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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
Barry N. Hurwitz, 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: 7/1/06 -- 6/30/07
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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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AGCO Corporation AG 001084102 4/26/07 1. Elect four directors: Issuer Yes For For
1. W. Wayne Booker,
2. Francisco R. Gros,
3. Gerald B. Johanneson and
4. Curtis E. Moll
2. Approve the ratification of Issuer Yes For For
KPMG LLP as the company's
independent registered public
accounting firm for 2007
Albemarle Corporation ALB 012653101 4/11/07 1. Elect 11 directors: Issuer Yes For For
1. J. Alfred Broaddus, Jr.
2. John D. Gottwald,
3. William M. Gottwald,
4. R. William Ide III,
5. Richard L. Morrill,
6. Seymour S. Preston III,
7. Mark C. Rohr,
8. John Sherman, Jr.,
9. Charles E. Stewart,
10. Harriett Tee Taggart and
11. Anne Marie Whittemore
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
the company's independent
registered public accounting
firm for the fiscal year ending
December 31, 2007
Anixter International Inc. AXE 035290105 5/17/07 1. Elect 11 directors: Issuer Yes For For
1. Lord James Blyth,
2. Linda Walker Bynoe,
3. Robert L. Crandall,
4. Robert W. Grubbs, Jr.,
5. F. Philip Handy,
6. Melvyn N. Klein,
7. George Munoz,
8. Stuart M. Sloan,
9. Thomas C. Theobald,
10. Mathew Zell and
11. Samuel Zell
2. Ratify Ernst & Young as Issuer Yes For For
independent auditors
Cabot Oil & Gas Corporation COG 127097103 5/2/07 1. Elect three directors: Issuer Yes For For
1. John G. L. Cabot,
2. David M. Carmichael and
3. Robert L. Keiser
2. Ratify the appointment of the Issuer Yes For For
firm of Pricewaterhouse- Coopers
LLP as the independent
registered public accounting
firm for the company for its
2007 fiscal year
Cameron International
Corporation CAM 13342B105 5/9/07 1. Elect two directors: Issuer Yes For For
1. Michael E. Patrick and
2. Bruce W. Wilkinson
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as independent
registered public accountants
for 2007
Chaparral Steel Company CHAP 159423102 8/29/06 1. Elect three directors: Issuer Yes For For
1. Eugenio Clariod,
2. Joseph D. Mahaffey and
3. Elizabeth C. Williams
2. Ratify the Amended and Issuer Yes Against Against
Restated 2005 Omnibus Equity
Compensation Plan
3. Approve the 2006 Omnibus Issuer Yes Against Against
Incentive Plan
Core Laboratories N. V. CLB N22717107 4/2/07 1. Elect three supervisory Issuer Yes For For
directors:
1. A. D. John Ogren,
2. B. Joseph R. Perna and
3. C. Jacobus Schouten
2. Confirm and adopt Dutch Issuer Yes For For
Statutory annual accounts in the
English language for the fiscal
year ended December 31, 2006
3. Approve and resolve the Issuer Yes For For
cancellation of repurchased
shares
4. Approve and resolve the Issuer Yes For For
extension of the authority to
repurchase up to 10% of issued
share capital until October 2,
2008
5. Approve and resolve the Issuer Yes For For
extension of the authority to
issue shares and/or to grant
rights
6. Approve and resolve the Issuer Yes For For
extension of the authority to
limit or exclude the preemptive
rights of the holders of our
common shares and/or preference
shares until April 2, 2011
7. Approve and resolve the Issuer Yes Against Against
amendment and restatement of the
Core Laboratories N.V. 1995
Long-Term Incentive Plan
8. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers as the
company's independent public
accountants for the year ended
December 31, 2007
Corrections Corporation
of America CXW 22025Y407 5/10/07 1. Elect 12 directors: Issuer Yes For For
1. William F. Andrews,
2. John D. Ferguson,
3. Donna M. Alvarado,
4. Lucius E. Burch, III,
5. John D. Correnti,
6. John R. Horne,
7. C. Michael Jacobi,
8. Thurgood Marshall, Jr.,
9. Charles L. Overby,
10. John R. Prann, Jr.,
11. Joseph V. Russell and
12. Henri L. Wedell
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as the firm's
independent registered public
accounting firm for the fiscal
year ending December 31, 2007
3. Approve the company's 2008 Issuer Yes Against Against
Stock Incentive Plan
4. Approve amendment to the Issuer Yes For For
company's charter to increase
the number of authorized shares
of common stock, par value $.01
per share, from 80,000,000 to
300,000,000
5. Adopt stockholder proposal Security Yes Against For
for the company to provide a Holder
semi-annual report to
stockholders disclosing certain
information with respect to the
company's political
contributions and expenditures
6. Approve proposal to adjourn Issuer Yes For For
the annual meeting, if
necessary, for the purpose of
soliciting additional proxies
B3. Extend the general mandate Issuer Yes For For
granted to the directors to
allot, issue and deal with
shares by the number of shares
repurchased
Desarrolladora Homex,
S.A.B. de C.V. HXM 25030W100 4/26/07 01. Reading, discussion and Issuer Yes For For
approval or amendment, as the
case may be, of the reports of
the board of directors on the
company's review pursuant to
Article 28, Section IV of the
Mexican Securities Law,
including the financial
statements for the year ended on
December 31, 2006
02. Resolution over the Issuer Yes For For
application of the results
obtained in such fiscal year
O3. Appointment or ratification, Issuer Yes For For
as the case may be, of the
members of the board of
directors and secretary, and
determination of their
compensation
O4. Appointment or ratification, Issuer Yes For For
as the case may be, of the
chairman and members of the
audit committee and corporate
governance committee
O5. Discussion and approval, as Issuer Yes For For
the case may be, of the maximum
amount that could be used to
repurchase of stock of the
company during 2007
O6. Designation of delegates who Issuer Yes For For
will formalize and execute the
resolutions adopted at this
meeting
E1. Adjustments and changes to Issuer Yes For For
the bylaws of Desarrolladora
Issuer Yes For For Homex,S.A.B.
de C.V., to modify Articles Six,
Twenty Two, Thirty Three and
Thirty Four
E2. Designation of delegates who Issuer Yes For For
will formalize and execute the
resolutions adopted at this
meeting
Guess?, Inc. GES 401617105 6/18/07 1. Elect three directors: Issuer Yes For For
1. Paul Marciano,
2. Anthony Chidoni and
3. Judith Blumenthal
2. Ratify the appointment of Issuer Yes For For
Ernst & Young as the company's
independent auditors for the
fiscal year ending February 2,
2008
Holly Corporation HOC 435758305 5/24/07 1. Elect nine directors: Issuer Yes For For
1. B. P. Berry,
2. M. P. Clifton,
3. W. J. Glancy,
4. W. J. Gray,
5. M. R. Hickerson,
6. T. K. Matthews,
7. R. G. McKenzie,
8. J. P. Reid and
9. P. T. Stoffel
2. Approve amendment to the Issuer Yes For For
Corporation's restated
certificate of incorporation to
increase the total number of
shares of common stock, par
value $0.01 per share, that the
corporation has authority to
issue
3. Approve the performance Security Yes Against Against
standards and eligibility Holder
provisions of the corporation's
long-term incentive compensation
plan and approve amendment to
provide for the use of "net
profit margin" as a performance
criteria for annual incentive
awards
Lan Airlines S.A. LFL 501723100 1/26/07 1. Increase the Company's Issuer No
capital by virtue of an issuance
of 7,500,000 shares, at the
price and other conditions that
the shareholders' meeting shall
determine
2. Designate a portion of the Issuer No
above mentioned capital increase
to compensation plans, in
accordance with Article 24 of
Law 18.046
3. Amend the Company's bylaws to Issuer No
reflect the resolutions adopted
by the shareholders' meeting
4. Authorize the company's Board Issuer No
of Directors to request the
registration of the shares
representing the capital
increase with the registry of
the Superintendence of
Securities and Insurance; to
proceed with the settlement of
the shares; and to agree on the
terms pertaining to the
compensation plans mentioned
above
5. Adopt any other resolutions Issuer No
necessary to implement the
abovementioned resolutions
Lan Airlines S.A. LFL 501723100 4/5/07 1. Approve the annual report, Issuer Yes For For
balance of payments and
financial statements of the
company for the year ended
December 31, 2006
2. Approve the distribution of Issuer Yes For For
a dividend for the fiscal year
2006
3. Agree on the remunerations Issuer Yes For For
the board for the year 2007
4. Agree on the remunerations Issuer Yes For For
of the Directors' Committee and
determine its budget for the
year 2007
5. Designate the external Issuer Yes For For
designate the risk
classifiers
6. Inform regarding the cost of Issuer Yes For For
processing, printing and
distributing information
E1. Annul the increase in Issuer Yes For For
capital by 7,500,000 payable
shares
E2. Increase the capital stock Issuer Yes For For
of Lan Airlines S.A. via the
issuance of 22,090,910
E3. Assign one part of the Issuer Yes For For
stated increase in capital to
the compensatory plan
E4. Modify the bylaws in order Issuer Yes For For
to adjust them to the framework
adopted by the meeting
E5. Empower the Board of Issuer Yes For For
Directors of the company to
request the registration of the
shares representative
E6. Adopt the rest of the Issuer Yes For For
agreements necessary to
implement the previous mentioned
agreements
The Middleby Corporation MIDD 596278101 5/3/07 1. Elect eight directors: Issuer Yes For For
1. Selim A. Bassoul,
2. Robert B. Lamb,
3. Ryan Levenson,
4. John R. Miller III,
5. Gordon O'Brien,
6. Philip G. Putnam,
7. Sabin C. Streeter and
8. Robert L. Yohe
2. Ratify the selection of Issuer Yes For For
Deloitte & Touche LLP as
independent auditor for fiscal
year ended December 29, 2007
3. Approve an amendment to the Issuer Yes For For
company's restated Certificate
of Incorporation
4. Approve the Middleby Issuer Yes For For
Corporation 2007 Stock Incentive
Plan
Raymond James
Financial, Inc. RJF 754730109 2/15/07 1. Elect nine directors: Issuer Yes For For
1. Angela M. Biever,
2. Francis S. Godbold,
3. H. William Habermeyer, Jr.,
4. Chet Helck,
5. Thomas A. James.,
6. Paul W. Marshall,
7. Paul C. Reilly,
8. Kenneth A. Shields and
9. Hardwick Simmons
2. Ratify the appointment by Issuer Yes For For
the Audit Committee of the Board
of Directors of KPMG LLP as the
Company's independent registered
public accounting firm
3. Approve the 2007 Stock Bonus Issuer Yes For For
Plan
4. Approve the 2007 Stock Option Issuer Yes For For
Plan for independent contractors
5. Approve an amendment to the Issuer Yes For For
2005 Restricted Stock Plan to
increase the number of shares by
2,000,000
RTI International
Metals, Inc. RTI 74973W107 4/27/07 1. Elect ten directors: Issuer Yes For For
1. Craig R. Andersson,
2. Daniel I. Booker,
3. Donald P. Fusilli, Jr.,
4. Ronald L. Gallatin,
5. Charles C. Gedeon,
6. Robert M. Hernandez,
7. Dawne S. Hickton,
8. Edith E. Holiday,
9. Michael C. Wellham and
10. James A. Williams
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP as
independent registered public
accountants for 2007
Sotheby's BID 835898107 5/7/07 1. Elect 11 directors: Issuer Yes For For
1. John M Angelo,
2. Michael Blakenham,
3. The Duke of Devonshire,
4. Allen Questrom,
5. William F. Ruprecht,
6. Michael I. Sovern,
7. Donald M. Stewart,
8. Robert S. Taubman,
9. Diana L. Taylor,
10. Dennis M. Weibling and
11. Robin G. Woodhead
2. Approve the amendment and Issuer Yes For For
restatement of the Sotheby's
Executive Bonus Plan
3. Approve the amendment and Issuer Yes Against Against
restatement of the Sotheby's
1998 Stock Compensation Plan for
non-employee directors
4. Ratify the appointment of Issuer Yes For For
Deloitte & Touche as independent
auditors for 2007
SIGNATURES
[See General Instruction F]
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)* /s/ Robert L. Kemp
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Robert L. Kemp, President
Date 8/23/07
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* Print the name and title of each signing officer under his or her signature.