******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-04447
Reporting Period: 07/01/2012 - 06/30/2013
Brandywine Fund Inc
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 811-04447
Brandywine Fund, Inc.
(Exact name of registrant as specified in charter)
P.O. Box 4166
Greenville, DE 19807
(Address of principal executive offices) (Zip code)
William F. D Alonzo
P.O. Box 4166
Greenville, Delaware 19807
(Name and address of agent for service)
Registrant's telephone number, including area code(302) 656-3017
Date of fiscal year end 9/30/13
Date of reporting period: July 1, 2012 - June 30, 2013
Item 1. Proxy Voting Record.
=============================== Brandywine Fund ================================
ACTAVIS, INC.
Ticker: ACT Security ID: 00507K103
Meeting Date: MAY 10, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jack Michelson For For Management
1b Elect Director Ronald R. Taylor For For Management
1c Elect Director Andrew L. Turner For For Management
1d Elect Director Paul M. Bisaro For For Management
1e Elect Director Christopher W. Bodine For For Management
1f Elect Director Michael J. Feldman For For Management
1g Elect Director Fred G. Weiss For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Stock Retention Against Against Shareholder
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AIR LEASE CORPORATION
Ticker: AL Security ID: 00912X302
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director John G. Danhakl For For Management
1b Elect Director Matthew J. Hart For For Management
1c Elect Director Robert A. Milton For For Management
1d Elect Director John L. Plueger For For Management
1e Elect Director Anthony P. Ressler For For Management
1f Elect Director Wilbur L. Ross, Jr. For For Management
1g Elect Director Ian M. Saines For For Management
1h Elect Director Ronald D. Sugar For For Management
1i Elect Director Steven F. Udvar-Hazy For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Certain Performance-Based For For Management
Awards
5 Approve Executive Incentive Bonus Plan For For Management
6 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
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ARUBA NETWORKS, INC.
Ticker: ARUN Security ID: 043176106
Meeting Date: NOV 29, 2012 Meeting Type: Annual
Record Date: OCT 08, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dominic P. Orr For For Management
1.2 Elect Director Keerti Melkote For For Management
1.3 Elect Director Bernard Guidon For For Management
1.4 Elect Director Emmanuel Hernandez For For Management
1.5 Elect Director Michael R. Kourey For For Management
1.6 Elect Director Willem P. Roelandts For For Management
1.7 Elect Director Juergen Rottler For For Management
1.8 Elect Director Daniel Warmenhoven 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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AUTODESK, INC.
Ticker: ADSK Security ID: 052769106
Meeting Date: JUN 13, 2013 Meeting Type: Annual
Record Date: APR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Carl Bass For For Management
1b Elect Director Crawford W. Beveridge For For Management
1c Elect Director J. Hallam Dawson For For Management
1d Elect Director Thomas Georgens For For Management
1e Elect Director Per-Kristian Halvorsen For For Management
1f Elect Director Mary T. McDowell For For Management
1g Elect Director Lorrie M. Norrington For For Management
1h Elect Director Stacy J. Smith For For Management
1i Elect Director Steven M. West For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
BLUCORA, INC.
Ticker: BCOR Security ID: 095229100
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lance G. Dunn For For Management
1.2 Elect Director Steven W. Hooper For For Management
1.3 Elect Director David H. S. Chung For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Approve Conversion of Securities For For Management
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CARLISLE COMPANIES INCORPORATED
Ticker: CSL Security ID: 142339100
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Robin J. Adams For For Management
1b Elect Director Robin S. Callahan For For Management
1c Elect Director David A. Roberts For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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CARNIVAL CORPORATION
Ticker: CCL Security ID: 143658300
Meeting Date: APR 17, 2013 Meeting Type: Annual
Record Date: FEB 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Micky Arison As A Director Of For For Management
Carnival Corporation and As A Director
Of Carnival Plc.
2 Reelect Jonathon Band As A Director Of For For Management
Carnival Corporation and As A Director
Of Carnival Plc.
3 Reelect Arnold W. Donald As A Director For For Management
Of Carnival Corporation and As A
Director Of Carnival Plc.
4 Reelect Pier Luigi Foschi As A For For Management
Director Of Carnival Corporation and
As A Director Of Carnival Plc.
5 Reelect Howard S. Frank As A Director For For Management
Of Carnival Corporation and As A
Director Of Carnival Plc.
6 Reelect Richard J. Glasier As A For For Management
Director Of Carnival Corporation and
As A Director Of Carnival Plc.
7 Reelect Debra Kelly-Ennis As A For For Management
Director Of Carnival Corporation and
As A Director Of Carnival Plc.
8 Reelect John Parker As A Director Of For For Management
Carnival Corporation and As A Director
Of Carnival Plc.
9 Reelect Stuart Subotnick As A Director For For Management
Of Carnival Corporation and As A
Director Of Carnival Plc.
10 Reelect Laura Weil As A Director Of For For Management
Carnival Corporation and As A Director
Of Carnival Plc.
11 Reelect Randall J. Weisenburger As A For For Management
Director Of Carnival Corporation and
As A Director Of Carnival Plc.
12 Reappoint The UK Firm Of For For Management
PricewaterhouseCoopers LLP As
Independent Auditors For Carnival Plc
And Ratify The U.S. Firm Of
PricewaterhouseCoopers LLP As The
Independent Auditor For Carnival
Corporation
13 Authorize The Audit Committee Of For For Management
Carnival Plc To Fix Remuneration Of
The Independent Auditors Of Carnival
Plc
14 Receive The UK Accounts And Reports Of For For Management
The Directors And Auditors Of Carnival
Plc For The Year Ended November 30,
2011
15 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
16 Approve Remuneration of Executive For For Management
Directors
17 Authorize Issue of Equity with For For Management
Pre-emptive Rights
18 Authorize Issue of Equity without For For Management
Pre-emptive Rights
19 Authorize Shares for Market Purchase For For Management
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CARPENTER TECHNOLOGY CORPORATION
Ticker: CRS Security ID: 144285103
Meeting Date: OCT 08, 2012 Meeting Type: Annual
Record Date: AUG 10, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carl G. Anderson, Jr. For For Management
1.2 Elect Director Philip M. Anderson For For Management
1.3 Elect Director Jeffrey Wadsworth For For Management
1.4 Elect Director William A. Wulfsohn For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
CELGENE CORPORATION
Ticker: CELG Security ID: 151020104
Meeting Date: JUN 12, 2013 Meeting Type: Annual
Record Date: APR 17, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Hugin For For Management
1.2 Elect Director Richard Barker For For Management
1.3 Elect Director Michael D. Casey For For Management
1.4 Elect Director Carrie S. Cox For For Management
1.5 Elect Director Rodman L. Drake For For Management
1.6 Elect Director Michael A. Friedman For For Management
1.7 Elect Director Gilla Kaplan For For Management
1.8 Elect Director James J. Loughlin For For Management
1.9 Elect Director Ernest Mario 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
5 Stock Retention/Holding Period Against Against Shareholder
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CHURCH & DWIGHT CO., INC.
Ticker: CHD Security ID: 171340102
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Bradley C. Irwin For For Management
1b Elect Director Penry W. Price For For Management
1c Elect Director Arthur B. Winkleblack For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
CIGNA CORPORATION
Ticker: CI Security ID: 125509109
Meeting Date: APR 24, 2013 Meeting Type: Annual
Record Date: FEB 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David M. Cordani For For Management
1.2 Elect Director Isaiah Harris, Jr. For For Management
1.3 Elect Director Jane E. Henney For For Management
1.4 Elect Director Donna F. Zarcone For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Report on Lobbying Payments and Policy Against Against Shareholder
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COMCAST CORPORATION
Ticker: CMCSA Security ID: 20030N101
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth J. Bacon For For Management
1.2 Elect Director Sheldon M. Bonovitz For For Management
1.3 Elect Director Joseph J. Collins For For Management
1.4 Elect Director J. Michael Cook For For Management
1.5 Elect Director Gerald L. Hassell For For Management
1.6 Elect Director Jeffrey A. Honickman For For Management
1.7 Elect Director Eduardo G. Mestre For For Management
1.8 Elect Director Brian L. Roberts For For Management
1.9 Elect Director Ralph J. Roberts For For Management
1.10 Elect Director Johnathan A. Rodgers For For Management
1.11 Elect Director Judith Rodin For For Management
2 Ratify Auditors For For Management
3 Pro-rata Vesting of Equity Awards Against Against Shareholder
4 Approve Recapitalization Plan for all Against Against Shareholder
Stock to Have One-vote per Share
--------------------------------------------------------------------------------
DELTIC TIMBER CORPORATION
Ticker: DEL Security ID: 247850100
Meeting Date: APR 25, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Randolph C. Coley For For Management
1.2 Elect Director R. Hunter Pierson, Jr. For For Management
1.3 Elect Director J. Thurston Roach For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
DOLLAR TREE, INC.
Ticker: DLTR Security ID: 256746108
Meeting Date: JUN 20, 2013 Meeting Type: Annual
Record Date: APR 12, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Arnold S. Barron For For Management
1.2 Elect Director Macon F. Brock, Jr. For For Management
1.3 Elect Director Mary Anne Citrino For For Management
1.4 Elect Director H. Ray Compton For For Management
1.5 Elect Director Conrad M. Hall For For Management
1.6 Elect Director Lemuel E. Lewis For For Management
1.7 Elect Director J. Douglas Perry For For Management
1.8 Elect Director Bob Sasser For For Management
1.9 Elect Director Thomas A. Saunders, III For For Management
1.10 Elect Director Thomas E. Whiddon For For Management
1.11 Elect Director Carl P. Zeithaml For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Deferred Compensation Plan For For Management
4 Ratify Auditors For For Management
5 Increase Authorized Common Stock For For Management
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FIRST AMERICAN FINANCIAL CORPORATION
Ticker: FAF Security ID: 31847R102
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Anthony K. Anderson For For Management
1.2 Elect Director Parker S. Kennedy For For Management
1.3 Elect Director Mark C. Oman For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
GENESCO INC.
Ticker: GCO Security ID: 371532102
Meeting Date: JUN 27, 2013 Meeting Type: Annual
Record Date: APR 29, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James S. Beard For For Management
1.2 Elect Director Leonard L. Berry For For Management
1.3 Elect Director William F. Blaufuss, Jr. For For Management
1.4 Elect Director James W. Bradford For For Management
1.5 Elect Director Robert J. Dennis For For Management
1.6 Elect Director Matthew C. Diamond For For Management
1.7 Elect Director Marty G. Dickens For For Management
1.8 Elect Director Thurgood Marshall, Jr. For For Management
1.9 Elect Director Kathleen Mason For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
GOOGLE INC.
Ticker: GOOG Security ID: 38259P508
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 08, 2013
# 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 For 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 For 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 Report on Reducing Lead Battery Health Against Against Shareholder
Hazards
4 Approve Recapitalization Plan for all Against Against Shareholder
Stock to Have One-vote per Share
5 Stock Retention/Holding Period Against Against Shareholder
6 Adopt Policy on Succession Planning Against Against Shareholder
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HEADWATERS INCORPORATED
Ticker: HW Security ID: 42210P102
Meeting Date: FEB 21, 2013 Meeting Type: Annual
Record Date: DEC 31, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R Sam Christensen For For Management
1.2 Elect Director Malyn K. Malquist For For Management
1.3 Elect Director Sylvia Summers For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
HERCULES OFFSHORE, INC.
Ticker: HERO Security ID: 427093109
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas R. Bates, Jr. For For Management
1.2 Elect Director Thomas M Hamilton For For Management
1.3 Elect Director Thierry Pilenko For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
HERTZ GLOBAL HOLDINGS, INC.
Ticker: HTZ Security ID: 42805T105
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry H. Beracha For For Management
1.2 Elect Director Brian A. Bemasek For For Management
1.3 Elect Director George W. Tamke For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
HUNTSMAN CORPORATION
Ticker: HUN Security ID: 447011107
Meeting Date: MAY 02, 2013 Meeting Type: Annual
Record Date: MAR 08, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nolan D. Archibald For For Management
1.2 Elect Director M. Anthony Burns For For Management
1.3 Elect Director Jon M. Huntsman, Jr. For For Management
1.4 Elect Director Robert J. Margetts For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Declassify the Board of Directors Against Against Shareholder
--------------------------------------------------------------------------------
ICON PLC
Ticker: IJF Security ID: 45103T107
Meeting Date: DEC 17, 2012 Meeting Type: Special
Record Date: NOV 07, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Conversion to a Direct Listing For For Management
on NASDAQ
2 Amend Articles of Association Re: For For Management
Conversion to Direct Listing on NASDAQ
3 Authorize Share Repurchase Program For For Management
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INFORMATICA CORPORATION
Ticker: INFA Security ID: 45666Q102
Meeting Date: MAY 24, 2013 Meeting Type: Annual
Record Date: APR 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Mark Garrett For For Management
1b Elect Director Gerald Held For For Management
1c Elect Director Charles J. Robel For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
JARDEN CORPORATION
Ticker: JAH Security ID: 471109108
Meeting Date: MAY 30, 2013 Meeting Type: Annual
Record Date: APR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ian G. H. Ashken For For Management
1.2 Elect Director William P. Lauder For For Management
1.3 Elect Director Robert L. Wood For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Declassify the Board of Directors Against Against Shareholder
--------------------------------------------------------------------------------
LENNAR CORPORATION
Ticker: LEN Security ID: 526057104
Meeting Date: APR 10, 2013 Meeting Type: Annual
Record Date: FEB 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Irving Bolotin For For Management
1.2 Elect Director Steven L. Gerard For For Management
1.3 Elect Director Theron I. (Tig) Gilliam For For Management
1.4 Elect Director Sherrill W. Hudson For For Management
1.5 Elect Director R. Kirk Landon For For Management
1.6 Elect Director Sidney Lapidus For For Management
1.7 Elect Director Stuart A. Miller For For Management
1.8 Elect Director Jeffrey Sonnenfeld For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MACY'S, INC.
Ticker: M Security ID: 55616P104
Meeting Date: MAY 17, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Stephen F. Bollenbach For For Management
1b Elect Director Deirdre P. Connelly For For Management
1c Elect Director Meyer Feldberg For For Management
1d Elect Director Sara Levinson For For Management
1e Elect Director Terry J. Lundgren For For Management
1f Elect Director Joseph Neubauer For For Management
1g Elect Director Joyce M. Roche For For Management
1h Elect Director Paul C. Varga For For Management
1i Elect Director Craig E. Weatherup For For Management
1j Elect Director Marna C. Whittington For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
MARVELL TECHNOLOGY GROUP LTD.
Ticker: MRVL Security ID: G5876H105
Meeting Date: JUN 26, 2013 Meeting Type: Annual
Record Date: APR 29, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Sehat Sutardja For For Management
1b Elect Director Juergen Gromer For For Management
1c Elect Director John G. Kassakian For For Management
1d Elect Director Arturo Krueger For For Management
1e Elect Director Randhir Thakur For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
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MASTEC, INC.
Ticker: MTZ Security ID: 576323109
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Dwyer For For Management
1.2 Elect Director Frank E. Jaumot For For Management
1.3 Elect Director Jose S. Sorzano For For Management
2 Ratify Auditors For For Management
3 Approve Qualified Employee Stock For For Management
Purchase Plan
4 Approve Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
MONSANTO COMPANY
Ticker: MON Security ID: 61166W101
Meeting Date: JAN 31, 2013 Meeting Type: Annual
Record Date: DEC 03, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director David L. Chicoine For For Management
1b Elect Director Arthur H. Harper For For Management
1c Elect Director Gwendolyn S. King For For Management
1d Elect Director Jon R. Moeller For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Declassify the Board of Directors For For Management
5 Report on Risk of Genetically Against Against Shareholder
Engineered Products
--------------------------------------------------------------------------------
MRC GLOBAL INC.
Ticker: MRC Security ID: 55345K103
Meeting Date: MAY 08, 2013 Meeting Type: Annual
Record Date: MAR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew R. Lane For For Management
1.2 Elect Director Leonard M. Anthony For For Management
1.3 Elect Director Rhys J. Best For For Management
1.4 Elect Director Peter C. Boylan, III For For Management
1.5 Elect Director Henry Cornell For For Management
1.6 Elect Director Christopher A.S. For For Management
Crampton
1.7 Elect Director John F.X. Daly For For Management
1.8 Elect Director Craig Ketchum For For Management
1.9 Elect Director Gerard P. Krans For For Management
1.10 Elect Director Cornelis A. Linse For For Management
1.11 Elect Director John A. Perkins For For Management
1.12 Elect Director H.B. Wehrle, III For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
NUANCE COMMUNICATIONS, INC.
Ticker: NUAN Security ID: 67020Y100
Meeting Date: JAN 25, 2013 Meeting Type: Annual
Record Date: DEC 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Paul A. Ricci For For Management
1b Elect Director Robert G. Teresi For For Management
1c Elect Director Robert J. Frankenberg For For Management
1d Elect Director Katharine A. Martin For For Management
1e Elect Director Patrick T. Hackett For For Management
1f Elect Director William H. Janeway For For Management
1g Elect Director Mark B. Myers For For Management
1h Elect Director Philip J. Quigley For For Management
1i Elect Director Mark R. Laret For For Management
2 Amend Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
OCEANEERING INTERNATIONAL, INC.
Ticker: OII Security ID: 675232102
Meeting Date: APR 26, 2013 Meeting Type: Annual
Record Date: MAR 13, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul B. Murphy, Jr. For For Management
1.2 Elect Director Harris J. Pappas For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
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ON SEMICONDUCTOR CORPORATION
Ticker: ONNN Security ID: 682189105
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 28, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Daniel McCranie For For Management
1.2 Elect Director Emmanuel T. Hernandez For For Management
1.3 Elect Director Teresa M. Ressel For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Amend Qualified Employee Stock For For Management
Purchase Plan
--------------------------------------------------------------------------------
PLUM CREEK TIMBER COMPANY, INC.
Ticker: PCL Security ID: 729251108
Meeting Date: MAY 07, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Rick R. Holley For For Management
1b Elect Director Robin Josephs For For Management
1c Elect Director John G. McDonald For For Management
1d Elect Director Robert B. McLeod For For Management
1e Elect Director John F. Morgan Sr. For For Management
1f Elect Director Marc F. Racicot For For Management
1g Elect Director Lawrence A. Selzer For For Management
1h Elect Director Stephen C. Tobias For For Management
1i Elect Director Martin A. White For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
POTLATCH CORPORATION
Ticker: PCH Security ID: 737630103
Meeting Date: MAY 06, 2013 Meeting Type: Annual
Record Date: MAR 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael J. Covey For For Management
1.2 Elect Director Charles P. Grenier For For Management
1.3 Elect Director Gregory L. Quesnel For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
PRECISION CASTPARTS CORP.
Ticker: PCP Security ID: 740189105
Meeting Date: AUG 14, 2012 Meeting Type: Annual
Record Date: JUN 12, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark Donegan For For Management
1.2 Elect Director Vernon E. Oechsle For For Management
1.3 Elect Director Ulrich Schmidt For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Executive Incentive Bonus Plan For For Management
--------------------------------------------------------------------------------
PRICELINE.COM INCORPORATED
Ticker: PCLN Security ID: 741503403
Meeting Date: JUN 06, 2013 Meeting Type: Annual
Record Date: APR 11, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tim Armstrong For For Management
1.2 Elect Director Howard W. Barker, Jr. For For Management
1.3 Elect Director Jeffery H. Boyd For For Management
1.4 Elect Director Jan L. Docter For For Management
1.5 Elect Director Jeffrey E. Epstein For For Management
1.6 Elect Director James M. Guyette For For Management
1.7 Elect Director Nancy B. Peretsman For For Management
1.8 Elect Director Thomas E. Rothman For For Management
1.9 Elect Director Craig W. Rydin For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
5 Pro-rata Vesting of Equity Awards Against Against Shareholder
--------------------------------------------------------------------------------
QUALCOMM INCORPORATED
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 05, 2013 Meeting Type: Annual
Record Date: JAN 07, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Barbara T. Alexander For For Management
1b Elect Director Donald G. Cruickshank For For Management
1c Elect Director Raymond V. Dittamore For For Management
1d Elect Director Susan Hockfield For For Management
1e Elect Director Thomas W. Horton For For Management
1f Elect Director Paul E. Jacobs For For Management
1g Elect Director Sherry Lansing For For Management
1h Elect Director Duane A. Nelles For For Management
1i Elect Director Francisco Ros For For Management
1j Elect Director Brent Scowcroft For For Management
1k Elect Director Marc I. Stern For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
QUANTA SERVICES, INC.
Ticker: PWR Security ID: 74762E102
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: MAR 25, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James R. Ball For For Management
1.2 Elect Director J. Michal Conaway For For Management
1.3 Elect Director Vincent D. Foster For For Management
1.4 Elect Director Bernard Fried For For Management
1.5 Elect Director Louis C. Golm For For Management
1.6 Elect Director Worthing F. Jackman For For Management
1.7 Elect Director James F. O'Neil III For For Management
1.8 Elect Director Bruce Ranck For For Management
1.9 Elect Director Margaret B. Shannon For For Management
1.10 Elect Director Pat Wood, III For For Management
2 Ratify Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Ticker: RRTS Security ID: 76973Q105
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: APR 10, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark A. DiBlasi For For Management
1.2 Elect Director Scott D. Rued For For Management
1.3 Elect Director John G. Kennedy, III For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC.
Ticker: RHI Security ID: 770323103
Meeting Date: MAY 23, 2013 Meeting Type: Annual
Record Date: APR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew S. Berwick, Jr. For For Management
1.2 Elect Director Harold M. Messmer, Jr. For For Management
1.3 Elect Director Barbara J. Novogradac For For Management
1.4 Elect Director Robert J. Pace For For Management
1.5 Elect Director Frederick A. Richman For For Management
1.6 Elect Director M. Keith Waddell For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Amend Omnibus Stock Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
SONIC AUTOMOTIVE, INC.
Ticker: SAH Security ID: 83545G102
Meeting Date: APR 17, 2013 Meeting Type: Annual
Record Date: FEB 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director O. Bruton Smith For For Management
1.2 Elect Director B. Scott Smith For For Management
1.3 Elect Director David Bruton Smith For For Management
1.4 Elect Director William I. Belk For For Management
1.5 Elect Director William R. Brooks For For Management
1.6 Elect Director Victor H. Doolan For For Management
1.7 Elect Director Robert Heller For For Management
1.8 Elect Director Robert L. Rewey For For Management
1.9 Elect Director David C. Vorhoff For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
STARBUCKS CORPORATION
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 20, 2013 Meeting Type: Annual
Record Date: JAN 10, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Howard Schultz For For Management
1b Elect Director William W. Bradley For For Management
1c Elect Director Robert M. Gates For For Management
1d Elect Director Mellody Hobson For For Management
1e Elect Director Kevin R. Johnson For For Management
1f Elect Director Olden Lee For For Management
1g Elect Director Joshua Cooper Ramo For For Management
1h Elect Director James G. Shennan, Jr. For For Management
1i Elect Director Clara Shih For For Management
1j Elect Director Javier G. Teruel For For Management
1k Elect Director Myron E. Ullman, III For For Management
1l Elect Director Craig E. Weatherup For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Prohibit Political Spending Against Against Shareholder
--------------------------------------------------------------------------------
TEMPUR-PEDIC INTERNATIONAL INC.
Ticker: TPX Security ID: 88023U101
Meeting Date: MAY 22, 2013 Meeting Type: Annual
Record Date: APR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Evelyn S. Dilsaver For For Management
1b Elect Director Frank Doyle For For Management
1c Elect Director John A. Heil For For Management
1d Elect Director Peter K. Hoffman For For Management
1e Elect Director Sir Paul Judge For For Management
1f Elect Director Nancy F. Koehn For For Management
1g Elect Director Christopher A. Masto For For Management
1h Elect Director P. Andrews McLane For For Management
1i Elect Director Mark Sarvary For For Management
1j Elect Director Robert B. Trussell, Jr. For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Change Company Name to Tempur Sealy For For Management
International, Inc.
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
--------------------------------------------------------------------------------
TETRA TECH, INC.
Ticker: TTEK Security ID: 88162G103
Meeting Date: FEB 26, 2013 Meeting Type: Annual
Record Date: JAN 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dan L. Batrack For For Management
1.2 Elect Director Hugh M. Grant For For Management
1.3 Elect Director Patrick C. Haden For For Management
1.4 Elect Director J. Christopher Lewis For For Management
1.5 Elect Director Albert E. Smith For For Management
1.6 Elect Director J. Kenneth Thompson For For Management
1.7 Elect Director Richard H. Truly For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THE ALLSTATE CORPORATION
Ticker: ALL Security ID: 020002101
Meeting Date: MAY 21, 2013 Meeting Type: Annual
Record Date: MAR 22, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director F. Duane Ackerman For For Management
1b Elect Director Robert D. Beyer For For Management
1c Elect Director Kermit R. Crawford For For Management
1d Elect Director Jack M. Greenberg For For Management
1e Elect Director Herbert L. Henkel For For Management
1f Elect Director Ronald T. LeMay For For Management
1g Elect Director Andrea Redmond For For Management
1h Elect Director H. John Riley, Jr. For For Management
1i Elect Director John W. Rowe For For Management
1j Elect Director Judith A. Sprieser For For Management
1k Elect Director Mary Alice Taylor For For Management
1l Elect Director Thomas J. Wilson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
5 Stock Retention/Holding Period Against Against Shareholder
6 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
THE HAIN CELESTIAL GROUP, INC.
Ticker: HAIN Security ID: 405217100
Meeting Date: NOV 15, 2012 Meeting Type: Annual
Record Date: SEP 20, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Irwin D. Simon For For Management
1.2 Elect Director Richard C. Berke For For Management
1.3 Elect Director Jack Futterman For For Management
1.4 Elect Director Marina Hahn For For Management
1.5 Elect Director Andrew R. Heyer For For Management
1.6 Elect Director Brett Icahn For For Management
1.7 Elect Director Roger Meltzer For For Management
1.8 Elect Director Scott M. O'Neil For For Management
1.9 Elect Director David Schechter For For Management
1.10 Elect Director Lawrence S. Zilavy For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Amend Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
TRIPADVISOR, INC.
Ticker: TRIP Security ID: 896945201
Meeting Date: JUN 28, 2013 Meeting Type: Annual
Record Date: MAY 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gregory B. Maffei For For Management
1.2 Elect Director Stephen Kaufer For For Management
1.3 Elect Director Jonathan F. Miller For For Management
1.4 Elect Director Jeremy Philips For For Management
1.5 Elect Director Christopher W. Shean For For Management
1.6 Elect Director Sukhinder Singh Cassidy For For Management
1.7 Elect Director Robert S. Wiesenthal For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
TRULIA, INC.
Ticker: TRLA Security ID: 897888103
Meeting Date: JUN 05, 2013 Meeting Type: Annual
Record Date: APR 19, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Peter Flint For For Management
1b Elect Director Gregory Waldorf 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
5 Advisory Vote on Say on Pay Frequency Three Three Years Management
Years
--------------------------------------------------------------------------------
VANTIV, INC.
Ticker: VNTV Security ID: 92210H105
Meeting Date: APR 30, 2013 Meeting Type: Annual
Record Date: MAR 01, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lee Adrean For For Management
1.2 Elect Director Lori A. Beer For For Management
1.3 Elect Director Gary Lauer For For Management
1.4 Elect Director Thomas Ryan For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VERISK ANALYTICS, INC.
Ticker: VRSK Security ID: 92345Y106
Meeting Date: MAY 15, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John F. Lehman, Jr. For For Management
1.2 Elect Director Andrew G. Mills For For Management
1.3 Elect Director Constantine P. Iordanou For For Management
1.4 Elect Director Scott G. Stephenson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
5 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VF CORPORATION
Ticker: VFC Security ID: 918204108
Meeting Date: APR 23, 2013 Meeting Type: Annual
Record Date: MAR 05, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard T. Carucci For For Management
1.2 Elect Director Juliana L. Chugg For For Management
1.3 Elect Director George Fellows For For Management
1.4 Elect Director Clarence Otis, Jr. For For Management
1.5 Elect Director Matthew J. Shattock For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VISA INC.
Ticker: V Security ID: 92826C839
Meeting Date: JAN 30, 2013 Meeting Type: Annual
Record Date: DEC 04, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Gary P. Coughlan For For Management
1b Elect Director Mary B. Cranston For For Management
1c Elect Director Francisco Javier For For Management
Fernandez-Carbajal
1d Elect Director Robert W. Matschullat For For Management
1e Elect Director Cathy E. Minehan For For Management
1f Elect Director Suzanne Nora Johnson For For Management
1g Elect Director David J. Pang For For Management
1h Elect Director Joseph W. Saunders For For Management
1i Elect Director Charles W. Scharf For For Management
1j Elect Director William S. Shanahan For For Management
1k Elect Director John A. Swainson For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
4 Report on Lobbying Payments and Policy Against Against Shareholder
--------------------------------------------------------------------------------
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
Ticker: WAB Security ID: 929740108
Meeting Date: MAY 14, 2013 Meeting Type: Annual
Record Date: MAR 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Brooks For For Management
1.2 Elect Director William E. Kassling For For Management
1.3 Elect Director Albert J. Neupaver For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Increase Authorized Common Stock For For Management
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WEYERHAEUSER COMPANY
Ticker: WY Security ID: 962166104
Meeting Date: APR 11, 2013 Meeting Type: Annual
Record Date: FEB 15, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Debra A. Cafaro For For Management
1.2 Elect Director Mark A. Emmert For For Management
1.3 Elect Director Daniel S. Fulton For For Management
1.4 Elect Director John I. Kieckhefer For For Management
1.5 Elect Director Wayne W. Murdy For For Management
1.6 Elect Director Nicole W. Piasecki For For Management
1.7 Elect Director Doyle R. Simons For For Management
1.8 Elect Director Richard H. Sinkfield For For Management
1.9 Elect Director D. Michael Steuert For For Management
1.10 Elect Director Kim Williams For For Management
1.11 Elect Director Charles R. Williamson For For Management
2 Approve Omnibus Stock Plan For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WORTHINGTON INDUSTRIES, INC.
Ticker: WOR Security ID: 981811102
Meeting Date: SEP 27, 2012 Meeting Type: Annual
Record Date: AUG 06, 2012
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John B. Blystone For For Management
1.2 Elect Director Mark C. Davis For For Management
1.3 Elect Director Sidney A. Ribeau For For Management
2 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
3 Ratify Auditors For For Management
========== END NPX REPORT
[Insert Proxy Votes Here]
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.
(Registrant )Brandywine Fund, Inc.
By (Signature and Title)* /s/ William F. D Alonzo
William F. D Alonzo, President,
Principal Executive Officer
Date 08/13/2013
* Print the name and title of each signing officer under his or her signature.