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 Julie Tedesco, Esq. President and Treasurer State Street Bank and Trust Company Holland Series Fund, Inc. 2 Avenue de Lafayette, 6th Floor 375 Park Avenue Boston, Massachusetts 02111 New York, New York 10152 and Timothy Diggins, Esq. Ropes & Gray One International Place Boston, Massachusetts 02110 (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, 2006 - June 30, 2007 ITEM 1. PROXY VOTING RECORD - -------------------------------------------------------------------------------- 3M CO. TICKER SYMBOL: MMM CUSIP NO. 88579Y101 MEETING DATE: 05/08/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 Linda G. Alvarado 1.2 George W. Buckley 1.3 Vance D. Coffman 1.4 Michael L. Eskew 1.5 W. James Farrell 1.6 Herbert L. Henkel 1.7 Edward M. Liddy 1.8 Robert S. Morrison 1.9 Aulana L. Peters 1.10 Rozanne L. Ridgway PROPOSAL 2: Ratify Appointment of Issuer For For PricewaterhouseCoopers as 3M's Independent Registered Public Accounting Firm PROPOSAL 3: Proposal to Amend the Company's Restated Issuer For For Certificate of Incorporation to Eliminate the Supermajority Vote Requirement PROPOSAL 4: Proposal to Amend the Company's Restated Issuer For For Certificate of Incorporation to Eliminate the Fair Price Provision PROPOSAL 5: Proposal Regarding Approval of the Issuer For For Executive Annual Incentive Plan PROPOSAL 6: Proposal Regarding Approval of the Material Issuer For For Terms of the Performance Criteria Under the Performance Unit Plan PROPOSAL 6: Proposal Regarding Executive Compensation Security Holder Against Against Based on the Performance of Peer Companies - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. TICKER SYMBOL: AXP CUSIP NO. 025816109 MEETING DATE: 04/23/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer Abstained For 1.1 D.F. Akerson 1.2 C. Barshefsky 1.3 U.M. Burns 1.4 K.I. Chenault 1.5 P. Chernin 1.6 V.E. Jordan, Jr. 1.7 J. Leschly 1.8 R.C. Levin 1.9 R.A. McGinn 1.10 E.D. Miller 1.11 F.P. Popoff 1.12 S.S. Reinemund 1.13 R.D. Walter 1.14 R.A. Williams PROPOSAL 2: Selection of PricewaterhouseCoopers as Our Issuer Abstained For Independent Registered Public Accountants for 2007 PROPOSAL 3: Proposal to Approve the American Express Issuer Abstained For Company 2007 Incentive Compensation Plan PROPOSAL 4: Shareholder Proposal Relating to Cumulative Security Holder Abstained Against Voting for Directors - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY, INC. TICKER SYMBOL: BRK.A CUSIP NO. 084670108 MEETING DATE: 05/05/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 Warren E. Buffett 1.2 Charles T. Munger 1.3 Howard G. Buffett 1.4 Susan L. Decker 1.5 William H. Gates III 1.6 David S. Gottesman 1.7 Charlotte Guyman 1.8 Donald R. Keough 1.9 Thomas S. Murphy 1.10 Ronald L. Olson 1.11 Walter Scott, Jr. PROPOSAL 2: Proposal to Approve the Shareholder Security Holder Against Against Proposal with Respect to Investments in Certain Foreign Corporations - -------------------------------------------------------------------------------- CITIGROUP, INC. TICKER SYMBOL: C CUSIP NO. 172967101 MEETING DATE: 04/17/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: ELECTION OF DIRECTORS Issuer Abstained For 1.A C. Michael Armstrong 1.B Alain J.P. Belda 1.C George David 1.D Kenneth T. Derr 1.E John M. Deutch 1.F Roberto Hernandez Ramirez 1.G Klaus Kleinfield 1.H Andrew N. Liveris 1.I Anne Mulcahy 1.J Richard D. Parsons 1.K Charles Prince 1.L Judith Rodin 1.M Robert E. Rubin 1.N Franklin A. Thomas PROPOSAL 2: Ratify the Selection of KPMG LLP as Issuer Abstained For Citigroup's Independent Registered Public Accounting Firm for 2007 PROPOSAL 3: Proposal Requesting a Report on Prior Security Holder Abstained Against Governmental Service of Certain Individuals PROPOSAL 4: Proposal Requesting a Report on Political Security Holder Abstained Against Contributions PROPOSAL 5: Proposal Requesting a Report on Charitable Security Holder Abstained Against Contributions PROPOSAL 6: Proposal Requesting an Advisory Resolution Security Holder Abstained Against to Ratify Executive Compensation PROPOSAL 7: Proposal Requesting that CEO Compensation Security Holder Abstained Against be Limited to No More than 100 Times the Average Compensation Paid to Worldwide Employees PROPOSAL 8: Proposal Requesting that the Chairman of Security Holder Abstained Against the Board have no Management Duties, Titles or Responsibilities PROPOSAL 9: Proposal Requesting that Stock Options be Security Holder Abstained Against Subject to a Five-Year Sales Restriction PROPOSAL 10: Proposal Requesting Cumulative Voting Security Holder Abstained Against PROPOSAL 11: Proposal Requesting that Stockholders have Security Holder Abstained Against the Right to Call Special Shareholder Meetings - -------------------------------------------------------------------------------- COMCAST CORPORATION TICKER SYMBOL: CMSCA CUSIP NO. 20030N101 MEETING DATE: 05/23/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 S. Decker Anstrom 1.2 Kenneth J. Bacon 1.3 Sheldon M. Bonovitz 1.4 Edward D. Breen 1.5 Julian A. Brodsky 1.6 Joseph J. Collins 1.7 J. Michael Cook 1.8 Jeffrey A. Honickman 1.9 Brian L. Roberts 1.10 Ralph J. Roberts 1.11 Dr. Judith Rodin 1.12 Michael I. Sovern PROPOSAL 2: Independent Auditors Issuer For For PROPOSAL 3: Proposal to Prevent the Issuance of New Security Holder Against Against Stock Options PROPOSAL 4: Proposal that the Chairman of the Board Not Security Holder Against Against Be an Employee PROPOSAL 5: Proposal to Require Sustainability Report Security Holder Against Against PROPOSAL 6: Proposal to Adopt a Recapitalization Plan Security Holder Against Against PROPOSAL 7: Proposal to Require Annual Vote on Security Holder Against Against Executive Compensation PROPOSAL 8: Proposal to Require Pay Differential Report Security Holder Against Against PROPOSAL 9: Proposal to Require Disclosure of Political Security Holder Against Against Contributions - -------------------------------------------------------------------------------- EXXON MOBIL CORP. TICKER SYMBOL: XOM CUSIP NO. 30231G102 MEETING DATE: 05/30/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 M.J. Boskin 1.2 W.W. George 1.3 J.R. Houghton 1.4 W.R. Howell 1.5 R.C. King 1.6 P.E. Lippincott 1.7 M.C. Nelson 1.8 S.J. Palmisano 1.9 S.S. Reinemund 1.10 W.V. Shipley 1.11 J.S. Simon 1.12 R.W. Tillerson PROPOSAL 2: Ratification of Independent Auditors Issuer For For PROPOSAL 3: Cumulative Voting Security Holder Against Against PROPOSAL 4: Special Shareholder Meetings Security Holder Against Against PROPOSAL 5: Board Chairman and CEO Security Holder Against Against PROPOSAL 6: Dividend Strategy Security Holder Against Against PROPOSAL 7: Shareholder Advisory Vote on Executive Security Holder Against Against Compensation PROPOSAL 8: CEO Compensation Decisions Security Holder Against Against PROPOSAL 9: Executive Compensation Report Security Holder Against Against PROPOSAL 10: Executive Compensation Limit Security Holder Against Against PROPOSAL 11: Incentive Pay Recoupment Security Holder Against Against PROPOSAL 12: Political Contributions Report Security Holder Against Against PROPOSAL 13: Amendments of EEO Policy Security Holder Against Against PROPOSAL 14: Community Environmental Impact Security Holder Against Against BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 15: Greenhouse Gas Emissions Goals Security Holder Against Against PROPOSAL 16: CO(2) Information at the Pump Security Holder Against Against PROPOSAL 17: Renewable Energy Investment Levels Security Holder Against Against - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. TICKER SYMBOL: GE CUSIP NO. 369604103 MEETING DATE: 04/25/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL A1: Election of Directors Issuer Abstained For 1.1 James I. Cash, Jr. 1.2 Sir William M. Castell 1.3 Ann M. Fudge 1.4 Claudio X. Gonzalez 1.5 Susan Hockfield 1.6 Jeffrey R. Immelt 1.7 Andrea Jung 1.8 Alan G. (A.G.) Lafley 1.9 Robert W. Lane 1.10 Ralph S. Larsen 1.11 Rochelle B. Lazarus 1.12 Sam Nunn 1.13 Roger S. Penske 1.14 Robert J. Swieringa 1.15 Douglas A. Warner III 1.16 Rober C. Wright PROPOSAL B: Ratification of KPMG Issuer Abstained For PROPOSAL C: Adoption of Majority Voting for Directors Issuer Abstained For PROPOSAL D: Approval of 2007 Long Term Incentive Plan Issuer Abstained For PROPOSAL E: Approval of Material Terms of Senior Issuer Abstained For Officer Performance Goals PROPOSAL 1: Cumulative Voting Security Holder Abstained Against PROPOSAL 2: Curb Over-Extended Directors Security Holder Abstained Against PROPOSAL 3: One Director from the Rank of Retirees Security Holder Abstained Against PROPOSAL 4: Independent Board Chairman Security Holder Abstained Against PROPOSAL 5: Eliminate Dividend Equivalents Security Holder Abstained Against PROPOSAL 6: Report on Charitable Contributions Security Holder Abstained Against BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 7: Global Warming Report Security Holder Abstained Against PROPOSAL 8: Ethical Criteria for Military Contracts Security Holder Abstained Against PROPOSAL 9: Report on Pay Differential Security Holder Abstained Against - -------------------------------------------------------------------------------- INTEL CORP. TICKER SYMBOL: INTC CUSIP NO. 458140100 MEETING DATE: 05/16/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL A: Election of Directors Issuer For All For 1.A Craig R. Barrett 1.B Charlene Barshefsky 1.C Susan L. Decker 1.D D. James Guzy 1.E Reed E. Hundt 1.F Paul S. Otellini 1.G James D. Plummer 1.H David S. Pottruck 1.I Jane E. Shaw 1.J John L. Thornton 1.K David B. Yoffie PROPOSAL 2: Ratification of Selection of Ernst & Young Issuer For For LLP as our Independent Registered Public Accounting Firm PROPOSAL 3: Amendment and Extension of the 2006 Equity Issuer For For Incentive Plan PROPOSAL 4: Approval of the 2007 Executive Officer Issuer For For Incentive Plan PROPOSAL 5: Stockholder Proposal Requesting Limitation Security Holder Against Against on Executive Compensation - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. TICKER SYMBOL: IBM CUSIP NO. 459200101 MEETING DATE: 04/24/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 C. Black 1.2 K.I. Chenault 1.3 J. Dormann 1.4 M.L. Eskew 1.5 S.A. Jackson 1.6 M. Makihara 1.7 L.A. Noto 1.8 J.W. Owens 1.9 S.J. Palmisano 1.10 J.E. Spero 1.11 S. Taurel 1.13 L.H. Zambrano PROPOSAL 2: Ratification of Appointment of Independent Issuer For For Registered Public Accounting Firm PROPOSAL 3: Amendment to Certificate to Eliminate Issuer For For Statutory Supermajority Voting: Merger of Consolidation PROPOSAL 4: Amendment to Certificate to Eliminate Issuer For For Statutory Supermajority Voting: Disposition of All or Substantially All of the Assets of the Corporation Outside the Ordinary Course of Business PROPOSAL 5: Amendment to Certificate to Eliminate Issuer For For Statutory Supermajority Voting: Plan for the Exchange of Shares of the Corporation PROPOSAL 6: Amendment to Certificate to Eliminate Issuer For For Statutory Supermajority Voting: Authorization of Dissolution of the Corporation BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 7: Cumulative Voting Security Holder Against Against PROPOSAL 8: Pension and Retirement Medical Security Holder Against Against PROPOSAL 9: Executive Compensation Security Holder Against Against PROPOSAL 10: Offshoring Security Holder Against Against PROPOSAL 11: Majority Voting for Directors Security Holder Against Against - -------------------------------------------------------------------------------- JOHNSON & JOHNSON TICKER SYMBOL: JNJ CUSIP NO. 478160104 MEETING DATE: 04/26/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 Mary S. Coleman 1.2 James G. Cullen 1.3 Michael M.E. Johns 1.4 Arnold G. Langbo 1.5 Susan L. Lindquist 1.6 Leo F. Mullin 1.7 Christine A. Poon 1.8 Charles Prince 1.9 Steven S. Reinemund 1.10 David Satcher 1.11 William C. Weldon PROPOSAL 2: Ratification of Appointment of Issuer For For PricwaterhouseCoopers LLP as Independent Registered Public Accounting Firm PROPOSAL 3: Proposal on Majority Voting Requirements Security Holder Against Against for Director Nominees PROPOSAL 4: Proposal on Supplemental Retirement Plan Security Holder Against Against - -------------------------------------------------------------------------------- JP MORGAN CHASE & CO. TICKER SYMBOL: JPM CUSIP NO. 46625H100 MEETING DATE: 05/15/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 John H. Biggs 1.2 Stephen B. Burke 1.3 James S. Crown 1.4 James Dimon 1.5 Ellen V. Futter 1.6 William H. Gray, III 1.7 Laban P. Jackson, Jr. 1.8 Robert I. Lipp 1.9 David C. Novak 1.10 Lee R. Raymond 1.11 William C. Weldon PROPOSAL 2: Appointment of Independent Registered Issuer For For Public Accounting Firm PROPOSAL 3: Stock Options Security Holder Against Against PROPOSAL 4: Performance-Based Restricted Stock Security Holder Against Against PROPOSAL 5: Executive Compensation Approval Security Holder Against Against PROPOSAL 6: Separate Chairman Security Holder Against Against PROPOSAL 7: Cumulative Voting Security Holder Against Against PROPOSAL 8: Majority Voting for Directors Security Holder Against Against PROPOSAL 9: Political Contributions Report Security Holder Against Against PROPOSAL 10: Slavery Apology Report Security Holder Against Against - -------------------------------------------------------------------------------- MICROSOFT CORP. TICKER SYMBOL: MSFT CUSIP NO. 594918104 MEETING DATE: 11/14/06 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.A William H. Gates, III 1.B Steven A. Ballmer 1.C James I. Cash, Jr. 1.D Dina Dublon 1.E Raymond V. Gilmartin 1.F David F. Marquardt 1.G Charles H. Noski 1.H Helmut Panke 1.I John A. Shirley PROPOSAL 2: Ratification of the Selection of Deloitte & Issuer For For Touche LLP as the Company's Independent Auditor PROPOSAL 3: Restrictions on Selling Products and Security Holder Against Against Services to Foreign Governments PROPOSAL 4: Sexual Orientation in Equal Employment Security Holder Against Against Opportunity Policy PROPOSAL 5: Hiring of Proxy Advisor Security Holder Against Against - -------------------------------------------------------------------------------- PEPSICO, INC. TICKER SYMBOL: PEP CUSIP NO. 713448108 MEETING DATE: 05/02/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.A D. Dublon 1.B V.J. Dzau 1.C R.L. Hunt 1.D A. Ibarguen 1.E A.C. Martinez 1.F I.K. Nooyi 1.G S.P. Rockefeller 1.H J.J. Schiro 1.I D. Vasella 1.J M.D. White PROPOSAL 2: Approval of Independent Registered Public Issuer For For Accountants PROPOSAL 3: Approval of 2007 Long-Term Incentive Plan Issuer For For PROPOSAL 4: Charitable Contributions Security Holder Against Against - -------------------------------------------------------------------------------- PFIZER, INC. TICKER SYMBOL: PFE CUSIP NO. 717081103 MEETING DATE: 04/26/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 Dennis A. Ausiello 1.2 Michael S. Brown 1.3 M. Anthony Burns 1.4 Robert N. Burt 1.5 W. Don Cornwell 1.6 William H. Gray III 1.7 Constance J. Horner 1.8 William R. Howell 1.9 Jeffrey B. Kindler 1.10 George A. Lorch 1.11 Dana G. Mead 1.12 William C. Steere, Jr. PROPOSAL 2: Ratify the Appointment of KPMG LLP as Issuer For For Independent Registered Public Accounting Firm for 2007 PROPOSAL 3: Shareholder Proposal Relating to Cumulative Security Holder Against Against Voting PROPOSAL 4: Shareholder Proposal Requesting a Report on Security Holder Against Against the Rationale for Exporting Animal Experimentation PROPOSAL 5: Shareholder Proposal Requesting a Report on Security Holder Against Against the Feasibility of Amending Pfizer's Corporate Policy on Laboratory Animal Care and Use PROPOSAL 6: Shareholder Proposal Relating to Security Holder Against Against Qualifications for Director Nominees - -------------------------------------------------------------------------------- SCHLUMBERGER, LTD. TICKER SYMBOL: SLB CUSIP NO. 806857108 MEETING DATE: 04/11/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1.1 P. Camus 1.2 J.S. Gorelick 1.3 A. Gould 1.4 T. Isaac 1.5 N. Kudryavtsev 1.6 A. Lajous 1.7 M.E. Marks 1.8 D. Primat 1.9 L.R. Reif 1.10 T.I. Sandvold 1.11 N. Seydoux 1.12 L.G. Stuntz 1.13 R. Talwar PROPOSAL 2: Adoption and Approval of Financials and Issuer For For Dividends PROPOSAL 3: Approval of Independent Registered Public Issuer For For Accounting Firm - -------------------------------------------------------------------------------- THE HOME DEPOT, INC. TICKER SYMBOL: HD CUSIP NO. 437076102 MEETING DATE: 05/24/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer For All For 1A. David H. Batchelder 1B. Francis S. Blake 1C. Gregory D. Brenneman 1D. John L. Clendenin 1E. Claudio X. Gonzalez 1F. Milledge A. Hart, III 1G. Bonnie G. Hill 1H. Laban P. Jackson, Jr. 1I. Helen Johnson-Leipold 1J. Lawrence R. Johnston 1K. Kenneth G. Langone PROPOSAL 2: Ratify the Appointment of KPMG LLP as Issuer For For Independent Registered Public Accounting Firm for Fiscal Year Ending February 3, 2008 PROPOSAL 3: Poison Pill Implementation Security Holder Against Against PROPOSAL 4: Employee Diversity Report Disclosure Security Holder Against Against PROPOSAL 5: Executive Officer Compensation Security Holder Against Against PROPOSAL 6: Management Bonuses Security Holder Against Against PROPOSAL 7: Retirement Benefits Security Holder Against Against PROPOSAL 8: Equity Compensation Security Holder Against Against PROPOSAL 9: Pay for Superior Performance Security Holder Against Against PROPOSAL 10: Political Nonpartisanship Security Holder Against Against PROPOSAL 11: Proposal Regarding Chairman and CEO Security Holder Against Against - -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY TICKER SYMBOL: DIS CUSIP NO. 254687106 MEETING DATE: 03/08/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- PROPOSAL 1: Election of Directors Issuer Abstained For 1.1 John E. Bryson 1.2 John S. Chen 1.3 Judith L. Estrin 1.4 Robert A. Iger 1.5 Steven P. Jobs 1.6 Fred H. Langhammer 1.7 Aylwin B. Lewis 1.8 Monica C. Lozano 1.9 Robert W. Matschullat 1.10 John E. Pepper, Jr. 1.11 Orin C. Smith PROPOSAL 2: Ratify the Appointment of Issuer Abstained For PricewaterhouseCoopers as the Company's Registered Public Accountants for 2007 PROPOSAL 3: Approve the Amendments to the Amended and Issuer Abstained For Restated 2005 Stock Incentive Plan PROPOSAL 4: Approve the Amended and Restated 2002 Issuer Abstained For Executive Performance Plan PROPOSAL 5: Approve the Shareholder Proposal Relating Security Holder Abstained Against to Greenmail PROPOSAL 6: Approve the Shareholder Proposal to Amend Security Holder Abstained Against By-Laws Relating to Stockholder Rights Plans - -------------------------------------------------------------------------------- WAL-MART STORES, INC. TICKER SYMBOL: WMT CUSIP NO. 931142103 MEETING DATE: 06/01/07 BALLOT ISSUE PROPOSED BY VOTE CAST MGMT. REC. - ------------ --------------- --------- ---------- 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. David D. Glass 1H. Roland A. Hernandez 1I. Allen I. Questrom 1J. H. Lee Scott, Jr. 1K. Jack C. Shewmaker 1L. Jim C. Walton 1M. S. Robson Walton 1N. Christopher J. Williams 1O. Linda S. Wolf PROPOSAL 2: Ratification of Ernst & Young LLP as Issuer For For Independent Accountants PROPOSAL 3: Charitable Contributions Report Security Holder Against Against PROPOSAL 4: Universal Health Care Policy Security Holder Against Against PROPOSAL 5: Pay-for-Superior-Performance Security Holder Against Against PROPOSAL 6: Equity Compensation Glass Ceiling Security Holder Against Against PROPOSAL 7: Compensation Disparity PROPOSAL 8: Business Social Responsibility Report Security Holder Against Against PROPOSAL 9: Executive Compensation Report Security Holder Against Against PROPOSAL 10: Political Contributions Report Security Holder Against Against PROPOSAL 11: Social and Reputation Impact Report Security Holder Against Against PROPOSAL 12: Cumulative Voting Security Holder Against Against PROPOSAL 13: Qualifications for Director Nominees 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 30, 2007