******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-04447
Reporting Period: 07/01/2013 - 09/30/2013
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. DAlonzo
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 9/30/14
Date of reporting period: July 1, 2013 - September 30, 2013
Item 1. Proxy Voting Record.
=============================== Brandywine Fund ================================
FOREST LABORATORIES, INC.
Ticker: FRX Security ID: 345838106
Meeting Date: AUG 15, 2013 Meeting Type: Annual
Record Date: JUN 24, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Howard Solomon For For Management
1b Elect Director Nesli Basgoz For For Management
1c Elect Director Christopher J. Coughlin For For Management
1d Elect Director Kenneth E. Goodman For For Management
1e Elect Director Vincent J. Intrieri For For Management
1f Elect Director Pierre Legault For For Management
1g Elect Director Gerald M. Lieberman For For Management
1h Elect Director Lawrence S. Olanoff For For Management
1i Elect Director Lester B. Salans For For Management
1j Elect Director Brenton L. Saunders For For Management
1k Elect Director Peter J. Zimetbaum 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
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ICON PLC
Ticker: ICLR Security ID: G4705A100
Meeting Date: JUL 22, 2013 Meeting Type: Annual
Record Date: JUL 18, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Reelect Thomas Lynch as Director For For Management
1.2 Reelect Declan McKeon as Director For For Management
1.3 Elect William Hall as Director For For Management
2 Accept Financial Statements and For For Management
Statutory Reports
3 Authorise Board to Fix Remuneration of For For Management
Auditors
4 Authorise Issuance of Equity or For For Management
Equity-Linked Securities with
Preemptive Rights
5 Authorise Issuance of Equity or For For Management
Equity-Linked Securities without
Preemptive Rights
6 Authorise Share Repurchase Program For For Management
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ICONIX BRAND GROUP, INC.
Ticker: ICON Security ID: 451055107
Meeting Date: JUL 22, 2013 Meeting Type: Annual
Record Date: MAY 29, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Neil Cole For For Management
1.2 Elect Director Barry Emanuel For For Management
1.3 Elect Director Drew Cohen For For Management
1.4 Elect Director F. Peter Cuneo For For Management
1.5 Elect Director Mark Friedman For For Management
1.6 Elect Director James A. Marcum For For Management
1.7 Elect Director Laurence N. Charney 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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INTEGRATED DEVICE TECHNOLOGY, INC.
Ticker: IDTI Security ID: 458118106
Meeting Date: SEP 17, 2013 Meeting Type: Annual
Record Date: JUL 26, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Schofield For For Management
1.2 Elect Director Jeffrey McCreary For For Management
1.3 Elect Director Umesh Padval For For Management
1.4 Elect Director Gordon Parnell For For Management
1.5 Elect Director Donald Schrock For For Management
1.6 Elect Director Ron Smith For For Management
1.7 Elect Director Theodore L. Tewksbury For For Management
III
1.8 Elect Director Peter Feld For For Management
1.9 Elect Director Norman Taffe 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
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MICHAEL KORS HOLDINGS LIMITED
Ticker: KORS Security ID: G60754101
Meeting Date: AUG 01, 2013 Meeting Type: Annual
Record Date: JUN 04, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Michael Kors as a Director For For Management
1b Elect Judy Gibbons as a Director For For Management
1c Elect Lawrence Stroll as a Director For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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PIER 1 IMPORTS, INC.
Ticker: PIR Security ID: 720279108
Meeting Date: JUL 02, 2013 Meeting Type: Annual
Record Date: MAY 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Claire H. Babrowski For For Management
1.2 Elect Director Cheryl A. Bachelder For For Management
1.3 Elect Director John H. Burgoyne For For Management
1.4 Elect Director Hamish A. Dodds For For Management
1.5 Elect Director Brendan L. Hoffman For For Management
1.6 Elect Director Terry E. London For For Management
1.7 Elect Director Alexander W. Smith For For Management
1.8 Elect Director Cece Smith 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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PLANTRONICS, INC.
Ticker: PLT Security ID: 727493108
Meeting Date: AUG 01, 2013 Meeting Type: Annual
Record Date: JUN 06, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marv Tseu For For Management
1.2 Elect Director Ken Kannappan For For Management
1.3 Elect Director Brian Dexheimer For For Management
1.4 Elect Director Robert Hagerty For For Management
1.5 Elect Director Gregg Hammann For For Management
1.6 Elect Director John Hart For For Management
1.7 Elect Director Marshall Mohr 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
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TILE SHOP HOLDINGS, INC.
Ticker: TTS Security ID: 88677Q109
Meeting Date: JUL 23, 2013 Meeting Type: Annual
Record Date: JUN 03, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter J. Jacullo III For For Management
1.2 Elect Director Adam L. Suttin For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Amend Omnibus Stock Plan For For Management
5 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
6 Advisory Vote on Say on Pay Frequency One Year One Year Management
========== END NPX REPORT
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 11/14/13
* Print the name and title of each signing officer under his or her signature.