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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, One 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: 7/1/07 -- 6/30/08
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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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Alpha Natural Resources,
Inc. ANR 02076X102 5/14/08 1. Elect nine directors: Issuer Yes For For
1. Mary Ellen Bowers,
2. John S. Brinzo,
3. Hermann Buerger,
4. Kevin S. Crutchfield,
5. E. Linn Draper, Jr.,
6. Glenn A. Eisenberg,
7. John W. Fox, Jr.,
8. Michael J. Quillen and
9. Ted G. Wood
2. Approve the Amendment and Issuer Yes Against Against
Restatement of the 2005
Long-Term Incentive Plan
3. Approve the 2008 Annual Issuer Yes For For
Incentive Bonus Plan
4. Ratify the appointment of Issuer Yes For For
KPMG LLP as independent
auditors for the fiscal year
ending December 31, 2008
Atwood Oceanics, Inc. ATW 050095108 2/14/08 1. Elect six directors: Issuer Yes For For
1. Deborah A. Beck,
2. George S. Dotson,
3. John R. Irwin,
4. Robert W. Burgess,
5. Hans Helmerich and
6. James R. Montague
2. Approve Amendment No. 1 Issuer Yes For For
to the Atwood Oceanics, Inc.
2007 Long-Term Incentive
Plan
3. Approve Amendment No. 1. Issuer Yes For For
to the Atwood Oceanics, Inc.
Amended and Restated
Certificate of Formation to
increase the authorized
shares of common stock of
the company from 50,000,000
to 90,000,000 shares
4. Ratify the early election Issuer Yes For For
to be governed by the Texas
Business Organizations Code
Cameron International
Corporation CAM 13342B105 12/7/07 1. Approve amendment to the Issuer Yes For For
company's Amended and
Restated Certificate of
Incorporation to increase
the number of authorized
shares of common stock from
150,000,000 to 400,000,000
Cameron International
Corporation CAM 13342B105 5/14/08 1. Elect three directors: Issuer Yes For For
1. Peter J. Fluor,
2. Jack B. Moore and
3. David Ross III
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as
Cameron's independent
registered public
accountants for 2008
Century Aluminum Company CENX 156431108 6/24/08 1. Elect three directors: Issuer Yes For For
1. Robert E. Fishman, Ph.D,
2. Jack E. Thompson and
3. Catherine Z. Manning
2. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as the
company's independent
auditors for the fiscal year
ending December 31, 2008
Commercial Metals Company CMC 201723103 1/24/08 1. Elect 4 directors: Issuer Yes For For
1. Robert L. Guido,
2. Dorothy G. Owen,
3. J. David Smith and
4. Robert R. Womack
2. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as
independent auditors for the
fiscal year ending August
31, 2008
3. Approve shareholder Security Yes Against For
proposal requesting the Holder
addition of sexual
orientation to the company's
written non-discrimination
policy
Desarrolladora Homex,
S.A.B. de C.V. HXM 25030W100 3/10/08 1. Approve discussion and Issuer Yes For For
approval, as the case may be
of the maximum that could be
used to repurchase of stock
of the company
2. Approve report on the Issuer Yes For For
establishment of a stock
option plan for company
officers and trust conformed
for this purpose;
resolutions this item
3. Approve designation of Issuer Yes For For
delegates who will formalize
and execute the resolutions
adopted at this meeting
Desarrolladora Homex,
S.A.B. de C.V. HXM 25030W100 4/21/08 1. Approve 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, 2007
2. Approve resolution of the Issuer Yes For For
application of the results
obtained in such fiscal year
3. Approve appointment or Issuer Yes For For
ratification, as the case
may be, of the members of
the board of directors and
secretary, and determination
of their compensation
4. Approve appointment or Issuer Yes For For
ratification, as the case
may be, of the chairman of
the audit committee and of
the corporate governance
committee and, as the case
may be, appointment of the
members of such committees
and of the executive
committee
5. Approve designation of Issuer Yes For For
special delegates who will
formalize and execute the
resolutions adopted at this
meeting
Diana Shipping, Inc. DSX Y2066G104 12/21/07 1. Elect 2 directors: Issuer Yes For For
William Lawes and
Konstantinos Psaltis
2. Approve the appointment Issuer Yes For For
of Ernst & Young (Hellas) as
the Company's independent
auditors for the fiscal year
ending December 31, 2007
3. Approve the adoption of Issuer Yes For For
an amendment to the
Company's Amended and
Restated Articles of
Incorporation establishing a
quorum for all meetings of
Shareholders of the Company
of 33 1/3 per cent of all
shares, present either in
person or by proxy, issued
and outstanding and entitled
to vote at such meetings
4. Approve the adoption of Issuer Yes For For
an amendment to the
Company's Amended and
Restated Articles of
Incorporation increasing the
aggregate number of shares
of common stock that the
Company is authorized to
issue to 200 million
registered shares with a par
value of one cent per share
Dril-Quip, Inc. DRQ 262037104 5/15/08 1. Elect 2 directors: Issuer Yes For For
J. Mike Walker and
John V. Lovoi
2. Ratify the appointment of Issuer Yes For For
BDO Seidman LLP as the
Company's independent
registered public
accountants for the fiscal
year ending December 31,
2008
Dryships Inc. DRYS Y2109Q101 1/16/08 1. Approve amendment to the Issuer Yes For For
Company's Articles of
Incorporation to increase
the number of authorized
shares of common stock to
one billion shares, par
value $0.01 per share and to
increase the number of
authorized shares of
preferred stock to five
hundred million shares, par
value $0.01 per share
Foundation Coal Holdings,
Inc. FCL 35039W100 5/22/08 1. Elect 8 directors: Issuer Yes For For
1. James F. Roberts,
2. William J. Crowley, Jr.,
3. David I. Foley,
4. P. Michael Giftos,
5. Alex T. Krueger,
6. Joel Richards, III,
7. Robert C. Scharp and
8. Thomas V. Shockley, III
2. Ratify Ernst & Young LLP Issuer Yes For For
as Foundation's independent
registered public accounting
firm for the fiscal year
ending December 31, 2008
3. Approve the Amended and Issuer Yes Against Against
Restated 2004 Stock
Incentive Plan
4. Approve the Annual Issuer Yes For For
Incentive Performance Plan
5. Approve stockholder Security Yes Against For
proposal regarding climate Holder
change
The Gymboree Corporation GYMB 403777105 6/10/08 1. Elect three directors: Issuer Yes For For
1. Michael J. McCloskey,
2. John C. Pound and
3. William U. Westerfield
2. Approve amendment to the Issuer Yes Against Against
Gymboree Corporation 2004
Equity Incentive Plan to
authorize the issuance of an
additional 925,000 shares of
the company's common stock
3. Approve amendment to the Issuer Yes Against Against
Gymboree Corporation 1993
Employee Stock Purchase Plan
to authorize the issuance of
an additional 150,000 shares
of the company's common
stock
4. Approve advisory vote on Issuer Yes For For
the appointment of Deloitte
& Touche LLP as the Gymboree
Corporation's independent
registered public accounting
firm for the fiscal year
ending January 31, 2009
Massey Energy Company MEE 576206106 5/13/08 1. Elect three directors: Issuer Yes For For
1. Don L. Blankenship,
2. Robert H. Foglesong and
3. Bobby R. Inman
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as the
company's independent
registered public accounting
firm for the fiscal year
ending December 31, 2008
3. Approve stockholder Security Yes Against For
proposal regarding political Holder
contribution reports
4. Approve stockholder Security Yes Against For
proposal on a climate change Holder
report
The Middleby Corporation MIDD 596278101 5/9/08 1. Elect eight directors: Issuer Yes For Yes
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 Yes
Deloitte & Touche LLP as
independent auditor for
fiscal year ended January 3,
2009
3. Approve an amendment to Issuer Yes For Yes
The Middleby Corporation
2007 Stock Incentive Plan
4. Approve an amendment to Issuer Yes For Yes
The Middleby Corporation
Executive Officer Incentive
Plan
Navios Maritime Holdings
Inc. NM Y62196103 12/20/07 1. Elect two directors: Issuer Yes For For
1. Ted C. Petrone and
2. Spyridon Magoulas
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers as
the company's independent
public accountants for the
fiscal year ending December
31, 2007
NVR, Inc. NVR 62944T105 5/6/08 1. Elect three directors: Issuer Yes For For
A. Dwight C. Schar,
B. Robert C. Butler and
C. C.E. Andrews
2. Ratify the appointment of Issuer Yes For For
KPMG LLP as independent
auditors for the year ending
December 31, 2008
Oceaneering International,
Inc. OII 675232102 5/16/08 1. Elect two directors: Issuer Yes For For
T. Jay Collins and
D. Michael Hughes
2. Approve proposal to amend Issuer Yes For For
the Restated Certificate of
Incorporation to increase
the number of authorized
shares of capital stock from
93,000,000 to 183,000,000
and increase the number of
authorized shares of common
stock from 90,000,000 to
180,000,000
3. Approve proposal to Issuer Yes For For
ratify the appointment of
Ernst & Young LLP as
independent auditors for the
year ending December 31,
2008
The Pantry PTRY 698657103 3/27/08 1. Elect 10 directors: Issuer Yes For For
1. Peter J. Sodini,
2. Robert F. Bernstock,
3. Paul L. Brunswick,
4. Wilfred A. Finnegan,
5. Edwin J. Holman,
6. Terry L. McElroy,
7. Mark D. Miles,
8. Bryan E. Monkhouse,
9. Thomas M. Murnam and
10. Maria C. Richter
2. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as
independent public
accountants for the company
and its subsidiaries for the
fiscal year ending September
25, 2008
Patriot Coal Corporation PCX 70336T104 5/12/08 1. Elect two directors: Issuer Yes For For
J. Joe Adorjan and
Michael M. Scharf
2. Ratify the appointment of Issuer Yes For For
Ernst & Young LLP as the
Company's independent
registered public accounting
firm for the fiscal year
ending December 31, 2008
Priceline.com Incorporated PCLN 741503403 6/4/08 1. Elect eight directors: Issuer Yes For For
1. Jeffery H. Boyd,
2. Ralph M. Bahna,
3. Howard W. Barker, Jr.,
4. Jan L. Docter,
5. Jeffrey E. Epstein,
6. James M. Guyette,
7. Nancy B. Peretsman and
8. Craig W. Rydin
2. Approve amendments to the Issuer Yes Against Against
company's 1999 Omnibus Plan
3. Ratify the selection of Issuer Yes For For
Deloitte & Touche LLP as
independent auditors of the
company for fiscal year
ending December 31, 2008
Approve stockholder proposal Security Yes Against For
concerning special Holder
stockholder meetings
SOTHEBY'S BID 835898107 5/6/08 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. Ratify the appointment of Issuer Yes For For
Deloitte & Touche LLP as
independent auditors for
2008
Tupperware Brands
Corporation TUP 899896104 5/14/08 1. Elect four directors: Issuer Yes For For
A. Catherine A. Bertini,
B. Clifford J. Grum,
C. Angel R. Martinez and
D. Robert M. Murray
2. Ratify the appointment of Issuer Yes For For
PricewaterhouseCoopers LLP
as the independent
registered accounting firm
3. Approve proposal to amend Issuer Yes For For
the Company's Restated
Certificate of Incorporation
to provide for the annual
election of directors
Urban Outfitters, Inc. URBN 917047102 5/20/08 1. Elect six directors: Issuer Yes For For
1. Richard A. Hayne,
2. Scott A. Belair,
3. Harry S. Cherken, Jr.,
4. Joel S. Lawson III,
5. Robert H. Strouse and
6. Glen T. Senk
2. Approve the Urban Issuer Yes For For
Outfitters 2008 Stock
Incentive Plan
3. Approve shareholder Security Yes Against For
proposal relating to Holder
implementing a workplace
code of conduct that extends
to suppliers and vendors
Yamana Gold Inc. AUY 98462Y100 5/14/08 A. Approve increase in the Issuer Yes For For
maximum numbers of directors
from 10 to 15
B. Elect 11 directors: Issuer Yes For For
1. Peter Marrone,
2. Victor H. Bradley,
3. Patrick J. Mars,
4. Juvenal Mesquita Filho,
5. Antenor F. Silva, Jr.,
6. Nigel Lees,
7. Dino Titaro,
8. John Begeman,
9. Robert Horn,
10. Richard Graff and
11. Carl Renzoni
C. Approve appointment of Issuer Yes For For
Deloitte & Touche LLP as
auditors
D Approve adoption of Issuer Yes Against Against
Restricted Share Unit Plan
E. Approve confirmation of Issuer Yes For For
the New General By-Law
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 8/22/08
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* Print the name and title of each signing officer under his or her signature.