UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORED OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-4244
SOUND SHORE FUND, INC.
Two Portland Square
Portland, Maine 04101
(207) 879-1900
T. Gibbs Kane, Jr., President
8 Sound Shore Drive
Greenwich, Connecticut 06830
203-629-1980
Date of fiscal year end: December 31, 2007
Date of reporting period: July 1, 2006 - June 30, 2007
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2006 THROUGH JUNE 30, 2007
Meeting
Security Ticker CUSIP Date # of Shares Proposal Description
- -------- ------ --------- -------- ----------- -----------------------------------------------------------
AES Corporation AES 00130H105 06/25/07 3,928,700 1.Election of Directors
AES Corporation AES 00130H105 06/25/07 3,928,700 2.Ratify Appointment of Deloitte & Touche as
Independent Auditors
Aetna Inc. AET 00817Y108 04/27/07 1,412,200 1.Election of Directors
Aetna Inc. AET 00817Y108 04/27/07 1,412,200 2.Ratification of KPMG as Company's Independent
Auditor
Aetna Inc. AET 00817Y108 04/27/07 1,412,200 3.Approve an Amendment to Aetna's Article of
Incorporation Providing for Majority Voting in
Uncontested Elections of Directors
Aetna Inc. AET 00817Y108 04/27/07 1,412,200 4.Proposal Regarding Cumulative Voting
Aetna Inc. AET 00817Y108 04/27/07 1,412,200 5.Proposal Regarding Retiree on Board of Directors
Aon Corporation AOC 037389103 05/18/07 1,941,600 1.Election of Directors
Aon Corporation AOC 037389103 05/18/07 1,941,600 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
Apache Corporation APA 037411105 05/02/07 861,700 1-4.Election of Directors
Apache Corporation APA 037411105 05/02/07 861,700 5.Approval of the 2007 Omnibus Equity Compensation
Plan
Apache Corporation APA 037411105 05/02/07 861,700 6.Reimbursement of Proxy Expenses
Bank of America BAC 060505104 04/25/07 1,670,400 1.Election of Directors
Bank of America BAC 060505104 04/25/07 1,670,400 2.Ratify Appointment of PriceWaterhousecoopers as
Independent Auditor
Bank of America BAC 060505104 04/25/07 1,670,400 3.Proposal Regarding Stock Options
Bank of America BAC 060505104 04/25/07 1,670,400 4.Proposal Regarding the Number of Directors
Bank of America BAC 060505104 04/25/07 1,670,400 5.Proposal Regarding an Independent Board Chairman
Barr Pharmaceuticals BRL 068306109 05/17/07 1,458,600 1.Election of Directors
Barr Pharmaceuticals BRL 068306109 05/17/07 1,458,600 2.Ratify Deloitte & Touche as Independent Auditors
Barr Pharmaceuticals BRL 068306109 05/17/07 1,458,600 3.Approve the Company's 2007 Stock and Incentive
Award Plan
Barr Pharmaceuticals BRL 068306109 05/17/07 1,458,600 4.Approve the Company's 2007 Executive Officer
Incentive Plan
Barrick Gold Corporation ABX 067901108 05/02/07 415,200 1.Election of Directors
Barrick Gold Corporation ABX 067901108 05/02/07 415,200 2.Ratify Appointment of PriceWaterhousecoopers as
Independent Auditor
Barrick Gold Corporation ABX 067901108 05/02/07 415,200 3.Approval the Amendment of the Stock Option Plan
(2004) of Barrick
Baxter International BAX 071813109 05/01/07 1,192,800 1.Election of Directors
Baxter International BAX 071813109 05/01/07 1,192,800 2.Ratify Appointment of PriceWaterhousecoopers as
Independent Auditor
Baxter International BAX 071813109 05/01/07 1,192,800 3.Approve the 2007 Incentive Plan
Berkshire Hathaway "A" BRKA 084670108 05/05/07 925 1.Election of Directors
Berkshire Hathaway "A" BRKA 084670108 05/05/07 925 2.Proposal With Respect to Investments in Foreign
Corporations
Boston Scientific BSX 101137107 05/08/07 4,015,300 1.Election of Directors
Boston Scientific BSX 101137107 05/08/07 4,015,300 2.Approve Amendments to the Certificate of
Incorporation and Bylaws to Declassify the Board of
Directorsl
Boston Scientific BSX 101137107 05/08/07 4,015,300 3.Approve Amendments to the Certificate of
Incorporation and Bylaws to Increase the Maximum
Size of the Board of Directors from 15 to 20
Boston Scientific BSX 101137107 05/08/07 4,015,300 4.Approve a Stock Option Exchange Program for
Company Employees
Boston Scientific BSX 101137107 05/08/07 4,015,300 5.Proposal to Require Executive Stock Retention
Guidelines
Boston Scientific BSX 101137107 05/08/07 4,015,300 6.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
Boston Scientific BSX 101137107 05/08/07 4,015,300 7.Transact Such Other Business as May Properly Come
Before the Meeting
Chubb Corporation CB 171232101 04/24/07 1,692,400 1.Election of Directors
Chubb Corporation CB 171232101 04/24/07 1,692,400 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
Chubb Corporation CB 171232101 04/24/07 1,692,400 3.Amdendment to Company's Restated Certificate of
Incorporation to Provide for Majority Voting
Chubb Corporation CB 171232101 04/24/07 1,692,400 4.Proposal Regarding Political Contributions
CIGNA Corporation CI 125509109 04/25/07 498,200 1.Election of Directors
CIGNA Corporation CI 125509109 04/25/07 498,200 2.Ratify Appointment of PriceWaterhousecoopers as
Independent Auditor
CIGNA Corporation CI 125509109 04/25/07 498,200 3.Approve the Amendmended and Restated CIGNA
Executive Incentive Plan
ConocoPhillips COP 20825C104 05/09/07 1,009,400 1a-1f.Election of Directors
ConocoPhillips COP 20825C104 05/09/07 1,009,400 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
ConocoPhillips COP 20825C104 05/09/07 1,009,400 3.Corporate Political Contributions
ConocoPhillips COP 20825C104 05/09/07 1,009,400 4.Global Warming - Renewables
ConocoPhillips COP 20825C104 05/09/07 1,009,400 5.Qualifications for Director Nominees
ConocoPhillips COP 20825C104 05/09/07 1,009,400 6.Drilling in Sensitive/Protected Areas
ConocoPhillips COP 20825C104 05/09/07 1,009,400 7.Report on Recognition of Indigenous Rights
ConocoPhillips COP 20825C104 05/09/07 1,009,400 8.Community Accountability
El Paso Corporation EP 28336L109 05/24/07 4,286,800 1.Election of Directors
El Paso Corporation EP 28336L109 05/24/07 4,286,800 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
El Paso Corporation EP 28336L109 05/24/07 4,286,800 3.Amendment to By-laws for Special Shareholder
Meetings
El Paso Corporation EP 28336L109 05/24/07 4,286,800 4.Amendment to By-laws on Policy-Abandoning
Decisions
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 10.Approve an Amendment to the Company's 2001
Equity Incentive Plan to Increase the Number of
Shares Reserved for Issuance by 5,000,000 Ordinary
Shares
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 1a)- 2d) Re-Election of Directors
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 3.Re-Appointment of Deloitte & Touch as Independent
Auditors
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 4.Approve Authorization for the Directors of the
Company to Allot and Issue Ordinary Shares
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 5.Approve Authorization for the Company to Provide
Director Cash Compensation and Additional Cash
Compensation for the Chairman of the Audit
Committee and for Committee Participation
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 6.Approve Company's Amended and Restated Articles
of Association
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 7.Approve the Renewal of the Share Purchase Mandate
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 8.Approve an Amendment to the Company's 2001
Equity Incentive Plan to Eliminate the Two Million
Share Sub-Limit on Issued Ordinary Shares
Flextronics International FLEX Y2573F102 10/04/06 4,258,800 9.Approve an Amendment to the Company's 2001
Equity Incentive Plan Providing that the Automatic
Option Grant to Non-Employee Directors of 12,500
Options Following Each Annual General Meeting will
not be Pro-Rated Based on the Service of the Director
During the Prior 12 Months
Freescale Semiconductor FSL 35687M107 11/13/06 1,598,800 1.To Consider and Vote On a Proposal to Adopt the
Agreement and Plan of Merger, Dated as of
September 15, 2006, By and Among Freescale
Semiconductor, Inc., Firestone Holdings LLC, a
Delaware Limited Liability Company, and Firestone
Acquisition Corporation.
Freescale Semiconductor FSL 35687M107 11/13/06 1,598,800 2.To Approve the Adjournment of the Special Meeting,
if Necessary or Appopriate, to Solicit Additional
Proxies if There Are Insufficient Votes at the Time of
the Special Meeting to Adopt the Merger Agreement.
General Electric GE 369604103 04/25/07 2,702,500 1.Cumulative Voting
General Electric GE 369604103 04/25/07 2,702,500 2.Curb Over-Extended Directors
General Electric GE 369604103 04/25/07 2,702,500 3.One Director From the Rank of Retirees
General Electric GE 369604103 04/25/07 2,702,500 4.Independent Board Chairman
General Electric GE 369604103 04/25/07 2,702,500 5.Eliminate Dividend Equivalents
General Electric GE 369604103 04/25/07 2,702,500 6.Report on Charitable Contributions
General Electric GE 369604103 04/25/07 2,702,500 7.Global Warming Report
General Electric GE 369604103 04/25/07 2,702,500 8.Ethical Criteria for Military Contracts
General Electric GE 369604103 04/25/07 2,702,500 9.Report on Pay Differential
General Electric GE 369604103 04/25/07 2,702,500 A.Election of Directors
General Electric GE 369604103 04/25/07 2,702,500 B.Ratification of KPMG
General Electric GE 369604103 04/25/07 2,702,500 C.Adoption of Majority Voting for Directors
General Electric GE 369604103 04/25/07 2,702,500 D.Approval of 2007 Long Term Incentive Plan
General Electric GE 369604103 04/25/07 2,702,500 E.Approval of Material Terms of Senior Officer
Performance Goals
Genworth Financial GNW 37247D106 05/15/07 2,206,300 1.Election of Directors
Voted
Type of Date with / against
Security Proposal Proposed by Voted How Voted Management
- -------- ----------- ----------- -------- --------- --------------
AES Corporation Routine Management 06/13/07 FOR WITH
AES Corporation Routine Management 06/13/07 FOR WITH
Aetna Inc. Routine Management 04/12/07 FOR WITH
Aetna Inc. Routine Management 04/12/07 FOR WITH
Aetna Inc. Non-Routine Management 04/12/07 FOR WITH
Aetna Inc. Non-Routine Shareholder 04/12/07 AGAINST WITH
Aetna Inc. Non-Routine Shareholder 04/12/07 AGAINST WITH
Aon Corporation Routine Management 05/08/07 FOR WITH
Aon Corporation Routine Management 05/08/07 FOR WITH
Apache Corporation Routine Management 04/20/07 FOR WITH
Apache Corporation Non-Routine Management 04/20/07 FOR WITH
Apache Corporation Non-Routine Shareholder 04/20/07 AGAINST WITH
Bank of America Routine Management 04/13/07 FOR WITH
Bank of America Routine Management 04/13/07 FOR WITH
Bank of America Non-Routine Shareholder 04/13/07 AGAINST WITH
Bank of America Non-Routine Shareholder 04/13/07 AGAINST WITH
Bank of America Non-Routine Shareholder 04/13/07 AGAINST WITH
Barr Pharmaceuticals Routine Management 05/10/07 FOR WITH
Barr Pharmaceuticals Routine Management 05/10/07 FOR WITH
Barr Pharmaceuticals Non-Routine Management 05/10/07 FOR WITH
Barr Pharmaceuticals Non-Routine Management 05/10/07 FOR WITH
Barrick Gold Corporation Routine Management 04/18/07 FOR WITH
Barrick Gold Corporation Routine Management 04/18/07 FOR WITH
Barrick Gold Corporation Non-Routine Management 04/18/07 FOR WITH
Baxter International Routine Management 04/18/07 FOR WITH
Baxter International Routine Management 04/18/07 FOR WITH
Baxter International Non-Routine Management 04/18/07 FOR WITH
Berkshire Hathaway "A" Routine Management 04/24/07 FOR WITH
Berkshire Hathaway "A" Non-Routine Shareholder 04/24/07 AGAINST WITH
Boston Scientific Routine Management 05/02/07 FOR WITH
Boston Scientific Non-Routine Management 05/02/07 FOR WITH
Boston Scientific Non-Routine Management 05/02/07 FOR WITH
Boston Scientific Non-Routine Management 05/02/07 FOR WITH
Boston Scientific Non-Routine Shareholder 05/02/07 AGAINST WITH
Boston Scientific Routine Management 05/02/07 FOR WITH
Boston Scientific Non-Routine Management 05/02/07 AGAINST AGAINST
Chubb Corporation Routine Management 04/10/07 FOR WITH
Chubb Corporation Routine Management 04/10/07 FOR WITH
Chubb Corporation Non-Routine Management 04/10/07 FOR WITH
Chubb Corporation Non-Routine Shareholder 04/10/07 AGAINST WITH
CIGNA Corporation Routine Management 04/16/07 FOR WITH
CIGNA Corporation Routine Management 04/16/07 FOR WITH
CIGNA Corporation Non-Routine Management 04/16/07 FOR WITH
ConocoPhillips Routine Management 04/24/07 FOR WITH
ConocoPhillips Routine Management 04/24/07 FOR WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
ConocoPhillips Non-Routine Shareholder 04/24/07 AGAINST WITH
El Paso Corporation Routine Management 05/15/07 FOR WITH
El Paso Corporation Routine Management 05/15/07 FOR WITH
El Paso Corporation Non-Routine Shareholder 05/15/07 FOR AGAINST
El Paso Corporation Non-Routine Shareholder 05/15/07 AGAINST WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Routine Issuer 09/29/06 FOR WITH
Flextronics International Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Flextronics International Non-Routine Issuer 09/29/06 FOR WITH
Freescale Semiconductor Non-Routine Issuer 11/10/06 FOR WITH
Freescale Semiconductor Non-Routine Issuer 11/10/06 FOR WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Non-Routine Shareholder 04/05/07 AGAINST WITH
General Electric Routine Management 04/05/07 FOR WITH
General Electric Routine Management 04/05/07 FOR WITH
General Electric Non-Routine Management 04/05/07 FOR WITH
General Electric Non-Routine Management 04/05/07 FOR WITH
General Electric Non-Routine Management 04/05/07 FOR WITH
Genworth Financial Routine Management 05/01/07 FOR WITH
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2006 THROUGH JUNE 30, 2007
Meeting
Security Ticker CUSIP Date # of Shares Proposal Description
- -------- ------ --------- -------- ----------- ---------------------------------------------------
Genworth Financial GNW 37247D106 05/15/07 2,206,300 2.Ratification of KPMG as Company's
Independent Auditor
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 1.Election of Directors
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 2.Ratify Appointment of Ernst & Young as
Independent Registered Public Accounting Firm
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 3.Proposal Entitled Stockholder Nominees for
Election to the HP Board
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 4.Proposal Entitled Separate the Roles of CEO and
Chairman
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 5.Proposal Entitled Subject Any Future Poison Pill
to Shareholder Vote
Hewlett-Packard Company HPQ 428236103 03/14/07 1,431,900 6.Proposal Entitled Link Pay to Performance
Honda Motor Company HMC 438128308 06/22/07 1,804,500 1.Distribution of Dividends
Honda Motor Company HMC 438128308 06/22/07 1,804,500 2.Partial Amendments to the Articles of
Incorporation
Honda Motor Company HMC 438128308 06/22/07 1,804,500 3.Election of Directors
Honda Motor Company HMC 438128308 06/22/07 1,804,500 4.1 & 2 Election of Corporate Auditors
Honda Motor Company HMC 438128308 06/22/07 1,804,500 5.Payment of Bonus to Directors and Corporate
Auditors for the 83rd Fiscal Year
Honda Motor Company HMC 438128308 06/22/07 1,804,500 6.Presentation of Retirement Allowance to
Retiring Directors and Corporate Auditor for
Their Respective Services.
Interpublic Group of Cos. IPG 460690100 05/24/07 7,127,700 1.Election of Directors
Interpublic Group of Cos. IPG 460690100 05/24/07 7,127,700 2.Ratify Appointment of PriceWaterhousecoopers
as Independent Auditor
Interpublic Group of Cos. IPG 460690100 05/24/07 7,127,700 3.Separate the Roles of CEO and Chairman
Interpublic Group of Cos. IPG 460690100 05/24/07 7,127,700 4.Special Shareholder Meetings
Kinetic Concepts KCI 49460W208 05/22/07 845,900 1.Election of Directors
Kinetic Concepts KCI 49460W208 05/22/07 845,900 2.Ratify Appointment of Ernst & Young as
Independent Registered Public Accounting Firm
Liberty Media Corporation LCAPA 53071M302 05/01/07 740,400 1.Approve the 2007 Incentive Plan
Liberty Media Corporation LCAPA 53071M302 05/01/07 740,400 2.Election of Directors
Liberty Media Corporation LCAPA 53071M302 05/01/07 740,400 3.Ratification of KPMG as Independent Auditors
Lyondell Chemical Company LYO 552078107 05/03/07 1,857,800 1.Election of Directors
Lyondell Chemical Company LYO 552078107 05/03/07 1,857,800 2.Ratify Appointment of PriceWaterhousecoopers
as Independent Auditor
Lyondell Chemical Company LYO 552078107 05/03/07 1,857,800 3.Proposal Regarding a Political Contribution
Report
Marsh & McLennan Cos. MMC 571748102 05/17/07 2,507,500 1.Election of Directors
Marsh & McLennan Cos. MMC 571748102 05/17/07 2,507,500 2.Re-Appoint Deloitte & Touche as Independent
Auditors
Marsh & McLennan Cos. MMC 571748102 05/17/07 2,507,500 3.Amendment to Stock Purchase Plan for
International Employees
Marsh & McLennan Cos. MMC 571748102 05/17/07 2,507,500 4.Proposal Regarding Political Contributions
Morgan Stanley MS 617446448 04/10/07 526,800 1.Election of Directors
Morgan Stanley MS 617446448 04/10/07 526,800 2.Re-Appoint Deloitte & Touche as Independent
Auditors
Morgan Stanley MS 617446448 04/10/07 526,800 3.Approve the 2007 Equity Incentive
Compensation Plan
Morgan Stanley MS 617446448 04/10/07 526,800 4.Shareholder Proposal Regarding Simple Majority
Vote
Morgan Stanley MS 617446448 04/10/07 526,800 5.Shareholder Proposal Regarding Executive
Compensation Advisory Vote
Motorola Inc MOT 620076109 05/07/07 2,711,000 Electionof All Others
Motorola Inc MOT 620076109 05/07/07 2,711,000 1.Election of Carl Icahn - Gold Proxy
Motorola Inc MOT 620076109 05/07/07 2,711,000 2.Proposal to Amend the Motorola Employee
Stock Purchase Plan of 1999
Motorola Inc MOT 620076109 05/07/07 2,711,000 3.Shareholder Vote on Executive Pay
Motorola Inc MOT 620076109 05/07/07 2,711,000 4.Recoup Unearned Management Bonuses
Pfizer Inc PFE 717081103 04/26/07 3,428,700 1.Election of Directors
Pfizer Inc PFE 717081103 04/26/07 3,428,700 2.Ratification of KPMG
Pfizer Inc PFE 717081103 04/26/07 3,428,700 3.Proposal Relating to Cumulative Voting
Pfizer Inc PFE 717081103 04/26/07 3,428,700 4.Proposal Requesting a Report on the Rationale
for Exporting Animal Experimentation
Pfizer Inc PFE 717081103 04/26/07 3,428,700 5.Proposal Requesting a Report on the Feasibility
of Amending Pfizer's Corporate Policy on
Laboratory Animal Care and Use
Pfizer Inc PFE 717081103 04/26/07 3,428,700 6.Proposal Relating to Qualifications for Director
Nominees
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 1.Adoption of Annual Report and Accounts
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 10.Remuneration of Auditors
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 11.Authority to Allot Shares
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 12.Disapplicaion of Pre-emption Rights
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 13.Authority of Purchase Own Shares
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 14.Authority for Certain Donations and Expenditure
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 2.Approval of Remuneration Report
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 3.Election of Rijkan Groenink as a Director of the
Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 4.Re-election of Malcolm Brinded as a Director of
the Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 5.Re-election of Linda Cook as a Director of the
Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 6.Re-election of Maarten van den Bergh as a
Director of the Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 7.Re-election of Nina Henderson as a Director of
the Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 8.Re-election of Christine Morin-Postel as a
Director of the Company
Royal Dutch Shell PLC ADR RDSA 780259206 05/15/07 1,071,400 9.Re-appointment of Auditors
Southwest Airlines Co. LUV 844741108 05/16/07 5,881,100 1.Election of Directors
Southwest Airlines Co. LUV 844741108 05/16/07 5,881,100 2.Amendment to the Company's Articles of
Incorporation to Eliminate Super-Majority
Voting Requirements
Southwest Airlines Co. LUV 844741108 05/16/07 5,881,100 3.Approve the Company's 2007 Equity Incentive
Plan
Southwest Airlines Co. LUV 844741108 05/16/07 5,881,100 4.Ratify Appointment of Ernst & Young as
Independent Registered Public Accounting Firm
Southwest Airlines Co. LUV 844741108 05/16/07 5,881,100 5.Shareholder proposal to Adopt a Simple Majority
Vote
Sprint Nextel Corporation S 852061100 05/08/07 3,007,200 1.Election of Directors
Sprint Nextel Corporation S 852061100 05/08/07 3,007,200 2.Ratification of KPMG as Independent Auditors
Sprint Nextel Corporation S 852061100 05/08/07 3,007,200 3.Approval of the 2007 Omnibus Incentive Plan
Sprint Nextel Corporation S 852061100 05/08/07 3,007,200 4.Proposal Concerning Advisory Vote on
Compensation of Named Executive Officers
Symantec Corporation SYMC 871503108 09/13/06 4,879,600 1.Election of Directors
Symantec Corporation SYMC 871503108 09/13/06 4,879,600 2.Approve the Amendment and Restatement of the
2004 Equity Incentive Plan
Symantec Corporation SYMC 871503108 09/13/06 4,879,600 3.Ratify the Selection of KPMG LLP as
Independent Auditors
Texas Instruments TXN 882508104 04/19/07 1,682,900 1.Election of Directors
Texas Instruments TXN 882508104 04/19/07 1,682,900 2.Ratify Appointment of Ernst & Young as
Independent Registered Public Accounting Firm
The Mosiac Company MOS 61945A107 10/04/06 2,895,900 1.Election of Directors
The Mosiac Company MOS 61945A107 10/04/06 2,895,900 2.Amendment to the Company's 2004 Omnibus
Stock and Incentive Plan
The Mosiac Company MOS 61945A107 10/04/06 2,895,900 3.Ratify the Selection of KPMG LLP as
Independent Auditors
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 1.Election of Directors
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 2.Ratify Appointment of Ernst & Young as
Independent Registered Public Accounting Firm
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 3.Amend the Company's Restated Certificate of
Incorporation to Eliminate Certain Super-
Majority Vote Requirements
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 4.Advisory Resolution to Ratify Compensation of
Named Executive Officers
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 5.Separation of Roles of Chariman and CEO
Voted
Type of Date with / against
Security Proposal Proposed by Voted How Voted Management
- -------- ----------- ----------- -------- --------- --------------
Genworth Financial Routine Management 05/01/07 FOR WITH
Hewlett-Packard Company Routine Management 03/12/07 FOR WITH
Hewlett-Packard Company Routine Management 03/12/07 FOR WITH
Hewlett-Packard Company Non-Routine Shareholder 03/12/07 FOR AGAINST
Hewlett-Packard Company Non-Routine Shareholder 03/12/07 AGAINST WITH
Hewlett-Packard Company Non-Routine Shareholder 03/12/07 FOR AGAINST
Hewlett-Packard Company Non-Routine Shareholder 03/12/07 AGAINST WITH
Honda Motor Company Non-Routine Management 06/13/07 FOR WITH
Honda Motor Company Non-Routine Management 06/13/07 FOR WITH
Honda Motor Company Routine Management 06/13/07 FOR WITH
Honda Motor Company Routine Management 06/13/07 AGAINST AGAINST
Honda Motor Company Non-Routine Management 06/13/07 FOR WITH
Honda Motor Company Non-Routine Management 06/13/07 AGAINST AGAINST
Interpublic Group of Cos. Routine Management 05/23/07 FOR WITH
Interpublic Group of Cos. Routine Management 05/23/07 FOR WITH
Interpublic Group of Cos. Non-Routine Shareholder 05/23/07 AGAINST WITH
Interpublic Group of Cos. Non-Routine Shareholder 05/23/07 AGAINST WITH
Kinetic Concepts Routine Management 05/11/07 FOR WITH
Kinetic Concepts Routine Management 05/11/07 FOR WITH
Liberty Media Corporation Non-Routine Management 04/24/07 FOR WITH
Liberty Media Corporation Routine Management 04/24/07 FOR WITH
Liberty Media Corporation Routine Management 04/24/07 FOR WITH
Lyondell Chemical Company Routine Management 04/18/07 FOR WITH
Lyondell Chemical Company Routine Management 04/18/07 FOR WITH
Lyondell Chemical Company Non-Routine Shareholder 04/18/07 AGAINST WITH
Marsh & McLennan Cos. Routine Management 05/11/07 FOR WITH
Marsh & McLennan Cos. Routine Management 05/11/07 FOR WITH
Marsh & McLennan Cos. Non-Routine Management 05/11/07 FOR WITH
Marsh & McLennan Cos. Non-Routine Shareholder 05/11/07 AGAINST WITH
Morgan Stanley Routine Management 04/03/07 FOR WITH
Morgan Stanley Routine Management 04/03/07 FOR WITH
Morgan Stanley Non-Routine Management 04/03/07 FOR WITH
Morgan Stanley Non-Routine Shareholder 04/03/07 FOR AGAINST
Morgan Stanley Non-Routine Shareholder 04/03/07 AGAINST WITH
Motorola Inc Routine Management 05/03/07 FOR WITH
Motorola Inc Non-Routine Shareholder 05/03/07 FOR AGAINST
Motorola Inc Non-Routine Management 05/03/07 FOR WITH
Motorola Inc Non-Routine Shareholder 05/03/07 AGAINST WITH
Motorola Inc Non-Routine Shareholder 05/03/07 AGAINST WITH
Pfizer Inc Routine Management 04/13/07 FOR WITH
Pfizer Inc Routine Management 04/13/07 FOR WITH
Pfizer Inc Non-Routine Shareholder 04/13/07 AGAINST WITH
Pfizer Inc Non-Routine Shareholder 04/13/07 AGAINST WITH
Pfizer Inc Non-Routine Shareholder 04/13/07 AGAINST WITH
Pfizer Inc Non-Routine Shareholder 04/13/07 AGAINST WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Non-Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Royal Dutch Shell PLC ADR Routine Management 05/02/07 FOR WITH
Southwest Airlines Co. Routine Management 05/10/07 FOR WITH
Southwest Airlines Co. Non-Routine Management 05/10/07 FOR WITH
Southwest Airlines Co. Non-Routine Management 05/10/07 FOR WITH
Southwest Airlines Co. Routine Management 05/10/07 FOR WITH
Southwest Airlines Co. Non-Routine Shareholder 05/10/07 AGAINST WITH
Sprint Nextel Corporation Routine Management 05/01/07 FOR WITH
Sprint Nextel Corporation Routine Management 05/01/07 FOR WITH
Sprint Nextel Corporation Non-Routine Management 05/01/07 FOR WITH
Sprint Nextel Corporation Non-Routine Shareholder 05/01/07 AGAINST WITH
Symantec Corporation Routine Issuer 09/08/06 FOR WITH
Symantec Corporation Non-Routine Issuer 09/08/06 FOR WITH
Symantec Corporation Routine Issuer 09/08/06 FOR WITH
Texas Instruments Routine Management 04/12/07 FOR WITH
Texas Instruments Routine Management 04/12/07 FOR WITH
The Mosiac Company Routine Issuer 09/22/06 FOR WITH
The Mosiac Company Non-Routine Issuer 09/22/06 FOR WITH
The Mosiac Company Routine Issuer 09/22/06 FOR WITH
TimeWarner Inc. Routine Management 05/10/07 FOR WITH
TimeWarner Inc. Routine Management 05/10/07 FOR WITH
TimeWarner Inc. Non-Routine Management 05/10/07 FOR WITH
TimeWarner Inc. Non-Routine Shareholder 05/10/07 AGAINST WITH
TimeWarner Inc. Non-Routine Shareholder 05/10/07 AGAINST WITH
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2006 THROUGH JUNE 30, 2007
Meeting
Security Ticker CUSIP Date # of Shares Proposal Description
- -------- ------ --------- -------- ----------- --------------------------------------------------------------
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 6.Simple majority Vote
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 7.Special Shareholder Meeting
TimeWarner Inc. TWX 887317105 05/18/07 4,813,800 8.Stockholder Ratification of Director Compensation When
a Stockholder Rights Plan Has Been Adopted
U.S. Bancorp USB 902973304 04/17/07 2,398,500 1.Election of Directors
U.S. Bancorp USB 902973304 04/17/07 2,398,500 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
U.S. Bancorp USB 902973304 04/17/07 2,398,500 3.Proposal to Approve the Company's 2007 Stock Incentive
Plan
U.S. Bancorp USB 902973304 04/17/07 2,398,500 4.Proposal to Approve an Amendment to the Restated
Certificate of Incorporation to Provide for the Annual
Election of All Directors.
U.S. Bancorp USB 902973304 04/17/07 2,398,500 5.Shareholder Proposal Urging Board of Directors to
Establish a Policy that the Shareholders Be Given An
Opportunity to Annually Ratify the Compensation Paid to
the Executive Officers.
U.S. Bancorp USB 902973304 04/17/07 2,398,500 6.Shareholder Proposal Urging Board of Directors to
Establish a Policy Limiting the Benefits Provided Under
the Supplemental Executive Retirement Plan.
Unilever N.V. UN 904784709 05/15/07 3,582,400 10.Alteration to the Articles of Association
Unilever N.V. UN 904784709 05/15/07 3,582,400 11.Appointment of Auditors Charged with the Auditing of the
Annual Accounts for the 2007 Financial Year
Unilever N.V. UN 904784709 05/15/07 3,582,400 12.Designation of the Board of Directors as the Company
Body Authorized in Respect of the Issue of Shares in the
Company
Unilever N.V. UN 904784709 05/15/07 3,582,400 13.Authorization of the Board of Directors to Purchase Shares
in the Company and Depositary Receipts Therefor
Unilever N.V. UN 904784709 05/15/07 3,582,400 2.Adoption of the Annual Accounts and Appropriation of
the Profit for the 2006 Financial Year
Unilever N.V. UN 904784709 05/15/07 3,582,400 4.Discharge of the Executive Directors
Unilever N.V. UN 904784709 05/15/07 3,582,400 5.Discharge of the Non-Executive Directors
Unilever N.V. UN 904784709 05/15/07 3,582,400 6.Election of Directors
Unilever N.V. UN 904784709 05/15/07 3,582,400 8.Remuneration of Executive Directors
Unilever N.V. UN 904784709 05/15/07 3,582,400 9.Remuneration of Non-Executive Directors
Unum Group UNM 91529Y106 05/18/07 2,913,500 1.Election of Directors
Unum Group UNM 91529Y106 05/18/07 2,913,500 2.Approval of the Stock Incentive Plan of 2007
Unum Group UNM 91529Y106 05/18/07 2,913,500 3.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
Walt Disney Company DIS 254687106 03/08/07 2,684,000 1.Election of Directors
Walt Disney Company DIS 254687106 03/08/07 2,684,000 2.Ratify Appointment of PriceWaterhousecoopers as
Independent Auditor
Walt Disney Company DIS 254687106 03/08/07 2,684,000 3.Approve the Amendments to the Amended and Restated
2005 Stock Incentive Plan
Walt Disney Company DIS 254687106 03/08/07 2,684,000 4.Approve the Terms of the Amended and Restated 2002
Executive Performance Plan
Walt Disney Company DIS 254687106 03/08/07 2,684,000 5.Approve Shareholder Proposal Relating to Greenmail
Walt Disney Company DIS 254687106 03/08/07 2,684,000 6.Approve Shareholder Proposal to Amend the Bylaws
Relating to Stockholder Rights Plans
Washington Post WPO 939640108 05/10/07 96,575 1.Election of Directors
Washington Post WPO 939640108 05/10/07 96,575 2.Transact Such Other Business as May Properly Come
Before Meeting
Waste Management WMI 94106L109 05/04/07 2,162,300 1.Election of Directors
Waste Management WMI 94106L109 05/04/07 2,162,300 2.Ratify Appointment of Ernst & Young as Independent
Registered Public Accounting Firm
Voted
Type of Date with / against
Security Proposal Proposed by Voted How Voted Management
-------- ----------- ----------- -------- --------- --------------
TimeWarner Inc. Non-Routine Shareholder 05/10/07 FOR AGAINST
TimeWarner Inc. Non-Routine Shareholder 05/10/07 FOR AGAINST
TimeWarner Inc. Non-Routine Shareholder 05/10/07 AGAINST WITH
U.S. Bancorp Routine Management 04/03/07 FOR WITH
U.S. Bancorp Routine Management 04/03/07 FOR WITH
U.S. Bancorp Non-Routine Management 04/03/07 FOR WITH
U.S. Bancorp Non-Routine Management 04/03/07 FOR WITH
U.S. Bancorp Non-Routine Shareholder 04/03/07 AGAINST WITH
U.S. Bancorp Non-Routine Shareholder 04/03/07 AGAINST WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unilever N.V. Non-Routine Management 04/26/07 FOR WITH
Unum Group Routine Management 05/10/07 FOR WITH
Unum Group Non-Routine Management 05/10/07 FOR WITH
Unum Group Routine Management 05/10/07 FOR WITH
Walt Disney Company Routine Management 02/28/07 FOR WITH
Walt Disney Company Routine Management 02/28/07 FOR WITH
Walt Disney Company Non-Routine Management 02/28/07 FOR WITH
Walt Disney Company Non-Routine Management 02/28/07 FOR WITH
Walt Disney Company Non-Routine Shareholder 02/28/07 AGAINST WITH
Walt Disney Company Non-Routine Shareholder 02/28/07 FOR AGAINST
Washington Post Routine Management 04/26/07 FOR WITH
Washington Post Routine Management 04/26/07 AGAINST AGAINST
Waste Management Routine Management 04/05/07 FOR WITH
Waste Management Routine Management 04/05/07 FOR WITH
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.
SOUND SHORE FUND, INC.
By: /s/ T. Gibbs Kane, Jr.
-----------------------------
T. Gibbs Kane, Jr., President
Date: 8/30/07