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: 07/01/2006-06/30/2007
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 22, 2007
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03931
Reporting Period: 07/01/2006 - 06/30/2007
Clipper Fund, Inc.
================================= CLIPPER FUND =================================
ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: APR 26, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# 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 Provide for Cumulative Voting Against Against Shareholder
4 Disclose Information on Secondhand Smoke Against Against Shareholder
5 Cease Add Campaigns Oriented to Prevent Against Against Shareholder
Youth Smoking
6 Cease Production, Promotion, and Against Against Shareholder
Marketing of Tobacco Products
7 Adopt Animal Welfare Policy Against Against Shareholder
- --------------------------------------------------------------------------------
AMERICAN EXPRESS CO.
Ticker: AXP Security ID: 025816109
Meeting Date: APR 23, 2007 Meeting Type: Annual
Record Date: FEB 28, 2007
# 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 Vernon E. Jordan, Jr. For For Management
1.7 Elect Director Jan Leschly For For Management
1.8 Elect Director Richard C. Levin For For Management
1.9 Elect Director Richard 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 Steven S. Reinemund For For Management
1.13 Elect Director Robert D. Walter For For Management
1.14 Elect Director Ronald A. Williams For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Provide for Cumulative Voting Against Against Shareholder
- --------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 16, 2007 Meeting Type: Annual
Record Date: MAR 23, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marshall A. Cohen For For Management
1.2 Elect Director Martin S. Feldstein For For Management
1.3 Elect Director Ellen V. Futter For For Management
1.4 Elect Director Stephen L. Hammerman For For Management
1.5 Elect Director Richard C. Holbrooke For Withhold Management
1.6 Elect Director Fred H. Langhammer For For Management
1.7 Elect Director George L. Miles, Jr. For For Management
1.8 Elect Director Morris W. Offit For For Management
1.9 Elect Director James F. Orr, III For Withhold Management
1.10 Elect Director Virginia M. Rometty 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 Omnibus Stock Plan For For Management
4 Performance-Based and/or Time-Based Against Against Shareholder
Equity Awards
- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.
Ticker: AMP Security ID: 03076C106
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: FEB 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James M. Cracchiolo For For Management
2 Elect Director Warren D. Knowlton For For Management
3 Elect Director H. Jay Sarles For For Management
4 Elect Director Robert F. Sharpe, Jr. For For Management
5 Amend Omnibus Stock Plan For For Management
6 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.
Ticker: BRK.A Security ID: 084670108
Meeting Date: MAY 5, 2007 Meeting Type: Annual
Record Date: MAR 6, 2007
# 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 Susan L. Decker 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
2 Prohibit Investments in Foreign Against Against Shareholder
Corporations Operating in Markets
Embargoed by the United States Government
- --------------------------------------------------------------------------------
CONOCOPHILLIPS
Ticker: COP Security ID: 20825C104
Meeting Date: MAY 9, 2007 Meeting Type: Annual
Record Date: MAR 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James E. Copeland, Jr. For For Management
2 Elect Director Kenneth M. Duberstein For For Management
3 Elect Director Ruth R. Harkin For For Management
4 Elect Director William R. Rhodes For For Management
5 Elect Director J. Stapleton Roy For For Management
6 Elect Director William E. Wade, Jr. For For Management
7 Ratify Auditors For For Management
8 Report on Political Contributions Against Against Shareholder
9 Report on Renewable Energy Sources Against Against Shareholder
10 Require Director Nominee Qualifications Against Against Shareholder
11 Report on Environmental Damage from Against Against Shareholder
Drilling in the National Petroleum
Reserve
12 Report on Indigenous Peoples Rights Against Against Shareholder
Policies
13 Report on Community Impact of Operations Against Against Shareholder
- --------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 31, 2007 Meeting Type: Annual
Record Date: NOV 27, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Benjamin S. Carson For For Management
1.2 Elect Director William H. Gates For For Management
1.3 Elect Director Hamilton E. James For For Management
1.4 Elect Director Jill S. Ruckelshaus For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
GOLDEN WEST FINANCIAL CORP.
Ticker: GDW Security ID: 381317106
Meeting Date: AUG 31, 2006 Meeting Type: Special
Record Date: JUL 11, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
- --------------------------------------------------------------------------------
HARLEY-DAVIDSON, INC.
Ticker: HOG Security ID: 412822108
Meeting Date: APR 28, 2007 Meeting Type: Annual
Record Date: MAR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry K. Allen For For Management
1.2 Elect Director Richard I. Beattie For For Management
1.3 Elect Director Judson C. Green For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JOHNSON & JOHNSON
Ticker: JNJ Security ID: 478160104
Meeting Date: APR 26, 2007 Meeting Type: Annual
Record Date: FEB 27, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mary Sue Coleman For For Management
1.2 Elect Director James G. Cullen For For Management
1.3 Elect Director Michael M.E. Johns For For Management
1.4 Elect Director Arnold G. Langbo For For Management
1.5 Elect Director Susan L. Lindquist For For Management
1.6 Elect Director Leo F. Mullin For For Management
1.7 Elect Director Christine A. Poon For For Management
1.8 Elect Director Charles Prince For For Management
1.9 Elect Director Steven S Reinemund For For Management
1.10 Elect Director David Satcher For For Management
1.11 Elect Director William C. Weldon For For Management
2 Ratify Auditors For For Management
3 Require a Majority Vote for the Election Against Against Shareholder
of Directors
4 Submit Supplemental Executive Retirement Against Against Shareholder
Plans to Shareholder vote
- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.
Ticker: JPM Security ID: 46625H100
Meeting Date: MAY 15, 2007 Meeting Type: Annual
Record Date: MAR 16, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Crandall C. Bowles 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 Laban P. Jackson, Jr. For For Management
1.8 Elect Director Robert I. Lipp For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Lee R. Raymond For For Management
1.11 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 and/or Time-Based Against Against Shareholder
Equity Awards
5 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
6 Separate Chairman and CEO Positions Against Against Shareholder
7 Provide for Cumulative Voting Against Against Shareholder
8 Require a Majority Vote for the Election Against Against Shareholder
of Directors
9 Report on Political Contributions Against Against Shareholder
10 Report on Management Initiatives to Against Against Shareholder
Address Links to Slavery and Human Rights
Abuse
- --------------------------------------------------------------------------------
MELLON FINANCIAL CORP.
Ticker: MEL Security ID: 58551A108
Meeting Date: APR 17, 2007 Meeting Type: Annual
Record Date: FEB 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jared L. Cohon For For Management
1.2 Elect Director Ira J. Gumberg For For Management
1.3 Elect Director Robert P. Kelly For For Management
1.4 Elect Director David S. Shapira For For Management
1.5 Elect Director John P. Surma For For Management
2 Declassify the Board of Directors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MELLON FINANCIAL CORP.
Ticker: MEL Security ID: 58551A108
Meeting Date: MAY 24, 2007 Meeting Type: Special
Record Date: APR 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adopt Supermajority Vote Requirement for For For Management
Mergers
3 Increase Authorized Preferred and Common For For Management
Stock
4 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC.
Ticker: MER Security ID: 590188108
Meeting Date: APR 27, 2007 Meeting Type: Annual
Record Date: FEB 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John D. Finnegan For For Management
1.2 Elect Director Joseph W. Prueher For For Management
1.3 Elect Director Ann N. Reese For For Management
2 Ratify Auditors For For Management
3 Restore or Provide for Cumulative Voting Against Against Shareholder
4 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
5 Performance-Based and/or Time-Based Against Against Shareholder
Equity Awards
- --------------------------------------------------------------------------------
MICROSOFT CORP.
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 14, 2006 Meeting Type: Annual
Record Date: SEP 8, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William H. Gates, III For For Management
2 Elect Director Steven A. Ballmer For For Management
3 Elect Director James I. Cash, Jr., Ph.D. For For Management
4 Elect Director Dina Dublon For For Management
5 Elect Director Raymond V. Gilmartin For For Management
6 Elect Director David F. Marquardt For For Management
7 Elect Director Charles H. Noski For For Management
8 Elect Director Helmut Panke For For Management
9 Elect Director Jon A. Shirley For For Management
10 Ratify Auditors For For Management
11 Cease Product Sales that Can Be Used to Against Against Shareholder
Violate Human Rights
12 Amend EEO Statement to Not Reference Against Against Shareholder
Sexual Orientation
13 Establish Shareholder Advisory Committee Against Against Shareholder
- --------------------------------------------------------------------------------
PROCTER & GAMBLE COMPANY, THE
Ticker: PG Security ID: 742718109
Meeting Date: OCT 10, 2006 Meeting Type: Annual
Record Date: AUG 11, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Norman R. Augustine For For Management
1.2 Elect Director A.G. Lafley For For Management
1.3 Elect Director Johnathan A. Rodgers For For Management
1.4 Elect Director John F. Smith, Jr. For For Management
1.5 Elect Director Margaret C. Whitman For For Management
2 Approve Decrease in Size of Board For For Management
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Put Repricing of Stock Options to Against Against Shareholder
Shareholder Vote
- --------------------------------------------------------------------------------
SPRINT NEXTEL CORP
Ticker: S Security ID: 852061100
Meeting Date: MAY 8, 2007 Meeting Type: Annual
Record Date: MAR 20, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Keith J. Bane For For Management
2 Elect Director Robert R. Bennett For For Management
3 Elect Director Gordon M. Bethune For For Management
4 Elect Director Frank M. Drendel For For Management
5 Elect Director Gary D. Forsee For Against Management
6 Elect Director James H. Hance, Jr. For For Management
7 Elect Director V. Janet Hill For For Management
8 Elect Director Irvine O. Hockaday, Jr. For For Management
9 Elect Director Linda Koch Lorimer For For Management
10 Elect Director William H. Swanson For For Management
11 Ratify Auditors For For Management
12 Approve Omnibus Stock Plan For For Management
13 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
Ticker: TYC Security ID: 902124106
Meeting Date: MAR 8, 2007 Meeting Type: Annual
Record Date: JAN 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis C. Blair For For Management
1.2 Elect Director Edward D. Breen For For Management
1.3 Elect Director Brian Duperreault For For Management
1.4 Elect Director Bruce S. Gordon For For Management
1.5 Elect Director Rajiv L. Gupta For For Management
1.6 Elect Director John A. Krol For For Management
1.7 Elect Director H. Carl Mccall For For Management
1.8 Elect Director Brendan R. O'Neill For For Management
1.9 Elect Director William S. Stavropoulous For For Management
1.10 Elect Director Sandra S. Wijnberg For For Management
1.11 Elect Director Jerome B. York For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.
Ticker: TYC Security ID: 902124106
Meeting Date: MAR 8, 2007 Meeting Type: Special
Record Date: JAN 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF REVERSE STOCK SPLIT OF THE For For Management
COMPANYS COMMON SHARES AT A SPLIT RATIO
OF 1 FOR 4
2 APPROVAL OF CONSEQUENTIAL AMENDMENT TO For For Management
THE COMPANY'S AMENDED AND RESTATED
BYE-LAWS.
- --------------------------------------------------------------------------------
WACHOVIA CORP.
Ticker: WB Security ID: 929903102
Meeting Date: APR 17, 2007 Meeting Type: Annual
Record Date: FEB 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ernest S. Rady For For Management
1.2 Elect Director Jerry Gitt For For Management
1.3 Elect Director John T. Casteen, III For For Management
1.4 Elect Director Maryellen C. Herringer For For Management
1.5 Elect Director Joseph Neubauer For For Management
1.6 Elect Director Timothy D. Proctor For For Management
1.7 Elect Director Van L. Richey For For Management
1.8 Elect Director Dona Davis Young For For Management
2 Declassify the Board of Directors For For Management
3 Company Specific--Provide for Majority For For Management
Voting
4 Ratify Auditors For For Management
5 Approve Report of the Compensation Against Against Shareholder
Committee
6 Require Director Nominee Qualifications Against Against Shareholder
7 Report on Political Contributions Against Against Shareholder
8 Separate Chairman and CEO Positions Against Against Shareholder
- --------------------------------------------------------------------------------
WAL-MART STORES, INC.
Ticker: WMT Security ID: 931142103
Meeting Date: JUN 1, 2007 Meeting Type: Annual
Record Date: APR 5, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Aida M. Alvarez For For Management
2 Elect Director James W. Breyer For For Management
3 Elect Director M. Michele Burns For For Management
4 Elect Director James I. Cash, Jr. For For Management
5 Elect Director Roger C. Corbett For For Management
6 Elect Director Douglas N. Daft For For Management
7 Elect Director David D. Glass For For Management
8 Elect Director Roland A. Hernandez For For Management
9 Elect Director Allen I. Questrom For For Management
10 Elect Director H. Lee Scott, Jr. For For Management
11 Elect Director Jack C. Shewmaker For For Management
12 Elect Director Jim C. Walton For For Management
13 Elect Director S. Robson Walton For For Management
14 Elect Director Christopher J. Williams For For Management
15 Elect Director Linda S. Wolf For For Management
16 Ratify Auditors For For Management
17 Report on Charitable Contributions Against Against Shareholder
18 Report on Healthcare Policies Against Against Shareholder
19 Pay For Superior Performance Against Against Shareholder
20 Report on Equity Compensation by Race and Against Against Shareholder
Gender
21 Report on Pay Disparity Against Against Shareholder
22 Prepare Business Social Responsibility Against Against Shareholder
Report
23 Advisory Vote to Ratify Named Executive Against Against Shareholder
Officers' Compensation
24 Report on Political Contributions Against Against Shareholder
25 Report on Social and Reputation Impact of Against Against Shareholder
Failure to Comply with ILO Conventions
26 Restore or Provide for Cumulative Voting Against Against Shareholder
27 Require Director Nominee Qualifications Against Against Shareholder
========== END NPX REPORT