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, 2006
Date of reporting period: July 1, 2005 - June 30, 2006
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2005 THROUGH JUNE 30, 2006
# of
Security Ticker CUSIP Meeting Date Shares Proposal Description
- ------------------------- ------ --------- ------------ --------- ----------------------------------------------------------
AES Corporation AES 00130H105 05/11/06 3,146,000 1. Election of Directors
AES Corporation AES 00130H105 05/11/06 3,146,000 2. Ratification of Deloitte & Touche LLP as Independent
Auditor
AES Corporation AES 00130H105 05/11/06 3,146,000 3. Adoption of the AES Corporation Performance Incentive
Plan
Aetna Inc AET 00817Y108 04/28/06 873,000 1. Election of Directors
Aetna Inc AET 00817Y108 04/28/06 873,000 2. Ratify the Selection of KPMG LLP as Independent
Auditor
Aetna Inc AET 00817Y108 04/28/06 873,000 3. Approval of 2006 Employee Stock Purchase Plan
Aetna Inc AET 00817Y108 04/28/06 873,000 4. Shareholder Proposal on Cumulative Voting
Agilent Technologies A 00846U101 03/01/06 1,191,748 1. Elect Directors to a 3-year Term
Agilent Technologies A 00846U101 03/01/06 1,191,748 2. Ratify Appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
Agilent Technologies A 00846U101 03/01/06 1,191,748 3. To Approve the Company's Long-Term Performance
Program
Aon Corporation AOC 037389103 05/19/06 1,758,500 1. Election of Directors
Aon Corporation AOC 037389103 05/19/06 1,758,500 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Aon Corporation AOC 037389103 05/19/06 1,758,500 3. To Approve the Material Terms of the Performance
Goals Under, and an Amendment to, the Senior Officer
Incentive Compensation Plan
Aon Corporation AOC 037389103 05/19/06 1,758,500 4. To Approve the Material Terms of the Performance
Goals Under, and an Amendment to, the Aon Stock
Incentive Plan
Bank of America BAC 060505104 04/26/06 1,512,500 1. Election of Directors
Bank of America BAC 060505104 04/26/06 1,512,500 2. Ratification of PricewaterhouseCoopers as Independent
Auditor
Bank of America BAC 060505104 04/26/06 1,512,500 3. Adopt and Amendment to the 2003 Key Associate Stock
Plan
Bank of America BAC 060505104 04/26/06 1,512,500 4. Stockholder Proposal Regarding Political Contributions
Bank of America BAC 060505104 04/26/06 1,512,500 5. Stockholder Proposal Regarding Majority Voting in
Director Elections
Bank of America BAC 060505104 04/26/06 1,512,500 6. Stockholder Proposal Regarding Independent Board
Chairman
Bank of America BAC 060505104 04/26/06 1,512,500 7. Stockholder Proposal Regarding Equal Employment
Opportunity Policy
Baxter Internatonal BAX 071813109 05/09/06 1,658,500 1. Election of Directors
Baxter Internatonal BAX 071813109 05/09/06 1,658,500 2. Ratification of PricewaterhouseCoopers as Independent
Auditor
Baxter Internatonal BAX 071813109 05/09/06 1,658,500 3. Proposal to Amend Article Sixth of the Restated
Certificate of Incorporation Eliminating the Classified
Structure of the Board of Directors
Baxter Internatonal BAX 071813109 05/09/06 1,658,500 4. Proposal to Amend Article Fifth of the Restated
Certificate of Incorporation Reducing the Minimum and
Maximum Number of Directors
Baxter Internatonal BAX 071813109 05/09/06 1,658,500 5. Proposal Relating to the Redemption of the Shareholder
Rights Plan
Berkshire Hathaway A BRKA 084670108 05/08/06 522 1. Election of Directors
Boston Scientific BSX 101137107 03/31/06 2,644,500 1. To Adopt an Amendment to the Company's Second
Restated Certificate of Incorporation. As Amended, to
Increase the Authorized Number of Shares.
Boston Scientific BSX 101137107 03/31/06 2,644,500 2. To Approve the Issuance of Shares of Common Stock of
the Company to the Shareholders of Guidant Corporation
Pursuant to the Terms of the Merger Agreement.
Boston Scientific BSX 101137107 05/09/06 2,740,500 1. To Re-Elect Four Existing Class II Directors to Serve
Until 2009
Boston Scientific BSX 101137107 05/09/06 2,740,500 2. To Re-Elect One New Class II Director to Serve Until
2009
Boston Scientific BSX 101137107 05/09/06 2,740,500 3. To Ratify the Appointment of Ernst & Young LLP as
Independent Auditors
Boston Scientific BSX 101137107 05/09/06 2,740,500 4. To Approve the 2006 Global Employee Stock Ownership
Plan
Chubb Corporation CB 171232101 04/25/06 506,000 1. Election of Directors
Chubb Corporation CB 171232101 04/25/06 506,000 2. Adoption of The Chubb Corporation Annual Incentive
Compensation Plan (2006).
Chubb Corporation CB 171232101 04/25/06 506,000 3. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Chubb Corporation CB 171232101 04/25/06 506,000 4. Shareholder Proposal Regarding the Matter in Which
Directors are Elected
Chubb Corporation CB 171232101 04/25/06 506,000 5. Shareholder Proposal Regarding Political Contributions
CIGNA Corporation CI 125509109 04/26/06 566,500 1. Election of Directors
CIGNA Corporation CI 125509109 04/26/06 566,500 2. Ratification of PricewaterhouseCoopers as Independent
Auditor
CSX Corporation CSX 126408103 05/03/06 931,000 1. Election of Directors
CSX Corporation CSX 126408103 05/03/06 931,000 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
CSX Corporation CSX 126408103 05/03/06 931,000 3. Reapporval of the CSX Omnibus Incentive Plan
CSX Corporation CSX 126408103 05/03/06 931,000 4. Elimination of Supermajority Voting Requirements-
Merger of Share Exchange, Certain Sales of Dispositions,
and Dissolution
CSX Corporation CSX 126408103 05/03/06 931,000 5. Elimination of Supermajority Voting Requirements -
Affliated Transactions
CSX Corporation CSX 126408103 05/03/06 931,000 6. Shareholder Proposal Regarding Separate Chairman and
CEO
Diebold, Inc. DBD 253651103 04/27/06 1,072,000 1. Election of Directors
Diebold, Inc. DBD 253651103 04/27/06 1,072,000 2. Ratify the Selection of KPMG LLP as Independent
Auditor
Diebold, Inc. DBD 253651103 04/27/06 1,072,000 3. To Approve the Amended and Restated Diebold, Inc.
1991 Equity and Performance Incentive Plan
El Paso Corporation EP 28336L109 05/25/06 2,860,000 1. Election of Directors
El Paso Corporation EP 28336L109 05/25/06 2,860,000 2. Approval of the Adoption of Cumulative Voting as a By-
Law or Long-Term Policy
El Paso Corporation EP 28336L109 05/25/06 2,860,000 3. Approval of the Amendment to the By-Laws for the
Disclosure of Executive Compensation
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 1. To Re-Elect (a) Mr. James A. Davidson; and (b) Mr. Lip-
Bu Tan
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 2. To Re-Appoint Mr. Patrick Foley as a Director to the
Board of Directors
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 3. To Re-Appoint Deloitte & Touche LLP as Independent
Auditors
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 4. To Approve the Authorization for the Directors of the
Company to Allot and Issue Ordinary Shares
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 5. To Approve the Director Cash Compensation and
Additional Cash Compensation for the Chairman of the
Audit Committee
Flextronics International FLEX Y2573F102 09/20/05 3,598,500 6. To Approve the Proposed Renewal of the Share Purchase
Mandate Relating to Acquisitions By the Company of Its
Own Issued Ordinary Shares
Freescale Semiconductor FSL 35687M107 04/21/06 2,736,500 1. Election of Directors
Freescale Semiconductor FSL 35687M107 04/21/06 2,736,500 2. Ratify the Selection of KPMG LLP as Independent
Auditor
Genworth Financial GNW 37247D106 05/17/06 1,823,000 1. Election of Directors
Genworth Financial GNW 37247D106 05/17/06 1,823,000 2. Ratification of the Selection of KPMG LLP as
Independent Auditors
Hewlett-Packard Co HPQ 428236103 03/15/06 1,584,500 1. Election of Directors
Hewlett-Packard Co HPQ 428236103 03/15/06 1,584,500 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Hewlett-Packard Co HPQ 428236103 03/15/06 1,584,500 3. To Approve the Company 2005 Pay-for-Results Plan
Hewlett-Packard Co HPQ 428236103 03/15/06 1,584,500 4. Stockholder Proposal entitled "Director Election
Majority Vote Standard Proposal
Hewlett-Packard Co HPQ 428236103 03/15/06 1,584,500 5. Stockholder Proposal entitled "Recoup Unearned
Management Bonuses"
Honda Mtr Co. LTD ADR HMC 438128308 06/23/06 2,357,000 1. Approval of Proposal for Appropriation of Retained
Earnings for the 82nd Fiscal Year
Honda Mtr Co. LTD ADR HMC 438128308 06/23/06 2,357,000 2. Partial Amendments to the Articles of Incorporation
Honda Mtr Co. LTD ADR HMC 438128308 06/23/06 2,357,000 3. Election of Directors
Honda Mtr Co. LTD ADR HMC 438128308 06/23/06 2,357,000 4. Payment of Bonus to Directors and Corporate Auditors
for the 82nd Fiscal Year
Honda Mtr Co. LTD ADR HMC 438128308 06/23/06 2,357,000 5. Presentation of Retirement Allowance to Retiring
Director for His Respective Services
Intepublic Group of Cos IPG 460690100 05/25/06 5,512,500 1. Election of Directors
Intepublic Group of Cos IPG 460690100 05/25/06 5,512,500 2. Appoval of the Interpublic Group of Cos. Performance
Incentive Plan (2006)
Intepublic Group of Cos IPG 460690100 05/25/06 5,512,500 3. Confirmation of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
Intepublic Group of Cos IPG 460690100 05/25/06 5,512,500 4. Stockholder Proposal on Separation of Chairman and
CEO
Intepublic Group of Cos IPG 460690100 05/25/06 5,512,500 5. Stockholder Proposal on Recoupment of Unearned
Management Bonuses
Intepublic Group of Cos IPG 460690100 11/14/05 5,185,500 1. Election of Directors
Voted
Type of Proposed Date How with / against
Security Proposal by Voted Voted Management
- ------------------------- ----------- ----------- --------- ------- --------------
AES Corporation Routine Issuer 05/02/06 FOR WITH
AES Corporation Routine Issuer 05/02/06 FOR WITH
AES Corporation Non-Routine Issuer 05/02/06 FOR WITH
Aetna Inc Routine Issuer 04/13/06 FOR WITH
Aetna Inc Routine Issuer 04/13/06 FOR WITH
Aetna Inc Non-Routine Issuer 04/13/06 FOR WITH
Aetna Inc Non-Routine Shareholder 04/13/06 AGAINST WITH
Agilent Technologies Routine Issuer 02/10/06 FOR WITH
Agilent Technologies Routine Issuer 02/10/06 FOR WITH
Agilent Technologies Non-Routine Issuer 02/10/06 FOR WITH
Aon Corporation Routine Issuer 05/17/06 FOR WITH
Aon Corporation Routine Issuer 05/17/06 FOR WITH
Aon Corporation Non-Routine Issuer 05/17/06 FOR WITH
Aon Corporation Non-Routine Issuer 05/17/06 FOR WITH
Bank of America Routine Issuer 04/13/06 FOR WITH
Bank of America Routine Issuer 04/13/06 FOR WITH
Bank of America Non-Routine Issuer 04/13/06 FOR WITH
Bank of America Non-Routine Shareholder 04/13/06 AGAINST WITH
Bank of America Non-Routine Shareholder 04/13/06 FOR AGAINST
Bank of America Non-Routine Shareholder 04/13/06 AGAINST WITH
Bank of America Non-Routine Shareholder 04/13/06 AGAINST WITH
Baxter Internatonal Routine Issuer 05/04/06 FOR WITH
Baxter Internatonal Routine Issuer 05/04/06 FOR WITH
Baxter Internatonal Non-Routine Issuer 05/04/06 FOR WITH
Baxter Internatonal Non-Routine Issuer 05/04/06 FOR WITH
Baxter Internatonal Non-Routine Shareholder 05/04/06 FOR AGAINST
Berkshire Hathaway A Routine Issuer 04/04/06 FOR WITH
Boston Scientific Non-Routine Issuer 03/23/06 FOR WITH
Boston Scientific Non-Routine Issuer 03/23/06 FOR WITH
Boston Scientific Routine Issuer 04/26/05 FOR WITH
Boston Scientific Routine Issuer 04/26/05 FOR WITH
Boston Scientific Routine Issuer 04/26/05 FOR WITH
Boston Scientific Non-Routine Issuer 04/26/05 FOR WITH
Chubb Corporation Routine Issuer 04/13/06 FOR WITH
Chubb Corporation Non-Routine Issuer 04/13/06 FOR WITH
Chubb Corporation Routine Issuer 04/13/06 FOR WITH
Chubb Corporation Non-Routine Shareholder 04/13/06 FOR AGAINST
Chubb Corporation Non-Routine Shareholder 04/13/06 AGAINST WITH
CIGNA Corporation Routine Issuer 04/13/06 FOR WITH
CIGNA Corporation Routine Issuer 04/13/06 FOR WITH
CSX Corporation Routine Issuer 04/21/06 FOR WITH
CSX Corporation Routine Issuer 04/21/06 FOR WITH
CSX Corporation Non-Routine Issuer 04/21/06 FOR WITH
CSX Corporation Non-Routine Issuer 04/21/06 FOR WITH
CSX Corporation Non-Routine Issuer 04/21/06 FOR WITH
CSX Corporation Non-Routine Shareholder 04/21/06 AGAINST WITH
Diebold, Inc. Routine Issuer 04/05/06 FOR WITH
Diebold, Inc. Routine Issuer 04/05/06 FOR WITH
Diebold, Inc. Non-Routine Issuer 04/05/06 FOR WITH
El Paso Corporation Routine Issuer 05/18/06 FOR WITH
El Paso Corporation Non-Routine Issuer 05/18/06 AGAINST WITH
El Paso Corporation Non-Routine Issuer 05/18/06 AGAINST WITH
Flextronics International Routine Issuer 09/14/05 FOR WITH
Flextronics International Routine Issuer 09/14/05 FOR WITH
Flextronics International Routine Issuer 09/14/05 FOR WITH
Flextronics International Non-Routine Issuer 09/14/05 FOR WITH
Flextronics International Non-Routine Issuer 09/14/05 FOR WITH
Flextronics International Non-Routine Issuer 09/14/05 FOR WITH
Freescale Semiconductor Routine Issuer 04/04/06 FOR WITH
Freescale Semiconductor Routine Issuer 04/04/06 FOR WITH
Genworth Financial Routine Issuer 05/05/06 FOR WITH
Genworth Financial Routine Issuer 05/05/06 FOR WITH
Hewlett-Packard Co Routine Issuer 3/13/2006 FOR WITH
Hewlett-Packard Co Routine Issuer 3/13/2006 FOR WITH
Hewlett-Packard Co Non-Routine Issuer 3/13/2006 FOR WITH
Hewlett-Packard Co Non-Routine Shareholder 3/13/2006 FOR AGAINST
Hewlett-Packard Co Non-Routine Shareholder 3/13/2006 AGAINST WITH
Honda Mtr Co. LTD ADR Non-Routine Issuer 06/13/06 FOR WITH
Honda Mtr Co. LTD ADR Non-Routine Issuer 06/13/06 AGAINST AGAINST
Honda Mtr Co. LTD ADR Routine Issuer 06/13/06 FOR WITH
Honda Mtr Co. LTD ADR Non-Routine Issuer 06/13/06 FOR WITH
Honda Mtr Co. LTD ADR Non-Routine Issuer 06/13/06 FOR WITH
Intepublic Group of Cos Routine Issuer 05/24/06 FOR WITH
Intepublic Group of Cos Non-Routine Issuer 05/24/06 FOR WITH
Intepublic Group of Cos Routine Issuer 05/24/06 FOR WITH
Intepublic Group of Cos Non-Routine Shareholder 05/24/06 AGAINST WITH
Intepublic Group of Cos Non-Routine Shareholder 05/24/06 AGAINST WITH
Intepublic Group of Cos Routine Issuer 11/09/05 FOR WITH
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2005 THROUGH JUNE 30, 2006
Meeting # of
Security Ticker CUSIP Date Shares Proposal Description
- ----------------------- ------ --------- -------- --------- ----------------------------------------------------------
Intepublic Group of Cos IPG 460690100 11/14/05 5,185,500 2. Approval of the Employee Stock Purchase Plan (2006)
Intepublic Group of Cos IPG 460690100 11/14/05 5,185,500 3. Confirmation of the Appointment of
Pricewaterhousecoopers as Independent Auditors
Intepublic Group of Cos IPG 460690100 11/14/05 5,185,500 4. Shareholder Proposal Concerning the Sale of Interpublic
JetBlue Airways JBLU 477143101 05/18/06 3,630,500 1. Election of Directors
JetBlue Airways JBLU 477143101 05/18/06 3,630,500 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Kinetic Concepts KCI 49460W208 05/23/06 1,019,500 1. Election of Directors
Kinetic Concepts KCI 49460W208 05/23/06 1,019,500 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Lab Corp of America LH 50540R409 05/17/06 762,000 1. Election of Directors
Lab Corp of America LH 50540R409 05/17/06 762,000 2. Approval of the Amendment to the 1995 Stock Plan for
Non-Employee Directors
Lab Corp of America LH 50540R409 05/17/06 762,000 3. Ratify Appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
Liberty Media L 530718105 05/09/06 8,437,000 1. The Merger Proposal
Liberty Media L 530718105 05/09/06 8,437,000 2. The Tracking Stock Proposal
Liberty Media L 530718105 05/09/06 8,437,000 3. The Optional Conversion Proposal
Liberty Media L 530718105 05/09/06 8,437,000 4. The Optional Redemption Proposal
Liberty Media L 530718105 05/09/06 8,437,000 5. The Group Dispositon Proposal
Liberty Media L 530718105 05/09/06 8,437,000 6. Election of Directors
Liberty Media L 530718105 05/09/06 8,437,000 7. Ratify the Selection of KPMG LLP as Independent
Auditors
Lyondell Chemical Co LYO 552078107 05/04/06 2,611,000 1. Election of Directors
Lyondell Chemical Co LYO 552078107 05/04/06 2,611,000 2. Ratify Appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
Marsh & McClennan Cos MMC 571748102 05/18/06 2,461,000 1. Election of Directors
Marsh & McClennan Cos MMC 571748102 05/18/06 2,461,000 2. Ratify the Appointment of Deloitte & Touche LLP as
Auditor
Marsh & McClennan Cos MMC 571748102 05/18/06 2,461,000 3. Stockholder Proposal: Director Election Voting Standard
Marsh & McClennan Cos MMC 571748102 05/18/06 2,461,000 4. Stockholder Proposal: Political Contribution Disclosure
Morgan Stanley MS 617446448 04/04/06 795,000 1. Election of Directors
Morgan Stanley MS 617446448 04/04/06 795,000 2. Appointment of Deloitte & Touche as Independent
Auditors
Morgan Stanley MS 617446448 04/04/06 795,000 3. Amend the Certificate of Incorporation to Institute the
Annual Election of Directors at this Meeting
Morgan Stanley MS 617446448 04/04/06 795,000 4. Amend the Certificate of Incorporation to Eliminate the
Provision Requiring PluralityVoting for Directors
Morgan Stanley MS 617446448 04/04/06 795,000 5. Amend the Certificate of Incorporation to Eliminate
Certain Supermajority Vote Requirements
Morgan Stanley MS 617446448 04/04/06 795,000 6. Shareholder Proposal Regarding Director Elections
Morgan Stanley MS 617446448 04/04/06 795,000 7. Shareholder Proposal Regarding Simple Majority Vote
Morgan Stanley MS 617446448 04/04/06 795,000 8. Shareholder Proposal Regarding Severance Agreements
with Senior Executives
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 1. Election of Directors
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 10. Shareholder Proposal Requesting Justification for
Financial Contributions Which Advance Animal-Based
Testing Methodologies
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 2. Ratify the Selection of KPMG LLP as Independent
Auditor
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 3. Proposal to Amend Company's Restated Certificate of
Incorporation to Eliminate Supermajority Vote
Requirements and Fair Price Provision
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 4. Shareholder Proposal Relating to Term Limits for
Directors
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 5. Shareholder Proposal Requesting Reporting on
Pharmaceutical Price Restraint
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 6. Shareholder Proposal Relating to Cumulative Voting
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 7. Shareholder Proposal Requesting Separation of Roles of
Chairman and CEO
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 8. Shareholder Proposal Requesting a Report on Political
Contributions
Pfizer Inc. PFE 717081103 04/27/06 2,351,500 9. Shareholder Proposal Requesting a Report on the
Feasibility of Amending Pfizer's Corporate Policy on
Laboratory Animal Care and Use
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 1. Adoption of Annual Report and Accounts
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 10. Remuneration of Auditors
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 11. Authority to Allot Shares
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 12. Disapplication of Pre-emption Rights
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 13. Authority to Purchase Own Shares
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 14. Authority for Certain Donations and Expenditure
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 15. Shareholder Resolution
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 2. Approval of Remuneration Report
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 3. Election of Jorma Ollila as a Director of the Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 4. Election of Nick Land as a Director of the Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 5. Re-election of LordKerr of Kinlochard as a Director of
the Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 6. Re-election of Jeroen van der Veer as a Director of the
Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 7. Re-election of Rob Routs as a Director of the Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 8. Re-election of Wim Kok as a Director of the Company
Royal Dutch Shell RDSA 780259206 05/16/06 979,500 9. Re-appointment of Auditors
Southwest Airlines LUV 844741108 05/17/06 4,909,500 1. Election of Directors
Southwest Airlines LUV 844741108 05/17/06 4,909,500 2. Approve an Amendment to the Company's Employee
Stock Purchase Plan as Adopted by the Board of Directors
of the Company
Southwest Airlines LUV 844741108 05/17/06 4,909,500 3. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Southwest Airlines LUV 844741108 05/17/06 4,909,500 4. Adopt Simple Majority Vote
The DIRECTV Group DTV 25459L106 06/06/06 4,332,500 1. Election of Directors
The DIRECTV Group DTV 25459L106 06/06/06 4,332,500 2. Ratify Appointment of Deloitte & Touche LLP as
Independent Auditor
Thermo Electron Corp TMO 883556102 05/24/06 1,062,000 1. Election of Directors
Thermo Electron Corp TMO 883556102 05/24/06 1,062,000 2. Ratify Appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
Thermo Electron Corp TMO 883556102 05/24/06 1,062,000 3. Stockholder Proposal Regarding the Vote Standard for
Director Elections
Time Warner Inc TWX 887317105 05/19/06 4,699,500 1. Election of Directors
Time Warner Inc TWX 887317105 05/19/06 4,699,500 2. Ratify Appointment of Ernst & Young as Registered
Public Accounting Firm
Time Warner Inc TWX 887317105 05/19/06 4,699,500 3. Approval of Company's 2006 Stock Incentive Plan
Time Warner Inc TWX 887317105 05/19/06 4,699,500 4. Stockholder Proposal Regarding Simple Majority Vote
Time Warner Inc TWX 887317105 05/19/06 4,699,500 5. Stockholder Proposal Regarding Separation of Roles of
Chairman and CEO
Time Warner Inc TWX 887317105 05/19/06 4,699,500 6. Stockholder Proposal Regarding Code of Vendor
Conduct
Tyco International Ltd TYC 902124106 03/09/06 2,568,500 1A. Set the Maximum Number of Directors at 12
Tyco International Ltd TYC 902124106 03/09/06 2,568,500 1B. Election of Directors
Tyco International Ltd TYC 902124106 03/09/06 2,568,500 1C. Authorization for the Board of Directors to Appoint an
Additional Director to Fill the Vacancy Proposed to be
Created on the Board
Tyco International Ltd TYC 902124106 03/09/06 2,568,500 2. Re-Appointment of Deloitte & Touch as Independent
Auditors
U.S. Bancorp USB 902973304 04/18/06 2,227,000 1. Election of Directors
U.S. Bancorp USB 902973304 04/18/06 2,227,000 2. Ratify Selection of Ernst & Young LLP as Independent
Auditor
U.S. Bancorp USB 902973304 04/18/06 2,227,000 3. Approval of the U.S. Bancorp 2006 Executive Incentive
Plan
Voted
Type of Proposed Date How with / against
Security Proposal by Voted Voted Management
- ----------------------- ----------- ----------- -------- ------- --------------
Intepublic Group of Cos Non-Routine Issuer 11/09/05 FOR WITH
Intepublic Group of Cos Routine Issuer 11/09/05 FOR WITH
Intepublic Group of Cos Non-Routine Shareholder 11/09/05 AGAINST WITH
JetBlue Airways Routine Issuer 05/04/06 FOR WITH
JetBlue Airways Routine Issuer 05/04/06 FOR WITH
Kinetic Concepts Routine Issuer 05/05/06 FOR WITH
Kinetic Concepts Routine Issuer 05/05/06 FOR WITH
Lab Corp of America Routine Issuer 05/05/06 FOR WITH
Lab Corp of America Non-Routine Issuer 05/05/06 FOR WITH
Lab Corp of America Routine Issuer 05/05/06 FOR WITH
Liberty Media Non-Routine Issuer 04/28/06 FOR WITH
Liberty Media Non-Routine Issuer 04/28/06 FOR WITH
Liberty Media Non-Routine Issuer 04/28/06 FOR WITH
Liberty Media Non-Routine Issuer 04/28/06 FOR WITH
Liberty Media Non-Routine Issuer 04/28/06 FOR WITH
Liberty Media Routine Issuer 04/28/06 FOR WITH
Liberty Media Routine Issuer 04/28/06 FOR WITH
Lyondell Chemical Co Routine Issuer 04/13/06 FOR WITH
Lyondell Chemical Co Routine Issuer 04/13/06 FOR WITH
Marsh & McClennan Cos Routine Issuer 05/08/06 FOR WITH
Marsh & McClennan Cos Routine Issuer 05/08/06 FOR WITH
Marsh & McClennan Cos Non-Routine Shareholder 05/08/06 FOR AGAINST
Marsh & McClennan Cos Non-Routine Shareholder 05/08/06 AGAINST WITH
Morgan Stanley Routine Issuer 03/29/06 FOR WITH
Morgan Stanley Routine Issuer 03/29/06 FOR WITH
Morgan Stanley Non-Routine Issuer 03/29/06 FOR WITH
Morgan Stanley Non-Routine Issuer 03/29/06 FOR WITH
Morgan Stanley Non-Routine Issuer 03/29/06 FOR WITH
Morgan Stanley Non-Routine Shareholder 03/29/06 FOR AGAINST
Morgan Stanley Non-Routine Shareholder 03/29/06 FOR AGAINST
Morgan Stanley Non-Routine Shareholder 03/29/06 FOR AGAINST
Pfizer Inc. Routine Issuer 04/18/06 FOR WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Routine Issuer 04/18/06 FOR WITH
Pfizer Inc. Non-Routine Issuer 04/18/06 FOR WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Pfizer Inc. Non-Routine Shareholder 04/18/06 AGAINST WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Non-Routine Shareholder 05/05/06 AGAINST WITH
Royal Dutch Shell Non-Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Royal Dutch Shell Routine Issuer 05/05/06 FOR WITH
Southwest Airlines Routine Issuer 05/05/06 FOR WITH
Southwest Airlines Non-Routine Issuer 05/05/06 FOR WITH
Southwest Airlines Routine Issuer 05/05/06 FOR WITH
Southwest Airlines Non-Routine Shareholder 05/05/06 FOR AGAINST
The DIRECTV Group Routine Issuer 05/25/06 FOR WITH
The DIRECTV Group Routine Issuer 05/25/06 FOR WITH
Thermo Electron Corp Routine Issuer 05/18/06 FOR WITH
Thermo Electron Corp Routine Issuer 05/18/06 FOR WITH
Thermo Electron Corp Non-Routine Shareholder 05/18/06 FOR AGAINST
Time Warner Inc Routine Issuer 5/5/2006 FOR WITH
Time Warner Inc Routine Issuer 5/5/2006 FOR WITH
Time Warner Inc Non-Routine Issuer 5/5/2006 FOR WITH
Time Warner Inc Non-Routine Shareholder 5/5/2006 FOR AGAINST
Time Warner Inc Non-Routine Shareholder 5/5/2006 AGAINST WITH
Time Warner Inc Non-Routine Shareholder 5/5/2006 AGAINST WITH
Tyco International Ltd Non-Routine Issuer 03/06/06 FOR WITH
Tyco International Ltd Routine Issuer 03/06/06 FOR WITH
Tyco International Ltd Non-Routine Issuer 03/06/06 FOR WITH
Tyco International Ltd Routine Issuer 03/06/06 FOR WITH
U.S. Bancorp Routine Issuer 04/13/06 FOR WITH
U.S. Bancorp Routine Issuer 04/13/06 FOR WITH
U.S. Bancorp Non-Routine Issuer 04/13/06 FOR WITH
SOUND SHORE FUND PROXY VOTING FROM JULY 1, 2005 THROUGH JUNE 30, 2006
Meeting # of Type of
Security Ticker CUSIP Date Shares Proposal Description Proposal
- ---------------------- ------ --------- -------- --------- --------------------------------------------------------- -----------
U.S. Bancorp USB 902973304 04/18/06 2,227,000 4. Shareholder Proposal: Declassification of the Board of Non-Routine
Directors
U.S. Bancorp USB 902973304 04/18/06 2,227,000 5. Shareholder Proposal: Annual Approval of the Non-Routine
Compensation Committee Report
Unilever N.V. UN 904784709 05/08/06 991,000 10. Designation of the Board of Directors as the Company Non-Routine
Body Authorized in Respect of the Issue of Shares in the
Company
Unilever N.V. UN 904784709 05/08/06 991,000 11. Authorization of the Board of Directors to Purchase Non-Routine
Shares in the Company and Depositary Receipts Therefor
Unilever N.V. UN 904784709 05/08/06 991,000 2. Adoption of the Annual Accounts and Appropriation of Non-Routine
the Profit for the 2005 Financial Year
Unilever N.V. UN 904784709 05/08/06 991,000 3. Discharge of the Executive Directors Non-Routine
Unilever N.V. UN 904784709 05/08/06 991,000 4. Discharge of the Non-Executive Directors Non-Routine
Unilever N.V. UN 904784709 05/08/06 991,000 5. Corporate Structure and Corporate Governance Non-Routine
Unilever N.V. UN 904784709 05/08/06 991,000 5A. Amendment to the Equalisation Agreement Non-Routine
Unilever N.V. UN 904784709 05/08/06 991,000 5B. Board Nomination Procedure. Alteration III to the Non-Routine
Articles of Association
Unilever N.V. UN 904784709 05/08/06 991,000 5C. Alignment of Dividend Generating Capacity and Non-Routine
Dividend Entitlements.
Unilever N.V. UN 904784709 05/08/06 991,000 6. Appointment of Executive Directors Routine
Unilever N.V. UN 904784709 05/08/06 991,000 8. Remuneration of Non-Executive Directors Non-Routine
Unilever N.V. UN 904784709 05/08/06 991,000 9. Appointment of PricewaterhouseCoopers N.V. as Routine
Auditors
UnumProvident Corp UNM 91529Y106 05/17/06 2,958,500 1. Election of Directors Routine
UnumProvident Corp UNM 91529Y106 05/17/06 2,958,500 2. Ratify Appointment of Ernst & Young as Registered Routine
Public Accounting Firm
UnumProvident Corp UNM 91529Y106 05/17/06 2,958,500 3. Stockholder Proposal Re: Establishing an Engagement Non-Routine
Process Following a Majority Vote (Without Giving Effect
to Broker Non-Votes and Abstensions) By Stockholders on
a Stockholder Proposal
Waste Management Inc WMI 94106L109 05/05/06 2,327,000 1. Election of Directors Routine
Waste Management Inc WMI 94106L109 05/05/06 2,327,000 2. Ratify Selection of Ernst & Young LLP as Independent Routine
Auditor
Waste Management Inc WMI 94106L109 05/05/06 2,327,000 3. Proposal to Amend the Company's 1997 Employee Non-Routine
Stock Purchase Plan (ESPP) to Increase the Number of
Shares Authorized for Issuance Under the ESPP
Waste Management Inc WMI 94106L109 05/05/06 2,327,000 4. Stockholder Proposal Relating to the Election of Non-Routine
Directors By Majority Vote
Watson Pharmaceuticals WPI 942683103 05/05/06 2,172,500 1. Election of Directors Routine
Watson Pharmaceuticals WPI 942683103 05/05/06 2,172,500 2. Ratify Appointment of PricewaterhouseCoopers LLP as Routine
Independent Registered Public Accounting Firm
Williams Companies WMB 969457100 05/18/06 2,762,000 1. Election of Directors Routine
Williams Companies WMB 969457100 05/18/06 2,762,000 2. Ratify Appointment of Ernst & Young as Registered Routine
Public Accounting Firm
Williams Companies WMB 969457100 05/18/06 2,762,000 3. Stockholder Proposal on Majority Voting on Director Non-Routine
Nominees
Voted
Proposed Date How with / against
Security by Voted Voted Management
- ---------------------- ----------- -------- ------- --------------
U.S. Bancorp Shareholder 04/13/06 FOR AGAINST
U.S. Bancorp Shareholder 04/13/06 FOR AGAINST
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
Unilever N.V. Issuer 04/25/06 FOR WITH
UnumProvident Corp Issuer 05/15/06 FOR WITH
UnumProvident Corp Issuer 05/15/06 FOR WITH
UnumProvident Corp Shareholder 05/15/06 AGAINST WITH
Waste Management Inc Issuer 04/24/06 FOR WITH
Waste Management Inc Issuer 04/24/06 FOR WITH
Waste Management Inc Issuer 04/24/06 FOR WITH
Waste Management Inc Shareholder 04/24/06 FOR AGAINST
Watson Pharmaceuticals Issuer 04/20/06 FOR WITH
Watson Pharmaceuticals Issuer 04/20/06 FOR WITH
Williams Companies Issuer 05/08/06 FOR WITH
Williams Companies Issuer 05/08/06 FOR WITH
Williams Companies Shareholder 05/08/06 FOR AGAINST
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: 8/15/06
__________________________