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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: 7/1/04 -- 6/30/05
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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
Meeting Matter Security Vote Actual Against
Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt.
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Amerada Hess Corporation AHC 023551104 5/4/05 1. Elect four directors Issuer Yes For For
for the ensuing three-year
term:
1. E.E. Holiday,
2. J.J. O'Connor,
3. F.B. Walker and
4. R.N. Wilson
2. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as
independent auditors for
the fiscal year ending
December 31, 2005
AmeriCredit Corp. ACF 03060R101 11/3/04 1. Elect three members of Issuer Yes For For
the Board of Directors for
terms expiring in 2007:
1. A. R. Dike,
2. Douglas K. Higgins and
3. Kenneth H. Jones, Jr.
2. Amend the 1998 Limited Issuer Yes Against Against
Stock Option Plan
3. Amend the Amended and Issuer Yes For For
Restated 2000 Limited
Omnibus and Incentive Plan
4. Approve the Senior Issuer Yes For For
Executive Bonus Plan
5. Ratify the appointment Issuer Yes For For
of PricewaterhouseCoopers
as accountants for the
fiscal year ending June
30, 2005
Berry Petroleum BRY 085789105 5/11/05 1. Elect a board of nine Issuer Yes For For
Directors to serve until
the next Annual Meeting of
Shareholders and until
their successors are
elected and qualified:
1. W. Berry,
2. R. Busch III,
3. W. Bush,
4. S. Cropper,
5. J. Gaul,
6. J. Hagg,
7. R. Heinemann,
8. T. Jamieson and
9. M. Young
2. Approve the 2005 Equity Issuer Yes Against Against
Incentive Plan
Cal Dive International, Inc. CDIS 127914109 5/10/05 1. Elect three Directors: Issuer Yes For For
1. Martin Ferron,
2. Gordon F. Ahalt and
3. Anthony Tripodo
2. Amend the Company's Issuer Yes For For
1997 Amended and Restated
Articles of Incorporation
and Amended and Restated
By-Lays concerning the
Minnesota Business
Combinations Act
3. Approve the 2005 Issuer Yes For For
Amended and Restated
Articles of Incorporation
4. Approve the Cal Dive Issuer Yes Against Against
International, Inc. 2005
Long Term Incentive Plan
Canadian Natural Resources
Limited CNQ 136385101 5/5/05 1. Elect as Directors of Issuer Yes For For
the Corporation for the
ensuing year these nominees
proposed by management:
1. Catherine M. Best,
2. N. Murray Edwards,
3. Ambassador Gordon D.
Griffin,
4. John G. Langille,
5. Keith A. J. MacPhail,
6. Allan P. Markin,
7. James S. Palmer,
C.M., A.O.E., Q.C.,
8. Eldon R. Smith, M.D. and
9. David A. Tuer
2. Appoint Issuer Yes For For
PricewaterhouseCoopers
LLP, Chartered
Accountants, Calgary,
Alberta, as auditors of
the corporation for the
ensuing year and the
authorization of the Audit
Committee of the Board of
Directors of the
Corporation to fix their
remuneration
3. Pass a Special Issuer Yes For For
Resolution authorizing the
Corporation to amend its
Articles to subdivide the
issued and outstanding
common shares of the
Corporation on a
two-for-one basis
Cleveland-Cliffs, Inc. CLF 185896107 5/10/05 1. Elect nine Directors to Issuer Yes For For
hold office until the next
Annual Meeting of
Shareholders or until their
successors are elected:
1. J. S. Brinzo,
2. R. C. Cambre,
3. R. Cucuz,
4. D. H. Gunning,
5. J. D. Ireland III,
6. F. R. McAllister,
7. R. Phillips,
8. R. K. Riederer and
9. A. Schwartz
2. Ratify the appointment Issuer Yes For For
of Deloitte & Touche LLP
as independent auditors
The Finish Line, Inc. FINL 317923100 7/22/04 1. Approve the change of Issuer Yes For For
the state of incorporation
from Delaware to Indiana
2. Approve a form of Issuer Yes For For
Indemnification Agreement
for officers and directors
3. Elect the following Issuer Yes For For
seven directors: Alan H.
Cohen, Jeffrey H. Smulyan,
Larry J. Sablosky, Bill
Kirkendall, William P.
Carmichael, David I.
Klapper and Stephen
Goldsmith
4. Approve The Finish Issuer Yes For For
Line, Inc. Employee Stock
Purchase Plan
5. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as the
Company's independent
auditors for the fiscal
year ending February 26,
2005
Helen of Troy Limited HELE G4388N106 8/31/04 1. Elect the following Issuer Yes For For
nine directors:
1. Gary B. Abromovits,
2. John B. Butterworth,
3. Christopher L. Carameros,
4. Tim F. Meeker,
5. Byron H. Rubin,
6. Gerald J. Rubin,
7. Stanlee N. Rubin,
8. James C. Swaim and
9. Darren G. Woody
2. Approve an Amendment to Issuer Yes Against Against
the Helen of Troy Limited
1998 Stock Option and
Restricted Stock Plan
3. Ratify the appointment Issuer Yes For For
of KPMG LLP as independent
auditors for the company
to serve for the 2005
fiscal year
Hydril Company HYDL 448774109 5/17/05 1. Elect three Directors Issuer Yes For For
to serve for a three-year
term:
1. Gordon T. Hall,
2. Richard C. Seaver and
3. T. Don Stacy
2. Approve Hydril Company Issuer Yes Against Against
2005 Incentive Plan
3. Ratify the appointment Issuer Yes For For
of Deloitte & Touche LLP
as the Company's
independent registered
public accounting firm for
the year ending December
31, 2005
Ispat International N.V. IST 464899103 12/15/04 1. Approve the Acquisition Issuer Yes For For
Agreement dated as of
October 24, 2004, between
INV and Richmond Investment
Holdings Limited, and the
transactions referred to
therein
2. Appoint Ms. Vanisha Issuer Yes For For
Mittal Bhatia as a member
of INV's board of
Directors (Class A
Managing Director) for a
term commencing on the day
following the
Extraordinary Meeting and
ending on the date of the
Annual General Meeting of
Shareholders to be held in
2008.
3. Amend INV's Articles of Issuer Yes For For
Association and to
authorize each member of
INV's Board of Directors
as well as each lawyer and
paralegal practicing with
Nautadutilh N.V. to
implement the amendment of
the Articles of
Association
4. Grant the authority of Issuer Yes For For
INV's Board to acquire
INV's Class A Common
Shares and Class B Common
Shares
5. Grant the authority of Issuer Yes For For
INV's Board to issue
and/or grant rights to
subscribe for shares
6. Grant the authority to Issuer Yes For For
INV's Board of Directors
for a period of five years
(until December 14, 2009),
to limit or exclude the
pre-emptive rights in
respect of issues of INV
Class A Common Shares.
7. Approve withdrawal of Issuer Yes For For
the re-appointment of
Deloitte Accountants as
Registered Accountants of
the company and appoint
Ernst & Young Accountants
as the Registered
Accountants of the company
LifePoint Hospitals, Inc. LPNT 53219L109 6/30/05 1. Elect three Class III Issuer Yes For For
Directors:
1. Kenneth C. Donahey,
2. Richard H. Evans and
3. Michael P. Haley
2. Approve Amendment and Issuer Yes Against Against
Restatement of the
Company's 1998 Long-Term
Incentive Plan
3. Ratify the selection of Issuer Yes For For
Ernst & Young LLP as the
independent registered
public accounting firm of
the company for 2005
Maverick Tube Corporation MVK 577914104 5/16/05 1. Elect six Directors: Issuer Yes For For
1. C. Robert Bunch,
2. Gerald Hage,
3. David H. Kennedy,
4. Wayne P. Mange,
5. Paul McDermott and
6. Adams Moore
2. Approve Second Amended Issuer Yes For For
and Restated 2004 Omnibus
Incentive Plan
3. Ratify appointment of Issuer Yes For For
Ernst & Young LLP as the
company's independent
registered public
accounting firm
Mittal Steel Company N.V. MT 60684P101 4/12/05 1. Approve the Agreement Issuer Yes For For
and Plan of Merger and
Reorganization, dated as
of October 24, 2004, among
Mittal Steel Company N.V.,
Park Acquisition Corp. and
International Steel Group
Inc.
2. Appoint Mr. Wilbur L. Issuer Yes For For
Ross, as a member of the
Board of Directors of
Mittal Steel Company N.V.
(Class C Managing
Director) for a term
commencing on the date
following completion of
the merger International
Steel Group Inc. as
contemplated under the
Merger Agreement and
ending on the date of the
Annual General Meeting of
Shareholders to be held in
2006.
3. Appoint Mr. Lewis B. Issuer Yes For For
Kaden, as a member of the
Board of Directors of
Mittal Steel Company N.V.
(Class C Managing
Director) for a term
commencing on the date
following this
Extraordinary General
Meeting of Shareholders
and ending on the date of
the Annual General Meeting
of Shareholders to be held
in 2006.
Murphy Oil Corporation MUR 626717102 5/11/05 1. Elect ten Directors to Issuer Yes For For
serve for the ensuing year:
1. F. W. Blue,
2. G. S. Dembroski,
3. C. P. Deming,
4. R. A. Hermes,
5. R. M. Murphy,
6. W. C. Nolan, Jr.,
7. I. B. Ramberg,
8. N. E. Schmale,
9. D. J. H. Smith and
10. C. G. Theus
2. Approve proposed Issuer Yes For For
amendment to the Company's
Certificate of
Incorporation to increase
the number of authorized
shares of Common Stock
from 200,000,000 To
450,000,000
3. Approve the appointment Issuer Yes For For
of KPMG LLP as the
Company's independent
registered public
accounting firm
Newfield Exploration Company NFX 651290108 5/5/05 1. Elect 13 Directors: Issuer Yes For For
1.David A. Trice,
2. David F. Schaible,
3. Howard H. Newman,
4. Thomas G. Ricks,
5. Dennis R. Hendrix,
6. C.E. (Chuck) Shultz,
7. Philip J. Burguieres,
8. John Randolph Kemp III,
9. J. Michael Lacey,
10. Joseph H. Netherland,
11. J. Terry Strange,
12. Pamela J. Gardner and
13. Juanita F. Romans
2. Ratify the appointment Issuer Yes For For
of PricewaterhouseCoopers
LLP as independent
accountants of the Company
for the year ending
December 31, 2005
Olin Corporation OLN 680665205 4/28/05 1. Elect three Directors Issuer Yes For For
to serve three-year terms
expiring in 2008:
1. Virginia A. Kamsky,
2. Richard M. Rompala and
3. Joseph D. Rupp
2. Approve Amended and Issuer Yes Against Against
Restated 1997 Stock Plan
for Non-Employee Directors
3. Approve the Olin Senior Issuer Yes For For
Management Incentive
Compensation Plan
4. Ratify KPMG LLP as the Issuer Yes For For
independent auditors
Open Joint Stock Co "Vimpel-
Communications" VIP 68370R109 10/8/04 1. Approve the Amendment Issuer Yes For For
to the Charter of
VimpelCom. The proposed
amendment reflects the
status of VimpelCom as the
legal successor to the
rights and obligations of
KB Impuls as a result of
the reorganization of the
Companies by way of
statutory merger
Open Joint Stock Co "Vimpel-
Communications" VIP 68370R109 6/22/05 1. Approve the 2004 Issuer Yes For For
VimpelCom Annual Report
2. Approve VimpelCom's Issuer Yes For For
accounting statements,
including Profit and Loss
Statement for 2004
3. Allocate profits and Issuer Yes For For
losses resulting from 2004
operations including
non-payment of dividends
to holders of common
registered shares and
payment of dividends to
holders of preferred
registered shares of
type A
4. Elect directors: Issuer Yes For For
Fridman, Johansen, Kulkov,
Lunder Reznikovich,
Sozonoff, Thon, Torgersen,
Tsukanova, Watson, Haines
and Rusten
5. Approve amended and Issuer Yes For For
restated Procedural
Regulations of the Board
of Directors
6. Elect Audit Commission Issuer Yes For For
7. Approve external Issuer Yes For For
auditors
8. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Extel" into VimpelCom and
of the Merger Agreement
between VimpelCom and CJSC
"Extel"
9. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Sotovaya Company" into
VimpelCom and of the
Merger Agreement between
VimpelCom and CJSC
"Sotovaya Company"
10. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"StavTeleSot" into
VimpelCom and of the
Merger Agreement between
VimpelCom and CJSC
"StavTeleSot"
11. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Vostok-Zapad Telecom"
into VimpelCom and of the
Merger Agreement between
VimpelCom and CJSC
"Vostok-Zapad Telecom"
12. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Orensot" into VimpelCom
and of the Merger
Agreement between
VimpelCom and CJSC
"Orensot"
13. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Beeline-Samara" into
VimpelCom and of the
Merger Agreement between
VimpelCom and CJSC
"Beeline-Samara"
14. Approve reorganization Issuer Yes For For
of VimpelCom through
statutory merger of CJSC
"Dal Telecom
International" into
VimpelCom and of the
Merger Agreement between
VimpelCom and CJSC "Dal
Telecom International"
Patterson-UTI Energy, Inc. PTEN 703481101 6/15/05 1. Elect nine Directors: Issuer Yes For For
1. Mark S. Siegel,
2. Cloyce A. Talbott,
3. A. Glenn Patterson,
4. Kenneth N. Berns,
5. Robert C. Gist,
6. Curtis W. Huff,
7. Terry H. Hunt,
8. Kenneth R. Peak and
9. Nadine C. Smith
2. Approve the adoption of Issuer Yes For For
the Patterson-UTI Energy,
Inc. 2005 Long-Term
Incentive Plan
3. Ratify the selection of Issuer Yes For For
PricewaterhouseCoopers LLP
as independent accountants
of the company for the
fiscal year ending
December 31, 2005
Peabody Energy Corporation BTU 704549104 5/6/05 1. Elect four Class I Issuer Yes For For
Directors for three-year
terms:
1. B. R. Brown,
2. Henry Givens, Jr.,
3. James R. Schlesinger
and
4. Sandra Van Trease
2. Ratify the appointment Issuer Yes For For
of Ernst & Young LLP as
the Company's independent
public accountants for the
fiscal year ending
December 31, 2005
3. Approve increase in Issuer Yes For For
authorized shares of
common stock
4. Stockholder proposal Security
regarding Director Holder Yes Against For
independence
5. Stockholder proposal Security
regarding classified board Holder Yes Against For
6. Stockholder proposal Security
regarding majority voting Holder Yes Against For
requirement
Schnitzer Steel Industries, Inc. SCHN 806882106 1/31/05 1. Elect the following Issuer Yes For For
ten directors:
1. Robert S. Ball,
2. William A. Furman,
3. Carol S. Lewis,
4. Scott Lewis,
5. Kenneth M. Novack,
6. Robert W. Philip,
7. Jean S. Reynolds,
8. Dori Schnitzer,
9. Gary Schnitzer and
10. Ralph R. Shaw,
each to serve until the
next Annual Meeting of
Shareholders and until a
successor has been elected
and qualified
2. Approve the proposed Issuer Yes For For
Executive Annual Bonus
Plan
Sotheby's Holdings, Inc. BID 835898107 5/4/05 1. Elect 3 Directors to Issuer Yes For For
serve until the next
annual meeting:
1. Steven B. Dodge,
2. S. Percy Rockefeller
and
3. Donald M. Stewart
2. Approve Sotheby's Issuer Yes Against Against
Holdings, Inc. Executive
Bonus Plan
3. Ratify the appointment Issuer Yes For For
of Deloitte & Touche LLP
as independent auditors
for 2005
Southern Peru Copper Corporation PCU 843611104 3/28/05 1. Approve Amendment of Issuer Yes For For
the Restated Certificate
of Incorporation to
increase the number of
authorized shares of
capital stock and to
designate such
newly-authorized shares as
shares of common stock
2. Approve issuance of Issuer Yes For For
67,207,640
newly-authorized shares of
common stock in the merger
3. Approve amendment of Issuer Yes For For
the Restated Certificate
of Incorporation to change
the composition and
responsibilities of
certain committees of the
Board of Directors
Thor Industries, Inc. THO 885160101 12/7/04 1. Elect the following Issuer Yes For For
three directors:
1. H. Coleman Davis,
2. Peter B. Orthwein and
3. William C. Tomson
Valero Energy Corporation VLO 91913Y100 9/13/04 1. Approve an Amendment to Issuer Yes For For
Valero's Restated
Certificate of
Incorporation to increase
the total number of shares
of common stock that
Valero has the authority
to issue from 300,000,000
shares to 600,000,000
shares
Whiting Petroleum Corporation WLL 966387102 5/10/05 1. Elect two Directors to Issuer Yes For For
hold office until the 2008
annual meeting:
1. Kenneth R. Whiting and
2. Palmer L. Moe
2. Ratify the appointment Issuer Yes For For
of Deloitte & Touche LLP
as independent auditors
Winnebago Industries, Inc. WGO 974637100 1/11/05 1. Elect the following Issuer Yes For For
three directors:
1. Jerry N. Currie,
2. Lawrence A. Erickson
and
3. John E. Herlitz,
to hold office for
three-year terms
Yellow Roadway Corporation YELL 985577105 5/19/05 1. Elect ten Directors: Issuer Yes For For
1. Cassandra C. Carr,
2. Howard M. Dean,
3. Frank P. Doyle,
4. John F. Fiedler,
5. Dennis E. Foster,
6. John C. McKelvey,
7. Philllip J. Meek,
8. William L. Trubeck,
9. Carl W. Vogt and
10. William D Zollars
2. Ratify the appointment Issuer Yes For For
of KPMG LLP as independent
public accountants of the
Company for 2005
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 8/26/05
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* Print the name and title of each signing officer under his or her signature.