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 85756
__________________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(800) 432-2504
Date of fiscal year end: 12/31
Date of reporting period: 07/01/2013-06/30/2014
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 25, 2014
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03931
Reporting Period: 07/01/2013 - 06/30/2014
Clipper Fund, Inc.
================================= Clipper Fund =================================
AMERICAN EXPRESS COMPANY
Ticker: AXP Security ID: 025816109
Meeting Date: MAY 12, 2014 Meeting Type: Annual
Record Date: MAR 14, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Charlene Barshefsky For For Management
1b Elect Director Ursula M. Burns For For Management
1c Elect Director Kenneth I. Chenault For For Management
1d Elect Director Peter Chernin For For Management
1e Elect Director Anne Lauvergeon For For Management
1f Elect Director Theodore J. Leonsis For For Management
1g Elect Director Richard C. Levin For For Management
1h Elect Director Richard A. McGinn For For Management
1i Elect Director Samuel J. Palmisano For For Management
1j Elect Director Steven S Reinemund For For Management
1k Elect Director Daniel L. Vasella For For Management
1l Elect Director Robert D. Walter For For Management
1m Elect Director Ronald A. Williams For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Prepare Employment Diversity Report Against Against Shareholder
5 Report on Board Oversight of Privacy Against Against Shareholder
and Data Security and Requests for
Customer Information
6 Provide Right to Act by Written Consent Against For Shareholder
7 Stock Retention/Holding Period Against Against Shareholder
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BERKSHIRE HATHAWAY INC.
Ticker: BRK/A Security ID: 084670108
Meeting Date: MAY 03, 2014 Meeting Type: Annual
Record Date: MAR 05, 2014
# 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 Stephen B. Burke For For Management
1.5 Elect Director Susan L. Decker For For Management
1.6 Elect Director William H. Gates, III For For Management
1.7 Elect Director David S. Gottesman For For Management
1.8 Elect Director Charlotte Guyman For For Management
1.9 Elect Director Donald R. Keough For For Management
1.10 Elect Director Thomas S. Murphy For For Management
1.11 Elect Director Ronald L. Olson For For Management
1.12 Elect Director Walter Scott, Jr. For For Management
1.13 Elect Director Meryl B. Witmer For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency Three Three Management
Years Years
4 Adopt Quantitative Goals for GHG and Against Against Shareholder
Other Air Emissions
5 Approve Annual Dividends Against Against Shareholder
--------------------------------------------------------------------------------
CANADIAN NATURAL RESOURCES LIMITED
Ticker: CNQ Security ID: 136385101
Meeting Date: MAY 08, 2014 Meeting Type: Annual
Record Date: MAR 19, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Catherine M. Best, N. Murray For For Management
Edwards, Timothy W. Faithfull, Gary A.
Filmon, Christopher L. Fong, Gordon D.
Giffin, Wilfred A. Gobert, Steve W.
Laut, Keith A. J. MacPhail, Frank J.
McKenna, Eldon R. Smith, and David A.
Tuer as Directors
1.1 Elect Director Catherine M. Best For For Management
1.2 Elect Director N. Murray Edwards For For Management
1.3 Elect Director Timothy W. Faithfull For For Management
1.4 Elect Director Gary A. Filmon For For Management
1.5 Elect Director Christopher L. Fong For For Management
1.6 Elect Director Gordon D. Giffin For For Management
1.7 Elect Director Wilfred A. Gobert For For Management
1.8 Elect Director Steve W. Laut For For Management
1.9 Elect Director Keith A. J. MacPhail For For Management
1.10 Elect Director Frank J. McKenna For For Management
1.11 Elect Director Eldon R. Smith For For Management
1.12 Elect Director David A. Tuer For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Advisory Vote on Executive For For Management
Compensation Approach
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COSTCO WHOLESALE CORPORATION
Ticker: COST Security ID: 22160K105
Meeting Date: JAN 30, 2014 Meeting Type: Annual
Record Date: NOV 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Susan L. Decker For For Management
1.2 Elect Director Richard M. Libenson For For Management
1.3 Elect Director John W. Meisenbach For For Management
1.4 Elect Director Charles T. Munger For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Adopt Simple Majority Vote Against Against Shareholder
5 Declassify the Board of Directors None Against Management
--------------------------------------------------------------------------------
CVS CAREMARK CORPORATION
Ticker: CVS Security ID: 126650100
Meeting Date: MAY 08, 2014 Meeting Type: Annual
Record Date: MAR 13, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. David Brown, II For For Management
1.2 Elect Director Nancy-Ann M. DeParle For For Management
1.3 Elect Director David W. Dorman For For Management
1.4 Elect Director Anne M. Finucane For For Management
1.5 Elect Director Larry J. Merlo For For Management
1.6 Elect Director Jean-Pierre Millon For For Management
1.7 Elect Director Richard J. Swift For For Management
1.8 Elect Director William C. Weldon For For Management
1.9 Elect Director Tony L. White For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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DIAGEO PLC
Ticker: DGE LN Security ID: G42089113
Meeting Date: SEP 19, 2013 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Approve Remuneration Report For For Management
3 Approve Final Dividend For For Management
4 Re-elect Peggy Bruzelius as Director For For Management
5 Re-elect Laurence Danon as Director For For Management
6 Re-elect Lord Davies as Director For For Management
7 Re-elect Ho KwonPing as Director For For Management
8 Re-elect Betsy Holden as Director For For Management
9 Re-elect Dr Franz Humer as Director For For Management
10 Re-elect Deirdre Mahlan as Director For For Management
11 Re-elect Ivan Menezes as Director For For Management
12 Re-elect Philip Scott as Director For For Management
13 Appoint KPMG LLP as Auditors For For Management
14 Authorise Board to Fix Remuneration of For For Management
Auditors
15 Authorise Issue of Equity with For For Management
Pre-emptive Rights
16 Authorise Issue of Equity without For For Management
Pre-emptive Rights
17 Authorise Market Purchase of Ordinary For For Management
Shares
18 Authorise EU Political Donations and For For Management
Expenditure
19 Authorise the Company to Call EGM with For For Management
Two Weeks' Notice
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EVEREST RE GROUP, LTD.
Ticker: RE Security ID: G3223R108
Meeting Date: MAY 14, 2014 Meeting Type: Annual
Record Date: MAR 20, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dominic J. Addesso For For Management
1.2 Elect Director John J. Amore For For Management
1.3 Elect Director John R. Dunne For For Management
1.4 Elect Director William F. Galtney, Jr. For For Management
1.5 Elect Director Roger M. Singer For For Management
1.6 Elect Director Joseph V. Taranto For For Management
1.7 Elect Director John A. Weber For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: MAY 14, 2014 Meeting Type: Annual
Record Date: MAR 17, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Larry Page For For Management
1.2 Elect Director Sergey Brin For For Management
1.3 Elect Director Eric E. Schmidt For For Management
1.4 Elect Director L. John Doerr For Withhold Management
1.5 Elect Director Diane B. Greene For For Management
1.6 Elect Director John L. Hennessy For For Management
1.7 Elect Director Ann Mather For For Management
1.8 Elect Director Paul S. Otellini For Withhold Management
1.9 Elect Director K. Ram Shriram For For Management
1.10 Elect Director Shirley M. Tilghman For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For Against Management
Executive Officers' Compensation
4 Approve Recapitalization Plan for all Against For Shareholder
Stock to Have One-vote per Share
5 Report on Lobbying Payments and Policy Against Against Shareholder
6 Require a Majority Vote for the Against For Shareholder
Election of Directors
7 Adopt Policy and Report on Impact of Against Against Shareholder
Tax Strategy
8 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY
Ticker: HPQ Security ID: 428236103
Meeting Date: MAR 19, 2014 Meeting Type: Annual
Record Date: JAN 21, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc L. Andreessen For For Management
1.2 Elect Director Shumeet Banerji For For Management
1.3 Elect Director Robert R. Bennett For For Management
1.4 Elect Director Rajiv L. Gupta For For Management
1.5 Elect Director Raymond J. Lane For For Management
1.6 Elect Director Ann M. Livermore For For Management
1.7 Elect Director Raymond E. Ozzie For For Management
1.8 Elect Director Gary M. Reiner For For Management
1.9 Elect Director Patricia F. Russo For For Management
1.10 Elect Director James A. Skinner For For Management
1.11 Elect Director Margaret C. Whitman For For Management
1.12 Elect Director Ralph V. Whitworth For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Establish Board Committee on Human Against Against Shareholder
Rights
--------------------------------------------------------------------------------
JULIUS BAER GRUPPE AG
Ticker: BAER VX Security ID: H4414N103
Meeting Date: APR 09, 2014 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Accept Financial Statements and For For Management
Statutory Reports
1.2 Approve Remuneration Report For For Management
2 Approve Allocation of Income and For For Management
Dividends of CHF 0.60 per Share
3 Approve Discharge of Board and Senior For For Management
Management
4.1.1 Reelect Daniel Sauter as Director For For Management
4.1.2 Reelect Gilbert Achermann as Director For For Management
4.1.3 Reelect Andreas Amschwand as Director For For Management
4.1.4 Reelect Heinrich Baumann as Director For For Management
4.1.5 Reelect Claire Giraut as Director For For Management
4.1.6 Reelect Gareth Penny as Director For For Management
4.1.7 Reelect Charles Stonehill as Director For For Management
4.2 Elect Daniel Sauter as Board Chairman For For Management
4.3.1 Appoint Gilbert Achermann as Member of For For Management
the Compensation Committee
4.3.2 Appoint Heinrich Baumann as Member of For For Management
the Compensation Committee
4.3.3 Appoint Gareth Penny as Member of the For For Management
Compensation Committee
5 Ratify KPMG AG as Auditors For For Management
6 Amend Articles Re: Ordinance Against For For Management
Excessive Remuneration at Listed
Companies
7 Designate Marc Nater as Independent For For Management
Proxy
--------------------------------------------------------------------------------
LABORATORY CORPORATION OF AMERICA HOLDINGS
Ticker: LH Security ID: 50540R409
Meeting Date: MAY 14, 2014 Meeting Type: Annual
Record Date: MAR 17, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Kerrii B. Anderson For For Management
1b Elect Director Jean-Luc Belingard For For Management
1c Elect Director D. Gary Gilliland For For Management
1d Elect Director David P. King For For Management
1e Elect Director Garheng Kong For For Management
1f Elect Director Robert E. Mittelstaedt, For For Management
Jr.
1g Elect Director Peter M. Neupert For For Management
1h Elect Director Adam H. Schechter For For Management
1i Elect Director R. Sanders Williams For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
LAFARGE
Ticker: LG FP Security ID: F54432111
Meeting Date: MAY 07, 2014 Meeting Type: Annual/Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
Statutory Reports
2 Approve Consolidated Financial For For Management
Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
Dividends of EUR 1 per Share
4 Approve Auditors' Special Report on For For Management
Related-Party Transactions Mentioning
the Absence of New Transactions
5 Reelect Veronique Weill as Director For For Management
6 Elect Mina Gerowin as Director For For Management
7 Elect Christine Ramon as Director For For Management
8 Advisory Vote on Compensation of Bruno For For Management
Lafont, Chairman and CEO
9 Authorize Repurchase of Up to 5 For For Management
Percent of Issued Share Capital
10 Amend Article 14.5 of Bylaws Re: For For Management
Employee Representative
11 Amend Article 14.1 and 14.2 of Bylaws For For Management
Re: Age Limit of Directors, Director
Length of Term
12 Authorize Filing of Required For For Management
Documents/Other Formalities
--------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.
Ticker: LVS Security ID: 517834107
Meeting Date: JUN 04, 2014 Meeting Type: Annual
Record Date: APR 14, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles D. Forman For For Management
1.2 Elect Director George Jamieson For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
LOEWS CORPORATION
Ticker: L Security ID: 540424108
Meeting Date: MAY 13, 2014 Meeting Type: Annual
Record Date: MAR 19, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Lawrence S. Bacow For For Management
1b Elect Director Ann E. Berman For For Management
1c Elect Director Joseph L. Bower For For Management
1d Elect Director Charles M. Diker For For Management
1e Elect Director Jacob A. Frenkel For For Management
1f Elect Director Paul J. Fribourg For For Management
1g Elect Director Walter L. Harris For For Management
1h Elect Director Philip A. Laskawy For For Management
1i Elect Director Ken Miller For For Management
1j Elect Director Andrew H. Tisch For For Management
1k Elect Director James S. Tisch For For Management
1l Elect Director Jonathan M. Tisch For For Management
1m Elect Director Anthony Welters For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MARKEL CORPORATION
Ticker: MKL Security ID: 570535104
Meeting Date: MAY 12, 2014 Meeting Type: Annual
Record Date: MAR 05, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Alfred Broaddus, Jr. For For Management
1.2 Elect Director K. Bruce Connell For For Management
1.3 Elect Director Douglas C. Eby For For Management
1.4 Elect Director Stewart M. Kasen For For Management
1.5 Elect Director Alan I. Kirshner For For Management
1.6 Elect Director Lemuel E. Lewis For For Management
1.7 Elect Director Anthony F. Markel For For Management
1.8 Elect Director Steven A. Markel For For Management
1.9 Elect Director Darrell D. Martin For For Management
1.10 Elect Director Michael O'Reilly For For Management
1.11 Elect Director Jay M. Weinberg For For Management
1.12 Elect Director Debora J. Wilson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MICROSOFT CORPORATION
Ticker: MSFT Security ID: 594918104
Meeting Date: NOV 19, 2013 Meeting Type: Annual
Record Date: SEP 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Steven A. Ballmer For For Management
2 Elect Director Dina Dublon For For Management
3 Elect Director William H. Gates For For Management
4 Elect Director Maria M. Klawe For For Management
5 Elect Director Stephen J. Luczo 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 John W. Thompson For For Management
10 Amend Executive Incentive Bonus Plan For For Management
11 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
12 Ratify Auditors For For Management
--------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
Ticker: TXN Security ID: 882508104
Meeting Date: APR 17, 2014 Meeting Type: Annual
Record Date: FEB 18, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ralph W. Babb, Jr. For For Management
1b Elect Director Mark A. Blinn For For Management
1c Elect Director Daniel A. Carp For For Management
1d Elect Director Carrie S. Cox For For Management
1e Elect Director Ronald Kirk For For Management
1f Elect Director Pamela H. Patsley For For Management
1g Elect Director Robert E. Sanchez For For Management
1h Elect Director Wayne R. Sanders For For Management
1i Elect Director Ruth J. Simmons For For Management
1j Elect Director Richard K. Templeton For For Management
1k Elect Director Christine Todd Whitman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Approve Qualified Employee Stock For For Management
Purchase Plan
5 Amend Omnibus Stock Plan For For Management
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THE BANK OF NEW YORK MELLON CORPORATION
Ticker: BK Security ID: 064058100
Meeting Date: APR 08, 2014 Meeting Type: Annual
Record Date: FEB 07, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruth E. Bruch For For Management
1.2 Elect Director Nicholas M. Donofrio For For Management
1.3 Elect Director Jeffrey A. Goldstein For For Management
1.4 Elect Director Gerald L. Hassell For For Management
1.5 Elect Director Edmund F. 'Ted' Kelly For For Management
1.6 Elect Director Richard J. Kogan For For Management
1.7 Elect Director Michael J. Kowalski For For Management
1.8 Elect Director John A. Luke, Jr. For For Management
1.9 Elect Director Mark A. Nordenberg For For Management
1.10 Elect Director Catherine A. Rein For For Management
1.11 Elect Director William C. Richardson For For Management
1.12 Elect Director Samuel C. Scott, III For For Management
1.13 Elect Director Wesley W. von Schack For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Require Independent Board Chairman Against Against Shareholder
--------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION
Ticker: SCHW Security ID: 808513105
Meeting Date: MAY 15, 2014 Meeting Type: Annual
Record Date: MAR 17, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Frank C. Herringer For For Management
1b Elect Director Stephen T. McLin For For Management
1c Elect Director Roger O. Walther For For Management
1d Elect Director Robert N. Wilson For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Report on Political Contributions Against Against Shareholder
5 Prepare Employment Diversity Report Against Against Shareholder
6 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED
Ticker: UNH Security ID: 91324P102
Meeting Date: JUN 02, 2014 Meeting Type: Annual
Record Date: APR 04, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director William C. Ballard, Jr. For For Management
1b Elect Director Edson Bueno For For Management
1c Elect Director Richard T. Burke For For Management
1d Elect Directo Robert J. Darretta For For Management
1e Elect Director Stephen J. Hemsley For For Management
1f Elect Director Michele J. Hooper For For Management
1g Elect Director Rodger A. Lawson For For Management
1h Elect Director Douglas W. Leatherdale For For Management
1i Elect Director Glenn M. Renwick For For Management
1j Elect Director Kenneth I. Shine For For Management
1k Elect Director Gail R. Wilensky For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Provide for Cumulative Voting Against Against Shareholder
5 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
WELLS FARGO & COMPANY
Ticker: WFC Security ID: 949746101
Meeting Date: APR 29, 2014 Meeting Type: Annual
Record Date: MAR 04, 2014
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John D. Baker, II For For Management
1b Elect Director Elaine L. Chao For For Management
1c Elect Director John S. Chen For For Management
1d Elect Director Lloyd H. Dean For For Management
1e Elect Director Susan E. Engel For For Management
1f Elect Director Enrique Hernandez, Jr. For For Management
1g Elect Director Donald M. James For For Management
1h Elect Director Cynthia H. Milligan For For Management
1i Elect Director Federico F. Pena For For Management
1j Elect Director James H. Quigley For For Management
1k Elect Director Judith M. Runstad For For Management
1l Elect Director Stephen W. Sanger For For Management
1m Elect Director John G. Stumpf For For Management
1n Elect Director Susan G. Swenson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Require Independent Board Chairman Against Against Shareholder
5 Review Fair Housing and Fair Lending Against Against Shareholder
Compliance
========== END NPX REPORT