waste Industries WWIN 941057101 05/17/06 1) Directors Management 05/15/06 For For
2) Other matters Management 05/15/06 For For
FTI Consulting FCN 302941109 06/06/06 1) Directors Management 06/05/06 For For
2) Long-term i9ncentive plan Management 06/05/06 For For
3) Deferred compensation Management 06/05/06 For For
4) Employee stk purchase plan Management 06/05/06 For For
5) Incentive comp plan Management 06/05/06 For For
6) Ratify KPMG LLP as IPA Management 06/05/06 For For
Radyne Corp RADN 750611402 06/07/02 1) Directors Management 06/06/06 For For
2) Long trm incentive plan Management 06/06/06 AGAINST AGAINST
Emcor Group EME 29084q100 06/15/06 1) Directors Management 06/09/06 For For
2) Stock incentive plan Management 06/09/06 For For
3) Ratify Ernst & Young IA Management 06/09/06 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 10, 2006