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: 811-03931
Clipper Fund, Inc.
__________________________________________________________
(Exact name of registrant as specified in charter)
CLIPPER FUND, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
__________________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(520) 806-7600
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2005-06/30/2006
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.
Clipper Fund, Inc.
___________________________________________________________
(Registrant)
Person signing this Report on Behalf of reporting Registrant:
Name: Kenneth C Eich
Title: Principal Executive Officer
Phone: (520) 806-7600
Signature, Place, and Date of Signing:
Kenneth C Eich, Arizona August 30, 2006
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03931
Reporting Period: 07/01/2005 - 06/30/2006
Clipper Fund, Inc.
================================= CLIPPER FUND =================================
NOTE: DATA FOR THE PERIOD FROM 07/01/05 THROUGH 12/31/05 IS INCOMPLETE BECAUSE
THE FUND WAS MANAGED BY A DIFFERENT ADVISOR DURING THAT PERIOD AND THE PROXY
RECORDS ARE NOT AVAILABLE.
ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: MAR 6, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Elizabeth E. Bailey For For Management
1.2 Elect Director Harold Brown For For Management
1.3 Elect Director Mathis Cabiallavetta For For Management
1.4 Elect Director Louis C. Camilleri For For Management
1.5 Elect Director J. Dudley Fishburn For For Management
1.6 Elect Director Robert E. R. Huntley For For Management
1.7 Elect Director Thomas W. Jones For For Management
1.8 Elect Director George Munoz For For Management
1.9 Elect Director Lucio A. Noto For For Management
1.10 Elect Director John S. Reed For For Management
1.11 Elect Director Stephen M. Wolf For For Management
2 Ratify Auditors For For Management
3 Separate Chairman and CEO Positions Against Against Shareholder
4 Adopt ILO Standards Against Against Shareholder
5 Inform African Americans of Health Risks Against Against Shareholder
Associated with Menthol Cigarettes
6 Establish Fire Safety Standards for Against Against Shareholder
Cigarettes
7 Adopt Animal Welfare Policy Against Against Shareholder
8 Support Legislation to Reduce Smoking Against Against Shareholder
9 Provide Information on Second Hand Smoke Against Against Shareholder
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AMERICAN EXPRESS CO.
Ticker: AXP Security ID: 025816109
Meeting Date: APR 24, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Daniel F. Akerson For For Management
1.2 Elect Director Charlene Barshefsky For For Management
1.3 Elect Director Ursula M. Burns For For Management
1.4 Elect Director Kenneth I. Chenault For For Management
1.5 Elect Director Peter Chernin For For Management
1.6 Elect Director Peter R. Dolan For For Management
1.7 Elect Director Vernon E. Jordan, Jr. For For Management
1.8 Elect Director Jan Leschly For For Management
1.9 Elect Director Ricahrd A. McGinn For Withhold Management
1.10 Elect Director Edward D. Miller For For Management
1.11 Elect Director Frank P. Popoff For For Management
1.12 Elect Director Robert D. Walter For For Management
2 Ratify Auditors For For Management
3 Limit/Prohibit Executive Stock-Based Against Against Shareholder
Awards
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
5 Exclude Reference to Sexual Orientation Against Against Shareholder
from the Company's EEO Statement
6 Company-Specific -- Reimbursement of Against Against Shareholder
Expenses for Certain
Shareholder-Nominated Director Candidates
- --------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 17, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Pei-yuan Chia For For Management
1.2 Elect Director Marshall A. Cohen For For Management
1.3 Elect Director Martin S. Feldstein For For Management
1.4 Elect Director Ellen V. Futter For For Management
1.5 Elect Director Stephen L. Hammerman For For Management
1.6 Elect Director Richard C. Holbrooke For For Management
1.7 Elect Director Fred H. Langhammer For For Management
1.8 Elect Director George L. Miles, Jr. For For Management
1.9 Elect Director Morris W. Offit For For Management
1.10 Elect Director James F. Orr, III For For Management
1.11 Elect Director Martin J. Sullivan For For Management
1.12 Elect Director Michael H. Sutton For For Management
1.13 Elect Director Edmund S.W. Tse For For Management
1.14 Elect Director Robert B. Willumstad For For Management
1.15 Elect Director Frank G. Zarb For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
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AMERIPRISE FINANCIAL, INC.
Ticker: AMP Security ID: 03076C106
Meeting Date: APR 26, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ira D. Hall For For Management
1.2 Elect Director Jeffrey Noddle For For Management
1.3 Elect Director Richard F. Powers, III For For Management
2 Ratify Auditors For For Management
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BERKSHIRE HATHAWAY INC.
Ticker: BRK.A Security ID: 084670108
Meeting Date: MAY 6, 2006 Meeting Type: Annual
Record Date: MAR 8, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warren E. Buffett For For Management
1.2 Elect Director Charles T. Munger For For Management
1.3 Elect Director Howard G. Buffett For For Management
1.4 Elect Director Malcolm G. Chace For For Management
1.5 Elect Director William H. Gates, III For For Management
1.6 Elect Director David S. Gottesman For For Management
1.7 Elect Director Charlotte Guyman For For Management
1.8 Elect Director Donald R. Keough For For Management
1.9 Elect Director Thomas S. Murphy For For Management
1.10 Elect Director Ronald L. Olson For For Management
1.11 Elect Director Walter Scott, Jr. For For Management
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COCA-COLA COMPANY, THE
Ticker: KO Security ID: 191216100
Meeting Date: APR 19, 2006 Meeting Type: Annual
Record Date: FEB 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Herbert A. Allen For For Management
1.2 Elect Director Ronald W. Allen For For Management
1.3 Elect Director Cathleen P. Black For For Management
1.4 Elect Director Barry Diller For For Management
1.5 Elect Director E. Neville Isdell For For Management
1.6 Elect Director Donald R. Keough For For Management
1.7 Elect Director Donald F. McHenry For For Management
1.8 Elect Director Sam Nunn For For Management
1.9 Elect Director James D. Robinson, III For For Management
1.10 Elect Director Peter V. Ueberroth For For Management
1.11 Elect Director James B. Williams For For Management
2 Ratify Auditors For For Management
3 Amend Restricted Stock Plan For For Management
4 Report on Charitable Contributions Against Against Shareholder
5 Review/ Report on Recycling Policy Against Against Shareholder
6 Performance-Based and/or Time-Based Against For Shareholder
Equity Awards
7 Report on Environmental Liabilities in Against Against Shareholder
India
8 Sponsor Independent Inquiry into Against Against Shareholder
Operations in Columbia
- --------------------------------------------------------------------------------
CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 10, 2006 Meeting Type: Annual
Record Date: MAR 10, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard L. Armitage For For Management
1.2 Elect Director Richard H. Auchinleck For For Management
1.3 Elect Director Harald J. Norvik For For Management
1.4 Elect Director William K. Reilly For For Management
1.5 Elect Director Victoria J. Tschinkel For For Management
1.6 Elect Director Kathryn C. Turner For For Management
2 Ratify Auditors For For Management
3 Report Damage Resulting From Drilling Against Against Shareholder
Inside the National Petroleum Reserve
4 Require a Majority Vote for the Election Against Against Shareholder
of Directors
5 Submit Supplemental Executive Retirement Against Against Shareholder
Plans to Shareholder vote
6 Report Accountability for Company's Against Against Shareholder
Environmental Impacts due to Operation
7 Non-Employee Director Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
GOLDEN WEST FINANCIAL CORP.
Ticker: GDW Security ID: 381317106
Meeting Date: MAY 3, 2006 Meeting Type: Annual
Record Date: MAR 2, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Maryellen C. Herringer For For Management
1.2 Elect Director Kenneth T. Rosen For For Management
1.3 Elect Director Herbert M. Sandler For For Management
2 Ratify Auditors For For Management
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HARLEY-DAVIDSON, INC.
Ticker: HDI Security ID: 412822108
Meeting Date: APR 29, 2006 Meeting Type: Annual
Record Date: MAR 9, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffrey L. Bluestein For For Management
1.2 Elect Director Donald A. James For For Management
1.3 Elect Director James A. Norling For For Management
1.4 Elect Director James L. Ziemer For For Management
2 Ratify Auditors For For Management
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HCA, INC.
Ticker: HCA Security ID: 404119109
Meeting Date: MAY 25, 2006 Meeting Type: Annual
Record Date: MAR 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Michael Armstrong For For Management
1.2 Elect Director Magdalena H. Averhoff, For For Management
M.D.
1.3 Elect Director Jack O. Bovender, Jr. For For Management
1.4 Elect Director Richard M. Bracken For For Management
1.5 Elect Director Martin Feldstein For For Management
1.6 Elect Director Thomas F. Frist, Jr., M.D. For For Management
1.7 Elect Director Frederick W. Gluck For For Management
1.8 Elect Director Glenda A. Hatchett For For Management
1.9 Elect Director Charles O. Holliday, Jr. For For Management
1.10 Elect Director T. Michael Long For For Management
1.11 Elect Director John H. McArthur For For Management
1.12 Elect Director Kent C. Nelson For For Management
1.13 Elect Director Frank S. Royal, M.D. For For Management
1.14 Elect Director Harold T. Shapiro For For Management
2 Ratify Auditors For For Management
3 Performance-Based Against For Shareholder
4 Stock Retention/Holding Period Against Against Shareholder
- --------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: FEB 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary S. Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Robert J. Darretta For For Management
1.4 Elect Director Michael M. E. Johns For For Management
1.5 Elect Director Ann D. Jordan For For Management
1.6 Elect Director Arnold G. Langbo For For Management
1.7 Elect Director Susan L. Lindquist For For Management
1.8 Elect Director Leo F. Mullin For For Management
1.9 Elect Director Christine A. Poon For For Management
1.10 Elect Director Charles Prince For For Management
1.11 Elect Director Steven S. Reinemund For For Management
1.12 Elect Director David Satcher For For Management
1.13 Elect Director William C. Weldon For For Management
2 Amend Articles to Remove Antitakeover For For Management
Provision
3 Ratify Auditors For For Management
4 Disclose Charitable Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against Against Shareholder
of Directors
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 16, 2006 Meeting Type: Annual
Record Date: MAR 17, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John H. Biggs For For Management
1.2 Elect Director Stephen B. Burke For For Management
1.3 Elect Director James S. Crown For For Management
1.4 Elect Director James Dimon For For Management
1.5 Elect Director Ellen V. Futter For For Management
1.6 Elect Director William H. Gray, III For For Management
1.7 Elect Director William B. Harrison, Jr. For For Management
1.8 Elect Director Laban P. Jackson, Jr. For For Management
1.9 Elect Director John W. Kessler For For Management
1.10 Elect Director Robert I. Lipp For For Management
1.11 Elect Director Richard A. Manoogian For For Management
1.12 Elect Director David C. Novak For For Management
1.13 Elect Director Lee R. Raymond For For Management
1.14 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Put Repricing of Stock Options to Against Against Shareholder
Shareholder Vote
4 Performance-Based Equity Awards Against For Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Remove Reference to Sexual Orientation Against Against Shareholder
from EEO Statement
7 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder
Special Meetings
8 Report on Lobbying Activities Against Against Shareholder
9 Report on Political Contributions Against Against Shareholder
10 Approve Terms of Existing Poison Pill Against Against Shareholder
11 Provide for Cumulative Voting Against For Shareholder
12 Claw-back of Payments under Restatements Against Against Shareholder
13 Require Director Nominee Qualifications Against Against Shareholder
- --------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.
Ticker: MMC Security ID: 571748102
Meeting Date: MAY 18, 2006 Meeting Type: Annual
Record Date: MAR 20, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Leslie M. Baker, Jr. For For Management
1.2 Elect Director Gwendolyn S. King For For Management
1.3 Elect Director Marc D. Oken For For Management
1.4 Elect Director David A. Olsen For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
4 Report on Political Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC.
Ticker: MER Security ID: 590188108
Meeting Date: APR 28, 2006 Meeting Type: Annual
Record Date: FEB 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alberto Cribiore For For Management
1.2 Elect Director Aulana L. Peters For For Management
1.3 Elect Director Charles O. Rossotti For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against For Shareholder
4 Compensation- Director Compensation Against Abstain Shareholder
5 Review Executive Compensation Against Against Shareholder
- --------------------------------------------------------------------------------
OLD REPUBLIC INTERNATIONAL CORP.
Ticker: ORI Security ID: 680223104
Meeting Date: MAY 26, 2006 Meeting Type: Annual
Record Date: MAR 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harrington Bischof For For Management
1.2 Elect Director Peter Lardner For For Management
1.3 Elect Director Charles F. Titterton For For Management
1.4 Elect Director Steven R. Walker For For Management
2 Approve Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
PITNEY BOWES INC.
Ticker: PBI Security ID: 724479100
Meeting Date: MAY 8, 2006 Meeting Type: Annual
Record Date: MAR 10, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anne Sutherland Fuchs For For Management
1.2 Elect Director James H. Keyes For For Management
1.3 Elect Director David L. Shedlarz For For Management
1.4 Elect Director David B. Snow, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Approve Qualified Employee Stock Purchase For For Management
Plan
- --------------------------------------------------------------------------------
TIME WARNER INC
Ticker: TWX Security ID: 887317105
Meeting Date: MAY 19, 2006 Meeting Type: Annual
Record Date: MAR 24, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James L. Barksdale For For Management
1.2 Elect Director Stephen F. Bollenbach For For Management
1.3 Elect Director Frank J Caufield For For Management
1.4 Elect Director Robert C. Clark For For Management
1.5 Elect Director Jessica P. Einhorn For For Management
1.6 Elect Director Reuben Mark For For Management
1.7 Elect Director Michael A. Miles For For Management
1.8 Elect Director Kenneth J. Novack For For Management
1.9 Elect Director Richard D. Parsons For For Management
1.10 Elect Director Francis T. Vincent, Jr For For Management
1.11 Elect Director Deborah C. Wright For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Adopt Simple Majority Vote Requirement Against For Shareholder
5 Separate Chairman and CEO Positions Against Against Shareholder
6 Develop a Code Vendor of Conduct Against Against Shareholder
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
Ticker: TYC Security ID: 902124106
Meeting Date: MAR 9, 2006 Meeting Type: Annual
Record Date: JAN 9, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 For For Management
2.1 Elect Director Dennis C. Blair For For Management
2.2 Elect Director Edward D. Breen For For Management
2.3 Elect Director Brian Duperreault For For Management
2.4 Elect Director Bruce S. Gordon For For Management
2.5 Elect Director Rajiv L. Gupta For For Management
2.6 Elect Director John A. Krol For For Management
2.7 Elect Director Mackey J. Mcdonald For For Management
2.8 Elect Director H. Carl Mccall For For Management
2.9 Elect Director Brendan R. O'Neill For For Management
2.10 Elect Director Sandra S. Wijnberg For For Management
2.11 Elect Director Jerome B. York For For Management
3 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO APPOINT AN ADDITIONAL DIRECTOR TO FILL
THE VACANCY PROPOSED TO BE CREATED ON THE
BOARD
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 2, 2006 Meeting Type: Annual
Record Date: APR 5, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Aida M. Alvarez For For Management
1.2 Elect Director James W. Breyer For For Management
1.3 Elect Director M. Michele Burns For For Management
1.4 Elect Director James I. Cash, Jr., Ph.D. For For Management
1.5 Elect Director Douglas N. Daft For For Management
1.6 Elect Director David D. Glass For For Management
1.7 Elect Director Roland A. Hernandez For For Management
1.8 Elect Director H. Lee Scott, Jr. For For Management
1.9 Elect Director Jack C. Shewmaker For For Management
1.10 Elect Director Jim C. Walton For For Management
1.11 Elect Director S. Robson Walton For For Management
1.12 Elect Director Christopher J. Williams For For Management
1.13 Elect Director Linda S. Wolf For For Management
2 Ratify Auditors For For Management
3 Report on Animal Welfare Standards Against Against Shareholder
4 Report on Political Contributions Against Against Shareholder
5 Require a Majority Vote for the Election Against Against Shareholder
of Directors
6 Prepare a Sustainability Report Against Against Shareholder
7 Report on Pay Disparity Against Against Shareholder
8 Report on Stock Option Distribution by Against Against Shareholder
Race and Gender
- --------------------------------------------------------------------------------
WYETH
Ticker: WYE Security ID: 983024100
Meeting Date: APR 27, 2006 Meeting Type: Annual
Record Date: MAR 3, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert Essner For For Management
1.2 Elect Director John D. Feerick For For Management
1.3 Elect Director Frances D. Fergusson, For For Management
Ph.D.
1.4 Elect Director Victor F. Ganzi For For Management
1.5 Elect Director Robert Langer For For Management
1.6 Elect Director John P. Mascotte For For Management
1.7 Elect Director Mary Lake Polan, M.D., For For Management
Ph.D.
1.8 Elect Director Gary L. Rogers For For Management
1.9 Elect Director Ivan G. Seidenberg For For Management
1.10 Elect Director Walter V. Shipley For For Management
1.11 Elect Director John R. Torell, III For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Omnibus For For Management
Stock Plan
4 Report on Product Availability in Canada Against Against Shareholder
5 Report on Political Contributions Against Against Shareholder
6 Report on Animal welfare Policy Against Against Shareholder
7 Require a Majority Vote for the Election Against Against Shareholder
of Directors
8 Separate Chairman and CEO Positions Against Against Shareholder
9 Adopt Simple Majority Vote Requirement Against For Shareholder
========== END NPX REPORT