================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-09060 HOLLAND SERIES FUND, INC. ------------------------------------------------- (Exact name of registrant as specified in charter) 375 Park Avenue New York, NY 10152 (Address of principal executive offices) Copy to: Michael Holland David James, Esq. President and Treasurer State Street Bank and Trust Company Holland Series Fund, Inc. 4 Copley Pace, 5th Floor 375 Park Avenue Boston, Massachusetts 02116 New York, New York 10152 and Timothy Diggins, Esq. Ropes & Gray Prudential Tower 800 Boylston Street Boston, Massachusetts 02119-3600 -------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-304-6552 Date of fiscal year end: September 30 Date of reporting period: July 1, 2010 - June 30, 2011 ================================================================================ ITEM 1. PROXY VOTING RECORD TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- 3M CO. MMM 88579Y101 05/10/11 PROPOSAL 1: Election of Directors Issuer For All For 1.A Linda G. Alvarado 1.B George W. Buckley 1.C Vance D. Coffman 1.D Michael L. Eskew 1.E W. James Farrell 1.F Herbert L. Henkel 1.G Edward M. Liddy 1.H Robert S. Morrison 1.I Aulana L. Peters 1.J Robert J. Ulrich PROPOSAL 2: To Ratify the Issuer For For Appointment of PricewaterhouseCoopers LLP as 3M's Independent Registered Public Accounting Firm PROPOSAL 3: An Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: An Advisory Vote on Issuer 1 Year 1 Year the Frequency of Advisory Votes on Executive Compensation TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- PROPOSAL 5: Stockholder Proposal Security Holder Against Against on Political Contributions AMERICAN EXPRESS CO. AXP 025816109 05/02/11 PROPOSAL 1: Election of Directors Issuer For All For 1) D.F. Akerson 2) C. Barshefsky 3) U.M. Burns 4) K.I. Chenault 5) P. Chernin 6) J. Leonsis 7) J. Leschly 8) R.C. Levin 9) R.A. McGinn 10) E.D. Miller 11) S.S. Reinemund 12) R.D. Walter 13) R.A. Williams PROPOSAL 2: Ratification of Issuer For For Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2011 PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Advisory Vote on Issuer 1 Year 1 Year Frequency of Advisory Executive Compensation Vote PROPOSAL 5: Shareholder Proposal Security Holder Against Against Relating to Cumulative Voting for Directors PROPOSAL 6: Shareholder Proposal Security Holder Against Against Relating to the Calling of Special Shareholder Meetings TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- BERKSHIRE HATHAWAY, INC. BRK/A 084670108 04/30/11 PROPOSAL 1: Election of Directors Issuer For All For 1) Warren E. Buffett 2) Charles T. Munger 3) Howard G. Buffett 4) Stephen B. Burke 5) Susan L. Decker 6) William H. Gates III 7) David S. Gottesman 8) Charlotte Guyman 9) Donald R. Keough 10) Thomas S. Murphy 11) Ronald L. Olson 12) Walter Scott, Jr. PROPOSAL 2: Non-Binding Issuer For For Resolution to Approve the Compensation of the Company's Named Executive Officers, as Described in the 2011 Proxy Statement. PROPOSAL 3: Non-Binding Issuer 3 Years 3 Years Resolution to Determine the Frequency (Whether Annual, Bieannial or Triennial) With Which Shareholders of the Company Shall be Entitled to Have an Advisory Vote on Executive Compensation. PROPOSAL 4: To Approve the Security Holder Against Against Shareholder Proposal with Respect to the Establishment of Quantitative Goals for the Reduction of Greenhouse Gas and Other Air Emissions at Berkshire's Energy Generating Holdings. TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- COMCAST CORPORATION CMCSA 20030N101 05/11/11 PROPOSAL 1: Election of Directors Issuer For All For 1) S. Decker Anstrom 2) Kenneth J. Bacon 3) Sheldon M. Bonovitz 4) Edward D. Breen 5) Joseph J. Collins 6) J. Michael Cook 7) Gerald L. Hassell 8) Jeffrey A. Honickman 9) Eduardo G. Mestre 10) Brian L. Roberts 11) Ralph J. Roberts 12) Dr. Judith Rodin PROPOSAL 2: Ratification of the Issuer For For Appointment of Independent Auditors PROPOSAL 3: Approval of the Issuer For For Comcast - NBCUniversal 2011 Employee Stock Purchase Plan PROPOSAL 4: Approval of the Issuer For For Comcast Corporation 2002 Restricted Stock Plan, as Amended and Restated PROPOSAL 5: Approval of the Issuer For For Comcast Corporation 2003 Stock Option Plan, as Amended and Restated PROPOSAL 6: Approval, on an Issuer For For Advisory Basis, of Our Executive Compensation PROPOSAL 7: Advisory Vote on the Issuer 3 Years 3 Years Frequency of the Vote on Executive Compensation PROPOSAL 8: To Provide for Security Holder Against Against Cumulative Voting in the Election of Directors PROPOSAL 9: To Require that the Security Holder Against Against Chairman of the Board Not Be a Current or Former Executive Officer TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- EXXON MOBIL CORP. XOM 30231G102 05/25/11 PROPOSAL 1: Election of Directors Issuer For All For 1) M.J. Boskin 2) P. Brabeck-Letmathe 3) L.R. Faulkner 4) J.S. Fishman 5) K.C. Frazier 6) W.W. George 7) M.C. Nelson 8) S.J. Palmisano 9) S.S. Reinemund 10) R.W. Tillerson 11) E. E. Whitacre, Jr. PROPOSAL 2: Ratification of Issuer For For Independent Auditors PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Frequency of Advisory Issuer 3 Years 3 Years Vote on Executive Compensation PROPOSAL 5: Independent Chairman Security Holder Against Against PROPOSAL 6: Report on Political Security Holder Against Against Contributions PROPOSAL 7: Amendment of EEO Security Holder Against Against Policy PROPOSAL 8: Policy on Water Security Holder Against Against PROPOSAL 9: Report on Canadian Security Holder Against Against Oil Sands PROPOSAL 10: Report on Natural Security Holder Against Against Gas Production PROPOSAL 11: Report on Energy Security Holder Against Against Technology PROPOSAL 12: Greenhouse Gas Security Holder Against Against Emissions Goals TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- GENERAL ELECTRIC CO. GE 369604103 04/27/11 PROPOSAL A: Election of Directors Issuer For All For A1. W. Geoffrey Beattie A2. James I. Cash, Jr. A3. Ann M. Fudge A4. Susan Hockfield A5. Jeffrey R. Immelt A6. Andrea Jung A7. Alan G. (A.G.) Lafley A8. Robert W. Lane A9. Ralph S. Larsen A10. Rochelle B. Lazarus A11. James J. Mulva A12. Sam Nunn A13. Roger S. Penske A14. Robert J. Swieringa A15. James S. Tisch A16. Douglas A. Warner III PROPOSAL B1: Ratification of KPMG Issuer For For PROPOSAL B2: Advisory Resolution Issuer For For on Executive Compensation PROPOSAL B3: Advisory Vote on the Issuer 1 Year 1 Year Frequency of Future Advisory Votes on Executive Compensation PROPOSAL C1: Cumulative Voting Security Holder Against Against PROPOSAL C2: Future Stock Options Security Holder Against Against PROPOSAL C3: Withdrawal Stock Security Holder Against Against Options Granted to Executives PROPOSAL C4: Climate Change Risk Security Holder Against Against Disclosures PROPOSAL C5: Transparency in Security Holder Against Against Animal Research TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- INTEL CORP. INTC 458140100 05/19/11 PROPOSAL 1: Election of Directors Issuer For All For 1A Charlene Barshefsky 1B Susan L. Decker 1C John J. Donahoe 1D Reed E. Hundt 1E Paul S. Otellini 1F James D. Plummer 1G David S. Pottruck 1H Jane E. Shaw 1I Frank D. Yeary 1J David B. Yoffie PROPOSAL 2: Ratification of Issuer For For Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Current Year PROPOSAL 3: Amendment and Issuer For For Extension of the 2006 Equity Incentive Plan PROPOSAL 4: Amendment and Issuer For For Extension of the 2006 Stock Purchase Plan PROPOSAL 5: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 6: Advisory Vote on the Issuer 3 Years None Frequency of Holding Future Advisory Votes on Executive Compensation TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- INTERNATIONAL BUSINESS MACHINES IBM 459200101 04/26/11 PROPOSAL 1: Election of Directors Issuer For All For CORP. For a Term of One Year 1A. A. J. P. Belda 1B. W.R. Brody 1C. K.I. Chenault 1D. M.L. Eskew 1E. S.A. Jackson 1F. A.N. Liveris 1G. W.J. McNerney, Jr. 1H. J.W. Owens 1I. S.J. Palmisano 1J. J.E. Spero 1K. S. Taurel 1L. L.H. Zambrano PROPOSAL 2: Ratification of Issuer For For Appointment of Independent Registered Public Accounting Firm PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Advisory Vote Issuer 3 Years 3 Years Regarding Frequency of Advisory Vote on Executive Compensation PROPOSAL 5: Stockholder Proposal Security Holder Against Against on Cumulative Voting PROPOSAL 6: Stockholder Proposal Security Holder Against Against to Review Political Contributions Policy PROPOSAL 7: Stockholder Proposal Security Holder Against Against on Lobbying TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- JOHNSON & JOHNSON JNJ 478160104 04/28/11 PROPOSAL 1: Election of Directors Issuer For All For 1A. Mary Sue Coleman 1B. James G. Cullen 1C. Ian E.L. Davis 1D. Michael M.E. Johns 1E. Susan L. Lindquist 1F. Anne M. Mulcahy 1G. Leo F. Mullin 1H. William D. Perez 1I. Charles Prince 1J. David Satcher 1K. William C. Weldon PROPOSAL 2: Ratification of Issuer For For Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2011 PROPOSAL 3: Advisory Vote on Issuer For For Named Executive Officer Compensation PROPOSAL 4: Advisory Vote on Issuer 1 Year 1 Year Frequency of Advisory Vote on Named Executive Officer Compensation PROPOSAL 5: Shareholder Proposal Security Holder Against Against on Pharmaceutical Price Restraint PROPOSAL 6: Shareholder Proposal Security Holder Against Against on Amendment to Company's Equal Employment Opportunity Policy PROPOSAL 7: Shareholder Proposal Security Holder Against Against on Adopting Non-Animal Methods for Training TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- JPMORGAN CHASE & CO. JPM 46625H100 05/17/11 PROPOSAL 1: Election of Directors Issuer For All For 1A Crandall C. Bowles 1B Stephen B. Burke 1C David M. Cote 1D James S. Crown 1E James Dimon 1F Ellen V. Futter 1G William H. Gray, III 1H Laban P. Jackson, Jr. 1I David C. Novak 1J Lee R. Raymond 1K William C. Weldon PROPOSAL 2: Appointment of Issuer For For Independent Registered Public Accounting Firm PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Advisory Vote on Issuer 1 Year 1 Year Frequency of Advisory Vote on Executive Compensation PROPOSAL 5: Approval of Amendment Issuer For For to Long-Term Incentive Plan PROPOSAL 6: Political Security Holder Against Against Non-Partisanship PROPOSAL 7: Shareholder Action by Security Holder Against Against Written Consent PROPOSAL 8: Mortgage Loan Security Holder Against Against Servicing PROPOSAL 9: Political Security Holder Against Against Contributions PROPOSAL 10: Genocide-Free Security Holder Against Against Investing PROPOSAL 11: Independent Lead Security Holder Against Against Director TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- MICROSOFT CORP. MSFT 594918104 11/16/10 PROPOSAL 1: Election of Director: Issuer For For Steven A. Ballmer PROPOSAL 2: Election of Director: Issuer For For Dina Dublon PROPOSAL 3: Election of William Issuer For For H. Gates III PROPOSAL 4: Election of Director: Issuer For For Raymond V. Gilmartin PROPOSAL 5: Election of Director: Issuer For For Reed Hastings PROPOSAL 6: Election of Director: Issuer For For Maria M. Klawe PROPOSAL 7: Election of Director: Issuer For For David F. Marquardt PROPOSAL 8: Election of Director: Issuer For For Charles H. Noski PROPOSAL 9: Election of Director: Issuer For For Helmut Panke PROPOSAL 10: Ratification of the Issuer For For Selection of Deloitte & Touche LLP as the Company's Independent Auditor PROPOSAL 11: Shareholder Proposal Security Holder Against Against - Establishment of Board Committee on Environmental Sustainability TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- PEPSICO, INC. PEP 713448108 05/04/11 PROPOSAL 1: Election of Issuer For All For Directors 1A S.L. Brown 1B I.M. Cook 1C D. Dublon 1D V.J. Dzau 1E R.L. Hunt 1F A. Ibarguen 1G A.C. Martinez 1H I.K. Nooyi 1I S.P. Rockefeller 1J J.J. Schiro 1K L.G. Trotter 1L. D. Vasella PROPOSAL 2: Approval, by Issuer For For Non-Binding Vote, of Executive Compensation PROPOSAL 3: Recommend, by Issuer 3 Years 3 Years Non-Binding Vote, the Frequency of Executive Compensation Votes PROPOSAL 4: Approval of Issuer For For Indpendent Registered Public Accountants for Fiscal Year 2011 PROPOSAL 5: Approval of Amendment Issuer For For to Articles of Incorporation to Implement Majority Voting for Directors in Uncontested Elections PROPOSAL 6: Shareholder Proposal Security Holder Against Against - Right to Call Special Shareholders Meeting PROPOSAL 7: Shareholder Proposal Security Holder Against Against - Political Contributions Report TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- SCHLUMBERGER, LTD. SLB 806857108 04/06/11 PROPOSAL 1: Election of Directors Issuer For All For 1A. P. Camus 1B. P. Currie 1C. A. Gould 1D. T. Isaac 1E. K.V. Kamath 1F. N. Kudryavtsev 1G. A. Lajous 1H. M.E. Marks 1I. E. Moler 1J. L.R. Reif 1K. T.I. Sandvold 1L. H. Seydoux 1M. P. Kibsgaard 1N. L.S. Olayan PROPOSAL 2: To Approve the Issuer For For Advisory Resolution on Executive Compensation PROPOSAL 3: Advisory Vote on the Issuer 2 Years 2 Years Frequency of Future Advisory Votes on Executive Compensation PROPOSAL 4: To Approve the Issuer For For Amendment to the Company's Articles of Incoproration to Increase the Authorized Common Share Capital PROPOSAL 5: To Approve the Issuer For For Amendments to the Company's Articles of Incorporation to Clarify the Voting Standard in Contested Director Elections and to Make Certain Other Changes PROPOSAL 6: To Approve the Issuer For For Company's Financial Statements and Declaration of Dividends PROPOSAL 7: To Approve the Issuer For For Appointment of the Independent Registered Public Accounting Firm TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- THE CHUBB CORPORATION CB 171232101 04/26/11 PROPOSAL 1: Election of Directors Issuer For All For 1A) Zoe Baird 1B) Shelia P. Burke 1C) James I. Cash, Jr. 1D) John D. Finnegan 1E) Lawrence W. Kellner 1F) Martin G. McGuinn 1G) Lawrence M. Small 1H) Jess Soderberg 1I) Daniel E. Somers 1J) James M. Zimmerman 1K) Alfred W. Zollar PROPOSAL 2: To Vote on the Issuer For For Adoption of The Chubb Corporation Annual Incentive Compensation Plan (2011) PROPOSAL 3: To Ratify the Issuer For For Appointment of Ernst & Young LLP as Independent Auditor PROPOSAL 4: To Hold an Advisory Issuer For For Vote on the Compensation of Our Named Executive Officers as Disclosed Pursuant to Item 402 of Regulation S-K in the Enclosed Annual Meeting Materials PROPOSAL 5: To Hold an Advisory Issuer 3 Years 3 Years Vote on the Frequency of the Shareholder Vote on Executive Compensation TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- THE HOME DEPOT, INC. HD 437076102 06/02/11 PROPOSAL 1: Election of Directors Issuer For All For 1A. F. Duane Ackerman 1B. Francis S. Blake 1C. Ari Bousbib 1D. Gregory D. Brenneman 1E. J. Frank Brown 1F. Albert P. Carey 1G. Armando Codina 1H. Bonnie G. Hill 1I. Karen L. Katen 1J. Ronald L. Sargent PROPOSAL 2: To Ratify the Issuer For For Appointment of KPMG LLP PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Advisory Vote on the Issuer 1 Year 1 Year Frequency of the Advisory Vote on Executive Compensation PROPOSAL 5: Company Proposal to Issuer For For Implement Shareholder Ability to Act by Written Consent (Approval of Amended and Restated Certificate of Incorporation) PROPOSAL 6: Shareholder Proposal Security Holder Against Against Regarding Cumulative Voting PROPOSAL 7: Shareholder Proposal Security Holder Against Against Regarding Special Shareholder Meetings PROPOSAL 8: Shareholder Proposal Security Holder Against Against Regarding Employment Diversity Report PROPOSAL 9: Shareholder Proposal Security Holder Against Against Regarding Electioneering Policies and Contributions TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- THE WALT DISNEY COMPANY DIS 254687106 03/23/11 PROPOSAL 1: Election of Directors Issuer For All For 1A. Susan E. Arnold 1B. John E. Bryson 1C. John S. Chen 1D. Judith L. Estrin 1E. Robert A. Iger 1F. Steven P. Jobs 1G. Fred H. Langhammer 1H. Aylwin B. Lewis 1I. Monica C. Lozano 1J. Robert W. Matschullat 1K. John E. Pepper, Jr. 1L. Sheryl K. Sandberg 1M. Orin C. Smith PROPOSAL 2: To Ratify the Issuer For For Appointment of PricewaterhouseCoopers LLP as the Company's Registered Public Accountants for 2011 PROPOSAL 3: To Approve the 2011 Issuer For For Stock Incentive Plan PROPOSAL 4: To Approve the Issuer For For Advisory Resolution on Executive Compensation PROPOSAL 5: To Approve Holding an Issuer 1 Year 1 Year Advisory Vote on Executive Compensation Every One, Two or Three Years, as Indicated PROPOSAL 6: To Approve the Security Holder Against Against Shareholder Proposal Relating to Performance Tests for Restricted Stock Units TICKER MEETING MGMT. ISSUER SYMBOL CUSIP NO. DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC. ------------------------------ ------ --------- -------- --------------------------------- --------------- --------- ------- WAL-MART STORES, INC. WMT 931142103 06/03/11 PROPOSAL 1: Election of Directors Issuer For All For 1A. Aida M. Alvarez 1B. James W. Breyer 1C. M. Michele Burns 1D. James I. Cash, Jr. 1E. Roger C. Corbett 1F. Douglas N. Daft 1G. Michael T. Duke 1H. Gregory B. Penner 1I. Steven S. Reinemund 1J. H. Lee Scott, Jr. 1K. Arne M. Sorenson 1L. Jim C. Walton 1M. S. Robson Walton 1N. Christopher J. Williams 1O. Linda S. Wolf PROPOSAL 2: Ratification of Ernst Issuer For For & Young LLP as Independent Accountants PROPOSAL 3: Advisory Vote on Issuer For For Executive Compensation PROPOSAL 4: Advisory Vote on the Issuer 1 Year 1 Year Frequency of Future Advisory Votes on Executive Compensation PROPOSAL 5: Gender Identity Security Holder Against Against Non-Discrimination Policy PROPOSAL 6: Political Security Holder Against Against Contributions Report PROPOSAL 7: Special Shareowner Security Holder Against Against Meetings PROPOSAL 8: Require Supplier(s) Security Holder Against Against to Publish an Annual Sustainability Report PROPOSAL 9: Climate Change Risk Security Holder Against Against Disclosure 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. HOLLAND SERIES FUND, INC. By: /s/ Michael F. Holland --------------------------------- Michael F. Holland President and Treasurer August 9, 2011