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OMB APPROVAL
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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 811-00933
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CGM CAPITAL DEVELOPMENT FUND
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(Exact name of registrant as specified in charter)
One International Place, Boston, MA 02110
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(Address of principal executive offices) (Zip code)
Jeremiah J. Bresnahan, Jr., Esq.
Bingham McCutchen LLP, 150 Federal St., Boston, MA 02110
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(Name and address of agent for service)
Registrant's telephone number, including area code: 617-737-3225
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Date of fiscal year end: 12/31
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Date of reporting period: 7/1/03 -- 6/30/04
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Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX
in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
SEC 2451 (4-03) THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
CGM CAPITAL DEVELOPMENT FUND
FILE NO. 811-933
Proposed
By
Issuer For
or Was or
Proxies Voted July 2003 thru June 2004 Meeting Matter Security Vote Actual Against
Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt.
------ ------ ----- ---- -------- ------ ----- ---- ----
Champion Enterprises, Inc. CHB 158496109 4/27/04 1. Elect six directors Issuer Yes For For
CKE Restaurants, Inc. CKR 12561E105 6/28/04 1. Elect five directors Issuer Yes For For
2. Ratify the selection of Issuer Yes For For
KPMG LLP as independent
auditors for the 2005
fiscal year
Cleveland-Cliffs Inc. CLF 185896107 5/11/04 1. Elect 11 directors Issuer Yes For For
Companhia Siderurgica Nacional SID 20440W105 4/29/04 1. Confirmation of the Issuer Yes For For
reassessment of property,
plan and equipment
approved in the annual and
special shareholders
meeting held on April 29,
2003
2. Examining the managers' Issuer Yes For For
accounts, examine, discuss
and vote the financial
statements and
administration report
3. Approval of the Issuer Yes For For
destination of the 2003
business year's net profit
and distribution of
dividends
4. Approval of capital Issuer Yes For For
budget
5. Election of the board Issuer Yes For For
of director's members
6. Establishment of the Issuer Yes For For
annual global remuneration
of the board of directors
and of executives
7. Change of the Issuer Yes For For
newspapers in which the
company publishes its
legal matters
8A. Approval of the
amendment of the 2nd Issuer Yes For For
article of the bylaws
8B. Approval of the split Issuer Yes For For
of shares representing the
company's capital stock
ConocoPhillips COP 20825C104 5/5/04 1. Elect six directors Issuer Yes For For
2. Ratify the appointment Issuer Yes For For
of Ernst & Young LLP as
independent auditors for
the Company for 2004
3. Approve the 2004 Issuer Yes Against Against
Omnibus Stock and
Performance Incentive Plan
4. Shareholder proposal Security
regarding officer & Holder Yes Against For
director compensation
5. Shareholder proposal Security
regarding executive Holder Yes Against For
compensation
6. Shareholder proposal Security
regarding ANWR drilling Holder Yes Against For
D. R. Horton, Inc. DHI 23331A109 1/29/04 1. Elect seven directors Issuer Yes For For
2. Amend the D.R. Horton, Issuer Yes For For
Inc. 2000 Incentive Plan
Deere & Company DE 244199105 2/25/04 1. Elect four directors Issuer Yes For For
Frontier Oil Corporation FTO 35914P105 4/15/04 1. Elect seven directors Issuer Yes For For
2. Ratify the appointment Issuer Yes For For
of Deloitte & Touche LLP,
independent certified
public accountants, as the
Company's auditors for the
year ending December 31,
2004
Frontline LTD FRO G3682E127 12/31/03 1. Set the maximum number Issuer Yes For For
of Directors to be not
more than six
2. resolve that vacancies Issuer Yes For For
in the number of Directors
be designated casual
vacancies and that the
Board of Directors be
authorized to fill such
casual vacancies as and
when it deems fit
3. Re-elect John Fredrisen Issuer Yes For For
as a Director of the
Company
4. Re-elect To Olav Troim Issuer Yes For For
as a Director of the
Company
5. Re-elect as a Director Issuer Yes For For
of the Company, Kate
Blankenship, who was
appointed to fill a
vacancy and, being
eligible, offered herself
for re-election
6. Appoint Issuer Yes For For
PricewaterhouseCoopers DA
of Oslo, Norway as
auditors and authorize the
Directors to determine
their remuneration
Holly Corporation HOC 435758305 5/13/04 1. Elect ten directors Issuer Yes For For
2. Approve an amendment to Issuer Yes For For
the Company's Restated
Certificate of
Incorporation to increase
the number of authorized
shares of the Company's
common stock
Hovnanian Enterprises, Inc. HOV 442487203 3/5/04 1. Elect nine directors of Issuer Yes For For
the Company for the
ensuing year to serve
until the next Annual
Meeting
2. Ratification of the Issuer Yes For For
selection of Ernst & Young
LLP as independent
accountants to examine
financial statements for
the year ended October 31,
2004
3. Approve an amendment to Issuer Yes For For
the Company's amended
Certificate of
Incorporation to increase
the total number of
authorized shares of all
classes of stock from
100,100,000 to
230,100,000, of which
200,000,000 shares will be
Class A Common Stock and
30,000,000 shares will be
shares of Class B Common
Stock and 100,000 will be
Preferred Stock
4. Approve Amended and Issuer Yes For For
Restated Senior Executive
Short-Term Incentive Plan
5. Approve Amended and Issuer Yes Against Against
Restated 1999 Stock
Incentive Plan
INCO Limited N 453258402 4/21/04 1. Elect ten directors Issuer Yes For For
2. Approve the by-law Issuer Yes For For
confirmation resolution
3. Appoint Issuer Yes For For
PricewaterhouseCoopers LLP
as auditors
Lennar Corporation LEN 526057302 3/30/04 1. Elect three directors Issuer Yes For For
M.D.C. Holdings, Inc. MDC 552676108 4/26/04 1. Elect two directors Issuer Yes For For
2. Shareowner proposal Security
regarding preparation of Holder Yes Against For
sustainability report
Monaco Coach Corporation MNC 60886R103 5/18/04 1. Elect four directors Issuer Yes For For
2. Re-approve the Issuer Yes For For
company's executive
variable compensation plan
3. Ratify the appointment Issuer Yes For For
of PricewaterhouseCoopers
LLP as independent
accountants of the company
for the fiscal year ending
January 1, 2005
National R.V. Holdings, Inc. NVH 637277104 6/12/04 1. Elect two directors Issuer Yes For For
2. Ratify and approve the Issuer Yes For For
selection of
PricewaterhouseCoopers LLP
as the company's
independent public
accountants for the fiscal
year ending December 31,
2004
Navistar International 1. Elect three directors Issuer Yes For For
Corporation NAV 63934E108 2/17/04 2. Ratify the selection of Issuer Yes For For
Deloitte & Touche LLP as
independent auditor
3. Approve adoption of Issuer Yes Against Against
2004 Performance Incentive
Plan
PacifiCare Health Systems, Inc. PHS 695112102 5/20/04 1. Elect 10 directors Issuer Yes For For
2. Approve amendment and Issuer Yes For For
restatement of the
Employee Stock Purchase
Plan
3. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as
independent auditors
PetroKazakhstan Inc. PKZ 71649P102 5/4/02 1. Elect directors Issuer Yes For For
2. Appoint TOO Deloitte & Issuer Yes For For
Touche,Almaty,Kazakhstan
as auditor of the
corporation
Petrolio Brasileiro S.A. - A1. Approve management Issuer Yes For For
PETROBRAS PBR 71654V408 3/29/04 report, the financial
statements and Audit
Committee's Opinion for
the fiscal year 2003
A2. Approve Capital Issuer Yes For For
Expenditure Budget for the
fiscal year 2004
A3. Approve distribution Issuer Yes For For
of results for fiscal year
2003
A4. Approve election of Issuer Yes For For
members of the Board of
Directors, Audit Committee
and their respective
substitutes
E1. Approve increase of Issuer Yes For For
capital stock
E2. Approve increase in Issuer Yes For For
limit of authorized
capital
E3. Approve establishment Issuer Yes For For
of the compensation of
management and effective
members of the audit
committee, as well as
their participation in the
profits
Phelps Dodge Corporation PD 717265102 5/28/04 1. Elect four directors Issuer Yes For For
2. Shareholder proposal Security
regarding charitable Holder Yes Against For
contributions
RARE Hospitality International, 1. Elect four directors Issuer Yes For For
Inc. RARE 753820109 5/10/04 2. Approve amendments to Issuer Yes Against Against
the RARE Hospitality
International, Inc.
amended and restated 2002
Long-term Incentive Plan
3. Ratify the selection of Issuer Yes For For
KPMG LLP as independent
auditors for the fiscal
year ending December 27,
2004
Seagate Technology STX G7945J104 10/28/03 1. Elect eleven directors Issuer Yes For For
for terms expiring at the
2004 Annual General
Meeting of Shareholders
2. Approve the material Issuer Yes For For
terms of Seagate
Technology's annual
incentive bonus plan
3. Ratify the appointment Issuer Yes For For
of Ernst & Young LLP as
independent auditors of
Seagate Technology for the
year ending July 2, 2004
Teekay Shipping Corporation TK Y8564W103 6/1/04 1. Elect two directors Issuer Yes For For
2. Ratify the selection of Issuer Yes For For
Ernst & Yesoung LLP as
independent auditors for
the fiscal year ending
December 31, 2004
Toll Brothers, Inc. TOL 889478103 1/23/04 1. Elect four directors to Issuer Yes For For
hold office until the 2007
Annual Meeting of
Stockholders and until
their respective
successors are duly
elected and qualified
2. Approve the Issuer Yes For For
re-appointment of Ernst &
Young LLP as the Company's
independent auditors for
the 2004 fiscal year
United States Steel Corporation X 912909108 4/27/04 1. Elect four directors Issuer Yes For For
2. Elect Issuer Yes For For
PricewaterhouseCoopers LLP
as independent auditors
Valero Energy Corporation VLO 91913Y100 4/29/04 1. Elect three directors Issuer Yes For For
2. Ratify selection of Issuer Yes For For
KPMG LLP as auditors for
2004
3. Shareholder proposal Security
regarding climate change Holder Yes Against For
resolution
WCI Communities, Inc. WCI 92923C104 5/20/04 1. Elect three directors Issuer Yes For For
2. Approve the 2004 Stock Issuer Yes Against Against
Incentive Plan
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) CGM CAPITAL DEVELOPMENT FUND
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By (Signature and Title)* Leslie A. Lake, Vice President & Secretary
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Date 8/30/04
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* Print the name and title of each signing officer under his or her signature.