******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-06221
Reporting Period: 07/01/2013 - 09/30/2013
Brandywine Blue 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 number811-06221
Brandywine Blue 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 to September 30, 2013
Item 1. Proxy Voting Record.
==================== Brandywine Advisors Midcap Growth 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NETAPP, INC.
Ticker: NTAP Security ID: 64110D104
Meeting Date: SEP 13, 2013 Meeting Type: Annual
Record Date: JUL 24, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Daniel J. Warmenhoven For For Management
1b Elect Director Nicholas G. Moore For For Management
1c Elect Director Thomas Georgens For For Management
1d Elect Director Jeffry R. Allen For For Management
1e Elect Director Alan L. Earhart For For Management
1f Elect Director Gerald Held For For Management
1g Elect Director T. Michael Nevens For For Management
1h Elect Director George T. Shaheen For For Management
1i Elect Director Robert T. Wall For For Management
1j Elect Director Richard P. Wallace For For Management
1k Elect Director Tor R. Braham For For Management
1l Elect Director Kathryn M. Hill For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5a Remove Supermajority Voting Standards For For Management
for Amendments to Article VI of the
Company's Certificate of Incorporation
5b Remove Supermajority Voting Standards For For Management
for Approve Amendments to Article X of
the Company's Certificate of
Incorporation
6 Pro-rata Vesting of Equity Plan Against Against Shareholder
7 Ratify Auditors For For Management
--------------------------------------------------------------------------------
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
============================= Brandywine Blue 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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NETAPP, INC.
Ticker: NTAP Security ID: 64110D104
Meeting Date: SEP 13, 2013 Meeting Type: Annual
Record Date: JUL 24, 2013
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Daniel J. Warmenhoven For For Management
1b Elect Director Nicholas G. Moore For For Management
1c Elect Director Thomas Georgens For For Management
1d Elect Director Jeffry R. Allen For For Management
1e Elect Director Alan L. Earhart For For Management
1f Elect Director Gerald Held For For Management
1g Elect Director T. Michael Nevens For For Management
1h Elect Director George T. Shaheen For For Management
1i Elect Director Robert T. Wall For For Management
1j Elect Director Richard P. Wallace For For Management
1k Elect Director Tor R. Braham For For Management
1l Elect Director Kathryn M. Hill For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock For For Management
Purchase Plan
4 Advisory Vote to Ratify Named For For Management
Executive Officers' Compensation
5a Remove Supermajority Voting Standards For For Management
for Amendments to Article VI of the
Company's Certificate of Incorporation
5b Remove Supermajority Voting Standards For For Management
for Approve Amendments to Article X of
the Company's Certificate of
Incorporation
6 Pro-rata Vesting of Equity Plan Against Against Shareholder
7 Ratify Auditors For For 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 Blue 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.