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
Leslie K. Klenk
Citigroup Fund Services, LLC
Two Portland Square
Portland, Maine 04101
Date of fiscal year end: December 2005
Date of reporting period: July 1, 2004 - June 30, 2005
Sound Shore Fund Proxy Voting from July 1, 2004 through June 30, 2005
Voted
with /
Meeting # of Type of Proposed Date How against
Security Ticker CUSIP Date Shares Proposal Description Proposal by Voted Voted Management
- -------- ------ ----- ---- ------ -------------------- -------- -- ----- ----- ---------
Aetna Inc AET 00817Y108 04/29/05 358,500 1. Election of Directors Routine Issuer 04/21/05 FOR WITH
Aetna Inc AET 00817Y108 04/29/05 358,500 2. Approve Appointment of Routine Issuer 04/21/05 FOR WITH
KPMG LLP as Auditor
Aetna Inc AET 00817Y108 04/29/05 358,500 3. Approval of 2000 Stock Non- Issuer 04/21/05 FOR WITH
Incentive Plan Routine
Performance Criteria
Aetna Inc AET 00817Y108 04/29/05 358,500 4. Approval of 2001 Annual Non- Issuer 04/21/05 FOR WITH
Incentive Plan Routine
Performance Criteria
Aetna Inc AET 00817Y108 04/29/05 358,500 5. Shareholder Proposal on Non- Shareholder 04/21/05 AGAINST WITH
Cumulative Voting Routine
Aetna Inc AET 00817Y108 04/29/05 358,500 6. Shareholder Proposal on Non- Shareholder 04/21/05 AGAINST WITH
Stock Option Expensing Routine
Agilent A 00846U101 03/01/05 1,706,500 1. Election of Directors Routine Issuer 02/23/05 FOR WITH
Technologies
Agilent A 00846U101 03/01/05 1,706,500 2. Appointment of Routine Issuer 02/23/05 FOR WITH
Technologies PricewaterhouseCoopers
LLP as Auditor
Agilent A 00846U101 03/01/05 1,706,500 3. Approval of the Company's Non- Issuer 02/23/05 FOR WITH
Technologies Performance-Based Routine
Compensation Plan for
Covered Employees
Ambac ABK 023139108 05/03/05 703,000 1. Election of Directors Routine Issuer 04/20/05 FOR WITH
Financial
Group
Ambac ABK 023139108 05/03/05 703,000 2. Approve Amendments to the Non- Issuer 04/20/05 FOR WITH
Financial Ambac 1997 Executive Routine
Group Incentive Plan
Ambac ABK 023139108 05/03/05 703,000 3. Approve Appointment of Routine Issuer 04/20/05 FOR WITH
Financial KPMG LLP as Auditor
Group
Baxter BAX 071813109 05/03/05 1,533,500 1. Election of Directors Routine Issuer 04/21/05 FOR WITH
International
Baxter BAX 071813109 05/03/05 1,533,500 2. Appointment of Routine Issuer 04/21/05 FOR WITH
International PricewaterhouseCoopers
LLP as Auditor
Baxter BAX 071813109 05/03/05 1,533,500 3. Proposal Relating to Non- Shareholder 04/21/05 AGAINST WITH
International Cumulative Voting in the Routine
Election of Directors
Baxter BAX 071813109 05/03/05 1,533,500 4. Proposal Relating to Non- Shareholder 04/21/05 AGAINST WITH
International Restrictions on Services Routine
Performed by the
Independent Auditors
Baxter BAX 071813109 05/03/05 1,533,500 5. Proposal Relating to the Non- Shareholder 04/21/05 FOR No Recom-
International Annual Election of Routine mendation
Directors
Berkshire BRKA 084670108 04/30/05 803 1. Election of Directors Routine Issuer 04/18/05 FOR WITH
Hathaway Inc
Berkshire BRKA 084670108 04/30/05 803 2. Amend the Corp.'s Non- Issuer 04/18/05 FOR WITH
Hathaway Inc Restated Certificate of Routine
Inc. Adding Voting Rights
of Class B Common Stock
in Certain Situations
Berkshire BRKA 084670108 04/30/05 803 3. Amend the Corp.'s Non- Issuer 04/18/05 FOR WITH
Hathaway Inc Restated Certificate of Routine
Inc. to Clarify Rights of
Holders of Class B Common
in a Stock Split or Div.
CenturyTel CTL 156700106 05/12/05 1,194,000 1. Election of Directors Routine Issuer 05/06/05 FOR WITH
Incorporated
CenturyTel CTL 156700106 05/12/05 1,194,000 2. Ratify the Selection of Routine Issuer 05/06/05 FOR WITH
Incorporated KPMG LLP as Company's
Independent Auditor for
2005
CenturyTel CTL 156700106 05/12/05 1,194,000 3. Approval of 2005 Non- Issuer 05/06/05 FOR WITH
Incorporated Management Incentive Routine
Compensation Plan
CenturyTel CTL 156700106 05/12/05 1,194,000 4. Approval of the 2005 Non- Issuer 05/06/05 FOR WITH
Incorporated Directors Stock Plan Routine
CenturyTel CTL 156700106 05/12/05 1,194,000 5. Approval of the 2005 Non- Issuer 05/06/05 FOR WITH
Incorporated Executive Officer Short- Routine
Term Incentive Program
Chiron CHIR 170040109 05/25/05 1,468,000 1. Election of Directors Routine Issuer 05/18/05 FOR WITH
Corporation
Chiron CHIR 170040109 05/25/05 1,468,000 2. Ratify the Appointment of Routine Issuer 05/18/05 FOR WITH
Corporation Ernst & Young as Auditor
Chubb CB 171232101 04/26/05 698,500 1. Election of Directors Routine Issuer 04/13/05 FOR WITH
Corporation
Chubb CB 171232101 04/26/05 698,500 2. Ratify the Appointment of Routine Issuer 04/13/05 FOR WITH
Corporation Ernst & Young as Auditor
CIGNA Corp CI 125509109 04/27/05 679,000 1. Election of Directors Routine Issuer 04/13/05 FOR WITH
CIGNA Corp CI 125509109 04/27/05 679,000 2. Appointment of Routine Issuer 04/13/05 FOR WITH
PricewaterhouseCoopers
LLP as Auditor
CIGNA Corp CI 125509109 04/27/05 679,000 3. Approval of CIGNA Non- Issuer 04/13/05 FOR WITH
Long-Term Incentive Plan Routine
Comerica, Inc. CMA 200340107 05/17/05 697,000 1. Election of Directors Routine Issuer 05/13/05 FOR WITH
Comerica, Inc. CMA 200340107 05/17/05 697,000 2. Ratify the Appointment of Routine Issuer 05/13/05 FOR WITH
Ernst & Young as Auditor
Countrywide CFC 222372104 08/17/04 632,000 1. Amend the Company's Special Issuer 08/04/04 FOR WITH
Financial Restated Certificate of
Corporation Incorporation to Increase
the Authorized Common
Stock
CSX CSX 126408103 05/04/05 897,500 1. Election of Directors Routine Issuer 04/26/05 FOR WITH
Corporation
CSX CSX 126408103 05/04/05 897,500 2. Ratify the Appointment of Routine Issuer 04/26/05 FOR WITH
Corporation Ernst & Young as Auditor
CSX CSX 126408103 05/04/05 897,500 3. Proposal Regarding Non- Non- Shareholder 04/26/05 AGAINST WITH
Corporation Deductible Executive Routine
Compensation
CSX CSX 126408103 05/04/05 897,500 4. Proposal Regarding Non- Shareholder 04/26/05 FOR AGAINST
Corporation Majority Vote Routine
Dana Corp DCN 235811106 04/18/05 1,820,000 1. Election of Directors Routine Issuer 04/11/05 FOR WITH
Dana Corp DCN 235811106 04/18/05 1,820,000 2. Appointment of Routine Issuer 04/11/05 FOR WITH
PricewaterhouseCoopers
LLP as Auditor
Devon Energy DVN 25179M103 06/08/05 763,000 1. Election of Directors Routine Issuer 05/24/05 FOR WITH
Corporation
Devon Energy DVN 25179M103 06/08/05 763,000 2. Ratify the Selection of Routine Issuer 05/24/05 FOR WITH
Corporation KPMG LLP as Company's
Independent Auditor for
2005
Devon Energy DVN 25179M103 06/08/05 763,000 3. Adoption of the Company's Non- Issuer 05/24/05 FOR WITH
Corporation 2005 Long-Term Incentive Routine
Plan
Devon Energy DVN 25179M103 06/08/05 763,000 4. Proposal for a Director Non- Shareholder 05/24/05 AGAINST WITH
Corporation Election Vote Standard Routine
DIRECTV DTV 25459L106 06/01/05 3,768,500 1. Election of Directors Routine Issuer 05/24/05 FOR WITH
Group, Inc.
DIRECTV DTV 25459L106 06/01/05 3,768,500 2. Ratify Appointment of Routine Issuer 05/24/05 FOR WITH
Group, Inc. Deloitte & Touche LLP as
Independent Public
Accountants in 2005
El Paso EP 28336L109 11/18/04 4,699,000 1. Elect Board of Directors Routine Issuer 11/17/04 FOR WITH-
Corporation except 1,
2,6,9,12
El Paso EP 28336L109 11/18/04 4,699,000 2. Appoint of Pricewater- Routine Issuer 11/17/04 FOR WITH
Corporation houseCoopers LLP
El Paso EP 28336L109 11/18/04 4,699,000 3. Approval of Proposal Non- Shareholder 11/17/04 FOR AGAINST
Corporation Regarding Expensing Costs Routine
of All Future Stock
Options in the Annual
Income Statement
El Paso EP 28336L109 11/18/04 4,699,000 4. Approval of Proposal Non- Shareholder 11/17/04 AGAINST WITH
Corporation Regarding Commonsense Routine
Executive Compensation
El Paso EP 28336L109 05/26/05 4,378,000 1. Election of Directors Routine Issuer 05/24/05 FOR WITH
Corporation
El Paso EP 28336L109 05/26/05 4,378,000 2. Approval of Company's Non- Issuer 05/24/05 FOR WITH
Corporation 2005 Compensation Plan Routine
for Non-Employee
Directors
El Paso EP 28336L109 05/26/05 4,378,000 3. Approval of Company's Non- Issuer 05/24/05 FOR WITH
Corporation 2005 Omnibus Incentive Routine
Compensation Plan
El Paso EP 28336L109 05/26/05 4,378,000 4. Ratify the Appointment of Routine Issuer 05/24/05 FOR WITH
Corporation PricewaterhouseCoopers as
Auditor
Freddie Mac FRE 313400301 11/04/04 892,500 1. Elect Board of Directors Routine Issuer 10/26/04 FOR WITH
Freddie Mac FRE 313400301 11/04/04 892,500 2. Appoint of Pricewater Routine Issuer 10/26/04 FOR WITH
-houseCoopers LLP
Freddie Mac FRE 313400301 11/04/04 892,500 3. Approval of the 2004 Non- Issuer 10/26/04 FOR WITH
Stock Compensation Plan Routine
Freddie Mac FRE 313400301 11/04/04 892,500 4. Approval of the Amended Non- Issuer 10/26/04 FOR WITH
and Restated Employee Routine
Stock Purchase Plan
Genworth GNW 37247D106 05/19/05 1,254,000 1. Election of Directors Routine Issuer 05/16/05 FOR WITH
Financial
Genworth GNW 37247D106 05/19/05 1,254,000 2. Approval of the Company's Non- Issuer 05/16/05 FOR WITH
Financial 2004 Omnibus Incentive Routine
Plan
Genworth GNW 37247D106 05/19/05 1,254,000 3. Ratify the Selection of Routine Issuer 05/16/05 FOR WITH
Financial KPMG LLP as Company's
Independent Auditor for
2005
Georgia- GP 373298108 05/03/05 1,658,000 1. Election of Directors Routine Issuer 04/19/05 FOR WITH
Pacific Corp
Georgia- GP 373298108 05/03/05 1,658,000 2. Proposal to Approve the Non- Issuer 04/19/05 FOR WITH
Pacific Corp Georgia-Pacific 2005 Routine
Long-Term Incentive Plan
Georgia- GP 373298108 05/03/05 1,658,000 3. Ratify the Appointment of Routine Issuer 04/19/05 FOR WITH
Pacific Corp Ernst & Young as Auditor
Georgia- GP 373298108 05/03/05 1,658,000 4. Proposal to Amend Our Non- Shareholder 04/19/05 FOR AGAINST
Pacific Corp Bylaws to Eliminate Our Routine
Classified Board
Structure
Hewlett- HPQ 428236103 03/16/05 1,424,500 1. Election of Directors Routine Issuer 02/25/04 FOR WITH
Packard
Company
Hewlett- HPQ 428236103 03/16/05 1,424,500 2. Ratify the Appointment of Routine Issuer 02/25/04 FOR WITH
Packard Ernst & Young as Auditor
Company
Hewlett- HPQ 428236103 03/16/05 1,424,500 3. Approve an Additional 75 Non- Issuer 02/25/04 FOR WITH
Packard Million Shares for the Routine
Company Company 2000 Employee
Stock Purchase Plan
Honda Motor Co HMC 438128308 06/23/05 1,293,600 1. Approval of Proposal for Non- Issuer 06/16/05 FOR WITH
Appropriation of Retained Routine
Earnings for the 81st
Fiscal Year
Honda Motor Co HMC 438128308 06/23/05 1,293,600 2. Partial Amendments to the Non- Issuer 06/16/05 FOR WITH
Articles of lncorporation Routine
Honda Motor Co HMC 438128308 06/23/05 1,293,600 3. Election of Directors Routine Issuer 06/16/05 FOR WITH
Honda Motor Co HMC 438128308 06/23/05 1,293,600 4. Election of One (1) Non- Issuer 06/16/05 FOR WITH
Corporate Auditor Routine
Honda Motor Co HMC 438128308 06/23/05 1,293,600 5. Election of Independent Routine Issuer 06/16/05 FOR WITH
Auditor
Honda Motor Co HMC 438128308 06/23/05 1,293,600 6. Revision of Amount of Non- Issuer 06/16/05 FOR WITH
Renumeration Payable to Routine
Directors
Honda Motor Co HMC 438128308 06/23/05 1,293,600 7. Payment of Bonus to Non- Issuer 06/16/05 FOR WITH
Directors and Corporate Routine
Auditors for the 81st
Fiscal Year
Honda Motor Co HMC 438128308 06/23/05 1,293,600 8. Presentation of Retire- Non- Issuer 06/16/05 FOR WITH
ment Allowance to Retir- Routine
ing Directors for Their
Respective Services
Laboratory LH 50540R409 05/18/05 1,162,500 1. Election of Directors Routine Issuer 05/13/05 FOR WITH
Corp. of
America
Laboratory LH 50540R409 05/18/05 1,162,500 2. Ratify the Appointment of Routine Issuer 05/13/05 FOR WITH
Corp. of PricewaterhouseCoopers as
America Auditor
Liberty Media L 530718105 06/08/05 5,979,000 1. Election of Directors Routine Issuer 05/18/05 FOR WITH
Corp
Liberty Media L 530718105 06/08/05 5,979,000 2. Ratify the Selection of Routine Issuer 05/18/05 FOR WITH
Corp KPMG LLP as Company's
Independent Auditor for
2005
McDonald's MCD 580135101 05/11/05 1,338,000 1. Election of Directors Routine Issuer 05/05/05 FOR WITH
Corporation
McDonald's MCD 580135101 05/11/05 1,338,000 2. Ratify the Appointment of Routine Issuer 05/05/05 FOR WITH
Corporation Ernst & Young as Auditor
McDonald's MCD 580135101 05/11/05 1,338,000 3. Proposal Relating to Non- Shareholder 05/05/05 AGAINST WITH
Corporation Genetic Engineering of Routine
Food and Seed
Royal Dutch RD 780257804 06/28/05 777,000 10. Approve Acquisition/ Non- Issuer 06/20/05 AGAINST AGAINST
Petroleum Cancellation of All 1,500 Routine
Company Priority Shares and
Change Board Structure
into One-Tiered Board
Royal Dutch RD 780257804 06/28/05 777,000 11A.Elect A.G. Jacobs as Routine Issuer 06/20/05 FOR WITH
Petroleum Nonexecutive Board
Company Member
Royal Dutch RD 780257804 06/28/05 777,000 11B.Elect Ch. Morin-Postel Routine Issuer 06/20/05 FOR WITH
Petroleum as Nonexecutive Board
Company Member
Royal Dutch RD 780257804 06/28/05 777,000 11C.Elect A.A. Loudon as Routine Issuer 06/20/05 FOR WITH
Petroleum Nonexecutive Board Member
Company
Royal Dutch RD 780257804 06/28/05 777,000 11D.Elect L.R. Ricciardi as Routine Issuer 06/20/05 FOR WITH
Petroleum Nonexecutive Board Member
Company
Royal Dutch RD 780257804 06/28/05 777,000 12. Approve Remuneration Non- Issuer 06/20/05 FOR WITH
Petroleum Policy for Board of Routine
Company Directors
Royal Dutch RD 780257804 06/28/05 777,000 13. Approve Amended Long- Non- Issuer 06/20/05 FOR WITH
Petroleum Term Incentive Plan Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 14. Approve Amended Non- Issuer 06/20/05 FOR WITH
Petroleum Restricted Share Plan Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 15. Approve Amended Deferred Non- Issuer 06/20/05 FOR WITH
Petroleum Bonus Plan Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 2. Approve Financial Non- Issuer 06/20/05 FOR WITH
Petroleum Statements and Statutory Routine
Company Reports
Royal Dutch RD 780257804 06/28/05 777,000 3A. Discuss Reserves and Non- Issuer 06/20/05 FOR WITH
Petroleum Dividend Policy Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 3B. Approve Dividends of EUR Non- Issuer 06/20/05 FOR WITH
Petroleum 1.79 per Share Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 4A. Approve Discharge of Non- Issuer 06/20/05 FOR WITH
Petroleum Managing Directors Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 4B. Approve Discharge of Non- Issuer 06/20/05 FOR WITH
Petroleum Supervisory Board Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 5. Relect L.R. Ricciardi to Routine Issuer 06/20/05 FOR WITH
Petroleum Supervisory Board
Company
Royal Dutch RD 780257804 06/28/05 777,000 6. Authorize Repurchase of Non- Issuer 06/20/05 FOR WITH
Petroleum up to 10 Percent of Routine
Company Issued Share Capital
Royal Dutch RD 780257804 06/28/05 777,000 7. Approve Share Non- Issuer 06/20/05 FOR WITH
Petroleum Cancellation Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 8. Discussion on Corporate Non- Issuer 06/20/05 FOR WITH
Petroleum Governance Routine
Company
Royal Dutch RD 780257804 06/28/05 777,000 9A. Talk of Public Exchange Non- Issuer 06/20/05 FOR WITH
Petroleum Offer Issued by Royal Routine
Company Dutch Shell PLC for All
Ordinary Shares in Cap-
ital of Co. (Nonvoting)
Royal Dutch RD 780257804 06/28/05 777,000 9B. Approve Implementation Non- Issuer 06/20/05 FOR WITH
Petroleum Agreement Routine
Company
Southwest LUV 844741108 05/18/05 1,227,500 1. Election of Directors Routine Issuer 05/16/05 FOR WITH
Airlines
Company
Southwest LUV 844741108 05/18/05 1,227,500 2. Ratify the Appointment of Routine Issuer 05/16/05 FOR WITH
Airlines Ernst & Young as Auditor
Company
SPX SPW 784635104 05/06/05 706,500 1. Election of Directors Routine Issuer 04/26/05 FOR WITH
Corporation
SPX SPW 784635104 05/06/05 706,500 2. Ratify Appointment of Routine Issuer 04/26/05 FOR WITH
Corporation Deloitte & Touche LLP as
Independent Public
Accountants in 2005
Texas TXN 002508104 04/21/05 1,417,500 1. Election of Directors Routine Issuer 04/13/05 FOR WITH
Instruments
Inc
Texas TXN 002508104 04/21/05 1,417,500 2. Ratify the Appointment of Routine Issuer 04/13/05 FOR WITH
Instruments Ernst & Young as Auditor
Inc
Texas TXN 002508104 04/21/05 1,417,500 3. To Approve the TI Non- Issuer 04/13/05 FOR WITH
Instruments Employees 2005 Stock Routine
Inc Purchase Plan
Texas TXN 002508104 04/21/05 1,417,500 4. To Reapprove the Material Non- Issuer 04/13/05 FOR WITH
Instruments Terms of the Performance Routine
Inc Goals Under the TXN 2000
Long-Term Incentive Plan
Thermo TMO 883556102 05/17/05 1,949,000 1. Election of Directors Routine Issuer 05/13/05 FOR WITH
Electron
Corporation
Thermo TMO 883556102 05/17/05 1,949,000 2. Ratify the Appointment of Routine Issuer 05/13/05 FOR WITH
Electron PricewaterhouseCoopers
Corporation as Auditor
Thermo TMO 883556102 05/17/05 1,949,000 3. Approval of Company's Non- Issuer 05/13/05 FOR WITH
Electron 2005 Stock Incentive Routine
Corporation Plan
Thermo TMO 883556102 05/17/05 1,949,000 4. Proposal Regarding the Non- Shareholder 05/13/05 FOR AGAINST
Electron Vote Standard for Routine
Corporation Director Elections, if
Presented by its
Proponent at the Meeting
Time Warner, TWX 887317105 05/20/05 4,098,500 1. Election of Directors Routine Issuer 05/17/05 FOR WITH
Inc.
Time Warner, TWX 887317105 05/20/05 4,098,500 2. Ratify the Appointment of Routine Issuer 05/17/05 FOR WITH
Inc. Ernst & Young as Auditor
Time Warner, TWX 887317105 05/20/05 4,098,500 3. Proposal Regarding Pay Non- Shareholder 05/17/05 AGAINST WITH
Inc. Comparison Routine
Tyco TYC 440563239 03/10/05 1,691,000 1. Election of Directors Routine Issuer 02/25/05 FOR WITH
International
Tyco TYC 440563239 03/10/05 1,691,000 2. Re-Appointment of Routine Issuer 02/25/05 FOR WITH
International Deloitte & Touche LLP
U.S. Bancorp USB 902973304 04/19/05 1,660,000 1. Election of Directors Routine Issuer 04/13/05 FOR WITH
U.S. Bancorp USB 902973304 04/19/05 1,660,000 2. Ratify the Appointment of Routine Issuer 04/13/05 FOR WITH
Ernst & Young as Auditor
U.S. Bancorp USB 902973304 04/19/05 1,660,000 3. Amend Certificate of Non- Issuer 04/13/05 FOR WITH
Incorporation to Routine
Eliminate Supermajority
Voting
U.S. Bancorp USB 902973304 04/19/05 1,660,000 4. Performance Vesting Non- Shareholder 04/13/05 FOR AGAINST
Shares Routine
U.S. Bancorp USB 902973304 04/19/05 1,660,000 5. Prohibition on Tax and Non- Shareholder 04/13/05 AGAINST WITH
Non-Audit Work by Routine
Independent Auditors
UnumProvident UNM 91529Y106 05/12/05 2,969,500 1. Election of Directors Routine Issuer 05/09/05 FOR WITH
UnumProvident UNM 91529Y106 05/12/05 2,969,500 2. Approval to the Non- Issuer 05/09/05 FOR WITH
Amendments to the Stock Routine
Plan of 1999
UnumProvident UNM 91529Y106 05/12/05 2,969,500 3. Ratify the Appointment of Routine Issuer 05/09/05 FOR WITH
Ernst & Young as Auditor
UnumProvident UNM 91529Y106 05/12/05 2,969,500 4. Amendment to Bylaws Non- Shareholder 05/09/05 FOR No Recom-
Requiring Election of Routine mendation
Directors by Majority
Instead of Plurality Vote
UnumProvident UNM 91529Y106 05/12/05 2,969,500 5. Establishment of Office Non- Shareholder 05/09/05 AGAINST WITH
of Board of Directors to Routine
Enable Direct Communica-
tions on Corporate
Governance Matters
Waste WMI 94106L109 05/13/05 1,974,500 1. Election of Directors Routine Issuer 05/10/05 FOR WITH
Management
Waste WMI 94106L109 05/13/05 1,974,500 2. Ratify the Appointment of Routine Issuer 05/10/05 FOR WITH
Management Ernst & Young as Auditor
Waste WMI 94106L109 05/13/05 1,974,500 3. Proposal Relating to Non- Shareholder 05/10/05 AGAINST WITH
Management Disclosure of Our Routine
Strategy on Opposition
to Privatization
Waste WMI 94106L109 05/13/05 1,974,500 4. Proposal Relating to Non- Shareholder 05/10/05 FOR AGAINST
Management Election of Directors by Routine
Majority Vote
Waste WMI 94106L109 05/13/05 1,974,500 5. Proposal Relating to Non- Shareholder 05/10/05 AGAINST WITH
Management Disclosure of Political Routine
Contributions
Waste WMI 94106L109 05/13/05 1,974,500 6. Proposal Relating to Non- Shareholder 05/10/05 AGAINST WITH
Management Executive Severance Routine
Agreements
Watson WPI 942683103 05/13/05 1,735,500 1. Election of Directors Routine Issuer 04/27/05 FOR WITH
Pharma-
ceuticals
Watson WPI 942683103 05/13/05 1,735,500 2. Approval of the Amendment Non- Issuer 04/27/05 FOR WITH
Pharma- and Restatement of the Routine
ceuticals 2001 Incentive Award Plan
of the Company
Watson WPI 942683103 05/13/05 1,735,500 3. Appointment of Routine Issuer 04/27/05 FOR WITH
Pharma- PricewaterhouseCoopers
ceuticals LLP as Auditor
Williams WMB 969457100 05/19/05 1,997,500 1. Election of Directors Routine Issuer 05/16/05 FOR WITH
Companies
Williams WMB 969457100 05/19/05 1,997,500 2. Ratify the Appointment of Routine Issuer 05/16/05 FOR WITH
Companies Ernst & Young as Auditor
Williams WMB 969457100 05/19/05 1,997,500 3. Proposal on Majority Non- Shareholder 05/16/05 FOR AGAINST
Companies Voting on Director Routine
Nominees
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: July 19, 2005
__________________________