CET Central Securities Corp

 

UNITED STATES 

SECURTITIES 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: 811-179

 

Central Securities Corporation

(Exact name of Registrant as specified in charter)

 

630 Fifth Avenue, Suite 820

New York, New York 10111 

(Address of principal executive offices)

 

Registrant’s telephone number: 212-698-2020

 

Date of fiscal year end: December 31

 

Date of reporting period: July 1, 2021 - June 30, 2022

 

 

Issuer: Wolfspeed, Inc.	CUSIP: 977852102
Ticker: WOLF
Meeting Date: 10/25/21

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1-01. Election of Glenda M. Dorchak as a director of the company.	Management	FOR	FOR
1-02. Election of John C. Hodge as a director of the company.	Management	FOR	FOR
1-03. Election of Clyde R. Hosein as a director of the company.	Management	FOR	FOR
1-04. Election of Darren R. Jackson as a director of the company.	Management	FOR	FOR
1-05. Election of Duy-Loan T. Le as a director of the company.	Management	FOR	FOR
1-06. Election of Gregg A. Lowe as a director of the company.	Management	FOR	FOR
1-07. Election of John B. Replogle as a director of the company.	Management	FOR	FOR
1-08. Election of Marvin A. Riley as a director of the company.	Management	FOR	FOR
1-09. Election of Thomas H. Werner as a director of the company.	Management	FOR	FOR
2. Approval of amendment to the bylaws to increase the size of the board of directors.	Management	FOR	FOR
3. Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending June 26, 2022.	Management	FOR	FOR
4. Advisory (nonbinding) vote to approve executive compensation.	Management	FOR	FOR

 

 

Issuer: Microsoft Corporation	CUSIP: 594918104
Ticker: MSFT
Meeting Date: 11/30/21

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Reid G. Hoffman as a director of the company.	Management	FOR	FOR
1B. Election of Hugh F. Johnston as a director of the company.	Management	FOR	FOR
1C. Election of Teri L List as a director of the company.	Management	FOR	FOR
1D. Election of Satya Nadella as a director of the company.	Management	FOR	FOR
1E. Election of Sandra E. Peterson as a director of the company.	Management	FOR	FOR
1F. Election of Penny S. Pritzker as a director of the company.	Management	FOR	FOR
1G. Election of Carlos A. Rodriguez as a director of the company.	Management	FOR	FOR
1H. Election of Charles W. Scharf as a director of the company.	Management	FOR	FOR
1I. Election of John W. Stanton as a director of the company.	Management	FOR	FOR
1J. Election of John W. Thompson as a director of the company.	Management	FOR	FOR
1K. Election of Emma N. 0Walmsley as a director of the company.	Management	FOR	FOR
1L. Election of Padmasree Warrior as a director of the company.	Management	FOR	FOR
2. Advisory vote to approve named executive officer compensation.	Management	FOR	FOR
3. Approve employee stock purchase plan.	Management	FOR	FOR
4. Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2022.	Management	FOR	FOR
5. Shareholder proposal - Report on median pay gaps across race and gender	Stockholder	Against	FOR
6. Shareholder proposal - Report on effectiveness of workplace sexual harassment policies.	Stockholder	Against	FOR
7. Shareholder proposal - Prohibition on sales of facial recognition technology to all government entities.	Stockholder	Against	FOR
8. Shareholder proposal - Report on implementation on the Fair Chance Business Pledge.	Stockholder	Against	FOR
9. Shareholder proposal – Report on how lobbying activities align with Company policies.	Stockholder	Against	FOR

 

Issuer: Medtronic plc	CUSIP: G5960L103
Ticker: MDT
Meeting Date: 12/9/21

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Richard H. Anderson as a director of the company.	Management	FOR	FOR
1B. Election of Craig Arnold as a director of the company.	Management	FOR	FOR
1C. Election of Scott C. Donnelly as a director of the company.	Management	FOR	FOR
1D. Election of Andrea J. Goldsmith, Ph.D. as a director of the company.	Management	FOR	FOR
1E. Election of Randall J. Hogan, III as a director of the company.	Management	FOR	FOR
1F. Election of Kevin E. Lofton as a director of the company.	Management	FOR	FOR
1G. Election of Geoffrey S. Martha as a director of the company.	Management	FOR	FOR
1H. Election of Elizabeth Nabel, M.D. as a director of the company.	Management	FOR	FOR
1I. Election of Denise M. O’Leary as a director of the company.	Management	FOR	FOR
1J. Election of Kendall J. Powell as a director of the company.	Management	FOR	FOR
2. To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2022 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.	Management	FOR	FOR
3. Approving, on an advisory basis, the Company’s executive compensation.	Management	FOR	FOR
4. Approving, on an advisory basis, the frequency of Say-on-Pay votes.	Management	FOR	FOR
5. Approving the new 2021 Medtronic plc Long Term Incentive Plan.	Management	FOR	FOR
6. Renewing the Board of Directors’ authority to issue shares under Irish Law.	Management	FOR	FOR
7. Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law.	Management	FOR	FOR
8. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.	Management	FOR	FOR

 

 

Issuer: II-VI Incorporated	CUSIP: 902104108
Ticker: IIVI
Meeting Date: 11/17/21

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Howard H. Xia.	Management	FOR	FOR
1B. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Vincent D. Mattera, Jr.	Management	FOR	FOR
1C. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Michael L. Dreyer.	Management	FOR	FOR
1D. Election of Class One Director for a three-year term to expire at the annual meeting of shareholders in 2024: Stephen Pagliuca.	Management	FOR	FOR
2. Non-binding advisory vote to approve compensation paid to named executive officers in fiscal year 2021.	Management	FOR	FOR
3. Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022.	Management	FOR	FOR

 

Issuer: Analog Devices, Inc.	CUSIP: 032654105
Ticker: ADI
Meeting Date: 3/9/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1a. Election of Ray Stata as a director of the company.	Management	FOR	FOR
1b. Election of Vincent Roche as a director of the company.	Management	FOR	FOR
1c. Election of James A. Champy as a director of the company.	Management	FOR	FOR
1d. Election of Anantha P. Chandrakasan as a director of the company.	Management	FOR	FOR
1e. Election of Tunc Doluca as a director of the company.	Management	FOR	FOR
1f. Election of Bruce R. Evans as a director of the company.	Management	FOR	FOR
1g. Election of Edward H. Frank as a director of the company.	Management	FOR	FOR
1h. Election of Laurie H. Glimcher as a director of the company.	Management	FOR	FOR
1i. Election of Karen M. Golz as a director of the company.	Management	FOR	FOR
1j. Election of Mercedes Johnson as a director of the company.	Management	FOR	FOR
1k. Election of Kenton J. Sicchitano as a director of the company.	Management	FOR	FOR
1k. Election of Susie Wee as a director of the company.	Management	FOR	FOR
2. Advisory resolution to approve the compensation of named executive officers.	Management	FOR	FOR
3. Approval of the Analog Devices, Inc 2022 Employee Stock Purchase Plan.	Management	FOR	FOR
4. Ratification of Ernst & Young LLP as independent public accounting firm for fiscal 2022.	Management	FOR	FOR

 

 

Issuer: Keysight Technologies, Inc.	CUSIP: 49338L103
Ticker: KEYS
Meeting Date: 3/17/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of James G. Cullen as a director of the company.	Management	FOR	FOR
1B. Election of Michelle J. Holthaus as a director of the company.	Management	FOR	FOR
1C. Election of Jean M. Nye as a director of the company.	Management	FOR	FOR
1D. Election of Joanne B. Olsen as a director of the company.	Management	FOR	FOR
2. To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent public accounting firm.	Management	FOR	FOR
3. To approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers.	Management	FOR	FOR
4. To approve an amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors..	Management	FOR	FOR

 

Issuer: Johnson & Johnson	CUSIP: 478160104
Ticker: JNJ
Meeting Date: 4/28/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Darius Adamczyk as a director of the company.	Management	FOR	FOR
1B. Election of Mary C. Beckerle as a director of the company.	Management	FOR	FOR
1C. Election of D. Scott Davis as a director of the company.	Management	FOR	FOR
1D. Election of Ian E.L. Davis as a director of the company.	Management	FOR	FOR
1E. Election of Jennifer A. Doudna as a director of the company.	Management	FOR	FOR
1F. Election of Joaquin Duato as a director of the company.	Management	FOR	FOR
1G. Election of Alex Gorsky as a director of the company.	Management	FOR	FOR
1H. Election of Marilyn A. Hewson as a director of the company.	Management	FOR	FOR
1I. Election of Hubert Joly as a director of the company.	Management	FOR	FOR
1J. Election of Mark B. McClellan as a director of the company.	Management	FOR	FOR
1K. Election of Anne M. Mulcahy as a director of the company.	Management	FOR	FOR
1L. Election of A. Eugene Washington as a director of the company.	Management	FOR	FOR
1M. Election of Mark A. Weinberger as a director of the company.	Management	FOR	FOR
1N. Election of Nadja Y. West as a director of the company.	Management	FOR	FOR
2. Advisory vote to approve named executive officer compensation.	Management	FOR	FOR
3. Approval of the Company’s 2022 long-Term Incentive Plan.	Management	FOR	FOR
4. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022.	Management	FOR	FOR
5. Stockholder proposal regarding Federal securities laws mandatory arbitration bylaw.	Stockholder	Against	FOR
6. Stockholder proposal regarding civil rights, equity, diversity a& inclusion audit proposal..	Stockholder	Against	FOR
7. Stockholder proposal regarding a third party justice audit.	Stockholder	Against	FOR
8. Stockholder proposal regarding a report on government financial support and access to COVID-19 vaccines and therapeutics.	Stockholder	Against	FOR
9. Stockholder proposal regarding report on public health costs of protecting vaccine technology.	Stockholder	Against	FOR
10. Stockholder proposal regarding the discontinuance of global sales of baby powder containing talc.	Stockholder	Against	FOR
11. Stockholder proposal regarding a request for charitable donations disclosure.	Stockholder	Against	FOR
12. Stockholder proposal regarding a third party review and report on lobbying activities alignment with position on universal health coverage.	Stockholder	Against	FOR
13. Stockholder proposal regarding the adoption of a policy to include legal and compliance costs in incentive compensation metrics.	Stockholder	Against	FOR
14. Stockholder proposal regarding CEO compensation to weigh workforce pay and ownership.	Stockholder	Against	FOR

 

 

Issuer: Heritage-Crystal Clean, Inc.	CUSIP: 42726M106
Ticker: HCCI
Meeting Date: 5/4/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1-01. Election of Brian Recatto as a director of the company.	Management	FOR	FOR
1-02. Election of Charles E. Schalliol as a director of the company.	Management	FOR	FOR
2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year 2022.	Management	FOR	FOR
3. Advisory vote to approve the named executive officer compensation for fiscal 2021, as disclosed in the Proxy Statement for the annual meeting.	Management	FOR	FOR

 

Issuer: Capital One Financial Corporation	CUSIP: 14040H105
Ticker: COF
Meeting Date: 5/5/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Richard D. Fairbank as a director of the company.	Management	FOR	FOR
1B. Election of Ime Archibong as a director of the company.	Management	FOR	FOR
1C. Election of Christine Detrick as a director of the company.	Management	FOR	FOR
1D. Election of Ann Fritz Hackett as a director of the company.	Management	FOR	FOR
1E. Election of Peter Thomas Killalea as a director of the company.	Management	FOR	FOR
1F. Election of Cornelis “Eli” Leenaars as a director of the company.	Management	FOR	FOR
1G. Election of Francois Locoh-Donou as a director of the company.	Management	FOR	FOR
1H. Election of Peter E. Raskind as a director of the company.	Management	FOR	FOR
1I. Election of Eileen Serra as a director of the company.	Management	FOR	FOR
1J. Election of Mayo A. Shattuck III as a director of the company.	Management	FOR	FOR
1K. Election of Bradford H. Warner as a director of the company.	Management	FOR	FOR
1L. Election of Catherine G. West as a director of the company.	Management	FOR	FOR
1M. Election of Craig Anthony Williams as a director of the company.	Management	FOR	FOR
2. Advisory approval of Capital One’s 2021 Named Executive Officer compensation.	Management	FOR	FOR
3. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One Financial Corporation for 2022.	Management	FOR	FOR

 

 

Issuer: American Express Corporation	CUSIP: 025816109
Ticker: AXP
Meeting Date: 5/3/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Thomas J. Baltimore as a director of the company.	Management	FOR	FOR
1B. Election of Charlene Barshefsky as a director of the company.	Management	FOR	FOR
1C. Election of John J. Brennan as a director of the company.	Management	FOR	FOR
1D. Election of Peter Chernin as a director of the company.	Management	FOR	FOR
1E. Election of Ralph de la Vega as a director of the company.	Management	FOR	FOR
1F. Election of Michael O. Leavitt as a director of the company.	Management	FOR	FOR
1G. Election of Theodore J. Leonsis as a director of the company.	Management	FOR	FOR
1H. Election of Karen L. Parkhill as a director of the company.	Management	FOR	FOR
1I. Election of Charles E. Phillips as a director of the company.	Management	FOR	FOR
1J. Election of Lynn A. Pike as a director of the company.	Management	FOR	FOR
1K. Election of Stephen J. Squeri as a director of the company.	Management	FOR	FOR
1L. Election of Daniel L. Vasella as a director of the company.	Management	FOR	FOR
1M. Election of Lisa W. Wardell as a director of the company.	Management	FOR	FOR
1N. Election of Christopher D. Young as a director of the company.	Management	FOR	FOR
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2022.	Management	FOR	FOR
3. Approval, on an advisory basis, of the Company’s executive compensation.	Management	FOR	FOR
4. Shareholder proposal relating to Independent Board Chairman.	Stockholder	Against	FOR
5. Shareholder proposal relating to annual report on diversity	Stockholder	Against	FOR
6. Shareholder proposal relating to gender/racial pay equity.	Stockholder	Against	FOR

 

 

Issuer: Cogent Communications Holdings, Inc.	CUSIP: 19239V302
Ticker: CCOI
Meeting Date: 5/4/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1.1 Election of Dave Schaeffer as a director of the company.	Management	FOR	FOR
1.2 Election of D. Blake Bath as a director of the company.	Management	FOR	FOR
1.3 Election of Steven D. Brooks as a director of the company.	Management	FOR	FOR
1.4 Election of Paul de Sa as a director of the company.	Management	FOR	FOR
1.5 Election of Lewis H. Ferguson, III as a director of the company.	Management	FOR	FOR
1.6 Election of Sheryl Kennedy as a director of the company.	Management	FOR	FOR
1.7 Election of Marc Montagner as a director of the company.	Management	FOR	FOR
2. To approve the amended and restated bylaws of the Company for the sole purpose of amending Section 12 of the bylaws to increase the size of the Board of Directors to nine (9) directors.	Management	FOR	FOR
3. To vote on the ratification of the appointment by the Audit Committee of Ernst & Young LLP as the independent registered public accountants for the Company for the fiscal year ending December 31, 2022.	Management	FOR	FOR
4. Non-binding advisory vote to approve named executive officer compensation.	Management	FOR	FOR

   

Issuer: MKS Instruments, Inc.	CUSIP: 55306N104
Ticker: MKSI
Meeting Date: 5/10/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of John T.C. Lee as a director of the company.	Management	FOR	FOR
1B. Election of Jacqueline F. Moloney as a director of the company.	Management	FOR	FOR
1C. Election of Michelle M. Warner as a director of the company.	Management	FOR	FOR
2. Approval of the 2022 Stock Incentive Plan.	Management	FOR	FOR
3. The approval, on an advisory basis, of executive compensation.	Management	FOR	FOR
4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2022.	Management	FOR	FOR

 

Issuer: Aercap Holdings N.V.	CUSIP: N00985106
Ticker: AER
Meeting Date: 5/12/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
3. Adoption of the annual accounts for the 2021 financial year.	Management	FOR	FOR
5. Release of liability of the directors with respect to their management during the 2021 financial year.	Management	FOR	FOR
6A. Appointment of Mr. Jean Raby as non-executive director for a period of four years.	Management	FOR	FOR
6B. Appointment of Mr. Julian Branch as non-executive director for a period of four years.	Management	FOR	FOR
6C. Appointment of Mr. Stacey Cartwright as non-executive director for a period of four years.	Management	FOR	FOR
6D. Appointment of Ms. Rita Forst as non-executive director for a period of four years.	Management	FOR	FOR
6E. Appointment of Mr. Richard Gradon as non-executive director for a period of four years.	Management	FOR	FOR
6F. Appointment of Mr. Robert Warden as non-executive director for a period of four years.	Management	FOR	FOR
7. Appointment of Mr. Peter L. Juhas as the person referred to in article 16, paragraph 8 of the Company’s articles of association.
8. Appointment of KPMG Accountants N.V. for the audit of the Company’s annual accounts.	Management	FOR	FOR
9A. Authorization of the Board of Directors to issue shares and to grant rights to subscribe for shares.	Management	FOR	FOR
9B. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 9(a)	Management	FOR	FOR
9C. Authorization of the Board of Directors to issue additional shares and to grant additional rights to subscribe for shares.	Management	FOR	FOR
9D. Authorization of the Board of Directors to limit or exclude pre-emptive rights in relation to agenda item 9(c).	Management	FOR	FOR
10A. Authorization of the Board of Directors to repurchase shares.	Management	FOR	FOR
10B. Conditional authorization of the Board of Directors to repurchase shares.	Management	FOR	FOR
11. Reduction of capital through cancellation of shares.	Management	FOR	FOR

 

 

Issuer: The Progressive Corporation	CUSIP: 743315103
Ticker: PGR
Meeting Date: 5/13/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Philip Bleser as a director of the company.	Management	FOR	FOR
1B. Election of Stuart B. Burgdoerfer as a director of the company.	Management	FOR	FOR
1C. Election of Pamela J. Craig as a director of the company.	Management	FOR	FOR
1D. Election of Charles A. Davis as a director of the company.	Management	FOR	FOR
1E. Election of Roger N. Farah as a director of the company.	Management	FOR	FOR
1F. Election of Lawton W. Fitt as a director of the company.	Management	FOR	FOR
1G. Election of Susan Patricia Griffith as a director of the company.	Management	FOR	FOR
1H. Election of Devin C. Johnson as a director of the company.	Management	FOR	FOR
1I. Election of Jeffrey D. Kelly as a director of the company.	Management	FOR	FOR
1J. Election of Barbara R. Snyder as a director of the company.	Management	FOR	FOR
1K. Election of Jan E. Tighe as a director of the company.	Management	FOR	FOR
1L. Election of Kahina Van Dyke as a director of the company.	Management	FOR	FOR
2. Approve The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan.	Management	FOR	FOR
3. Advisory vote to approve the executive compensation program.	Management	FOR	FOR
4. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2022.	Management	FOR	FOR

 

 

Issuer: Motorola Solutions, Inc.	CUSIP: 620076307
Ticker: MSI
Meeting Date: 5/17/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Gregory Q. Brown as a director of the company.	Management	FOR	FOR
1B. Election of Kenneth D. Denman as a director of the company.	Management	FOR	FOR
1C. Election of Egon P. Durban as a director of the company.	Management	FOR	FOR
1D. Election of Ayanna M. Howard as a director of the company.	Management	FOR	FOR
1E. Election of Clayton M. Jones as a director of the company.	Management	FOR	FOR
1F. Election of Judy C. Lewent as a director of the company.	Management	FOR	FOR
1G. Election of Gregory K. Mondre as a director of the company.	Management	FOR	FOR
1H. Election of Joseph M. Tucci as a director of the company.	Management	FOR	FOR
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022.	Management	FOR	FOR
3. Advisory approval of the Company’s executive compensation.	Management	FOR	FOR
4. Approval of the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015.	Management	FOR	FOR

 

Issuer: The Charles Schwab Corporation	CUSIP: 808513105
Ticker: SCHW
Meeting Date: 5/17/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of John K. Adams, Jr. as a director of the company.	Management	FOR	FOR
1B. Election of Stephen A. Ellis as a director of the company.	Management	FOR	FOR
1C. Election of Brian M. Levitt as a director of the company.	Management	FOR	FOR
1D. Election of Arun Sarin as a director of the company.
1E. Election of Charles R. Schwab as a director of the company.
1F. Election of Paula A. Sneed as a director of the company.
2. Approval of amendments to Certificate of Incorporation and Bylaws to declassify the board of directors.	Management	FOR	FOR
3. Ratification of the selection of Deloitte & Touche LLP as independent auditors.	Management	FOR	FOR
4. Advisory vote to approve named executive officer compensation.	Management	FOR	FOR
5. Approval of the 2022 Stock Incentive Plan.	Management	FOR	FOR
6. Approval of the board’s proposal to amend Bylaws to adopt proxy access.	Management	FOR	FOR
7. Stockholder proposal requesting to Bylaws to adopt proxy access.	Stockholder	Against	FOR
8. Stockholder proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures, and participation in organizations engaged in lobbying.	Stockholder	Against	FOR

 

 

Issuer: Rayonier Inc.	CUSIP: 754907103
Ticker: RYN
Meeting Date: 5/19/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Dod A. Fraser as a director of the company.	Management	FOR	FOR
1B. Election of Keith E. Bass as a director of the company.	Management	FOR	FOR
1C. Election of Scott R. Jones as a director of the company.	Management	FOR	FOR
1D. Election of V. Larkin Martin as a director of the company.	Management	FOR	FOR
1E. Election of Meridee A. Moore as a director of the company.	Management	FOR	FOR
1F. Election of Ann C. Nelson as a director of the company.	Management	FOR	FOR
1G. Election of David L. Nunes as a director of the company.	Management	FOR	FOR
1H. Election of Matthew J. Rivers as a director of the company.	Management	FOR	FOR
1I. Election of Andrew G. Wiltshire as a director of the company.	Management	FOR	FOR
2. Approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement.	Management	FOR	FOR
3. Ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2022.	Management	FOR	FOR

 

Issuer: Intel Corporation	CUSIP: 458140100
Ticker: INTC
Meeting Date: 5/12/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Patrick P. Gelsinger as a director of the company.	Management	FOR	FOR
1B. Election of James J. Goetz as a director of the company.
1C. Election of Andrea J. Goldsmith as a director of the company.	Management	FOR	FOR
1D. Election of Alyssa H. Henry as a director of the company.	Management	FOR	FOR
1E. Election of Omar Ishrak as a director of the company.	Management	FOR	FOR
1F. Election of Risa Lavizzo-Mourey as a director of the company.	Management	FOR	FOR
1G. Election of Tsu-Jae King Liu as a director of the company.	Management	FOR	FOR
1H. Election of Gregory D. Smith as a director of the company.	Management	FOR	FOR
1I. Election of Dion J. Weisler as a director of the company.	Management	FOR	FOR
1J. Election of Frank D. Yeary as a director of the company.	Management	FOR	FOR
2. Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for 2022.	Management	FOR	FOR
3. Advisory vote to approve executive compensation of listed officers.	Management	FOR	FOR
4. Approval of amendment and restatement of the 2006 Equity Incentive Plan	Management	FOR	FOR
5. Stockholder proposal requesting amendment to the company’s stockholder special meeting right, if properly presented at the meeting.	Stockholder	Against	FOR
6. Stockholder proposal requesting a third-party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting.	Stockholder	Against	FOR

 

 

Issuer: JPMorgan Chase & Co.	CUSIP: 46625H100
Ticker: JPM
Meeting Date: 5/17/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Linda B. Bammann as a director of the company.	Management	FOR	FOR
1B. Election of Stephen B. Burke as a director of the company.	Management	FOR	FOR
1C. Election of Todd A. Combs as a director of the company.	Management	FOR	FOR
1D. Election of James S. Crown as a director of the company.	Management	FOR	FOR
1E. Election of James Dimon as a director of the company.	Management	FOR	FOR
1F. Election of Timothy P. Flynn as a director of the company.	Management	FOR	FOR
1G. Election of Mellody Hobson as a director of the company.	Management	FOR	FOR
1H. Election of Michael A. Neal as a director of the company.	Management	FOR	FOR
1I. Election of Phoebe N. Novakovic as a director of the company.	Management	FOR	FOR
1J. Election of Virginia M. Rometty as a director of the company.	Management	FOR	FOR
2. Advisory resolution to approve executive compensation.	Management	FOR	FOR
3. Ratification of independent registered public accounting firm.	Management	FOR	FOR
4. Stockholder proposal re: fossil fuel financing.	Stockholder	Against	FOR
5. Stockholder proposal re: special shareholder meeting improvement.	Stockholder	Against	FOR
6. Stockholder proposal re: independent board chairman.	Stockholder	Against	FOR
7. Stockholder proposal re: board diversity resolution.	Stockholder	Against	FOR
8. Stockholder proposal re: conversion to a public benefit corporation..	Stockholder	Against	FOR
9. Stockholder proposal re: report on setting absolute contraction targets.	Stockholder	Against	FOR

 

Issuer: Amazon.com, Inc.	CUSIP: 023135106
Ticker: AMZN
Meeting Date: 5/25/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1a. Election of Jeffrey P. Bezos as a director of the company.	Management	FOR	FOR
1b. Election of Andrew R. Jassy as a director of the company.	Management	FOR	FOR
1c. Election of Keith B. Alexander as a director of the company.	Management	FOR	FOR
1d. Election of Edith W. Cooper as a director of the company.	Management	FOR	FOR
1e. Election of Jamie S. Gorelick as a director of the company.	Management	FOR	FOR
1f. Election of Daniel P. Huttenlocher as a director of the company.	Management	FOR	FOR
1g. Election of Judith A. McGrath as a director of the company.	Management	FOR	FOR
1h. Election of Indra K. Nooyi as a director of the company.	Management	FOR	FOR
1i. Election of Jonathan J. Rubinstein as a director of the company.	Management	FOR	FOR
1j. Election of Patricia Q. Stonesifer as a director of the company.	Management	FOR	FOR
1k. Election of Wendell P. Weeks as a director of the company.	Management	FOR	FOR
2. Ratification of the appointment of Ernst & Young LLP as independent auditors.	Management	FOR	FOR
3. Advisory vote to approve executive compensation.	Management	FOR	FOR
4. Approval of an amendment to the Company’s restated certificate of incorporation to effect a 20-for-1 split of the Company’s common stock and a proportionate increase in the number of authorized shares of common stock.	Management	FOR	FOR
5. Stockholder proposal requesting a report on retirement plan options.	Stockholder	Against	FOR
6. Stockholder proposal requesting a report on customer due diligence.	Stockholder	Against	FOR
7. Stockholder proposal requesting an alternative director candidate policy.	Stockholder	Against	FOR
8. Stockholder proposal requesting a report on packaging materials.	Stockholder	Against	FOR
9. Stockholder proposal requesting a report worker health and safety differences.	Stockholder	Against	FOR
10. Stockholder proposal requesting additional reporting on risks associated with the use of certain contract clauses.	Stockholder	Against	FOR
11. Stockholder proposal requesting a report on charitable contributions.	Stockholder	Against	FOR
12. Stockholder proposal requesting alternative tax reporting.	Stockholder	Against	FOR
13. Stockholder proposal requesting additional reporting on freedom of association.	Stockholder	Against	FOR
14. Stockholder proposal requesting additional reporting on lobbying.	Stockholder	Against	FOR
15. Stockholder proposal requesting a policy requiring more director candidates than board seats.	Stockholder	Against	FOR
16. Stockholder proposal requesting a report on warehouse working conditions.	Stockholder	Against	FOR
17. Stockholder proposal requesting additional reporting on gender/racial pay.	Stockholder	Against	FOR
18. Stockholder proposal requesting a diversity and equity audit.	Stockholder	Against	FOR
19. Stockholder proposal requesting a report on customer use of certain technologies.	Stockholder	Against	FOR

 

 

Issuer: Merck & Co., Inc.	CUSIP: 58933Y105
Ticker: MRK
Meeting Date: 5/24/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1A. Election of Douglas M. Baker, Jr. as a director of the company.	Management	FOR	FOR
1B. Election of Mary Ellen Coe as a director of the company.	Management	FOR	FOR
1C. Election of Pamela J. Craig as a director of the company.	Management	FOR	FOR
1D. Election of Robert M. Davis as a director of the company.	Management	FOR	FOR
1E. Election of Kenneth C. Fraizer as a director of the company.	Management	FOR	FOR
1F. Election of Thomas H. Glocer as a director of the company.	Management	FOR	FOR
1G. Election of Risa Lavizzo-Mourey, M.D. as a director of the company.	Management	FOR	FOR
1H. Election of Stephen L. Mayo, M.D. as a director of the company.	Management	FOR	FOR
1I. Election of Paul B. Rothman, M.D. as a director of the company.	Management	FOR	FOR
1J. Election of Patricia F. Russo as a director of the company.	Management	FOR	FOR
1K. Election of Christine E. Seidman, M.D. as a director of the company.	Management	FOR	FOR
1L. Election of Inge G. Thulin as a director of the company.	Management	FOR	FOR
1M. Election of Kathy J. Warden as a director of the company.	Management	FOR	FOR
1N. Election of Peter C. Wendell as a director of the company.	Management	FOR	FOR
2. Non-binding advisory vote to approve the compensation of named executive officers.	Management	FOR	FOR
3. Ratification of the appointment of the Company’s independent registered public accounting firm for 2022.	Management	FOR	FOR
4. Stockholder proposal concerning independent board chairman.	Stockholder	Against	FOR
5. Stockholder proposal regarding access to COVID-19 products.	Stockholder	Against	FOR
6. Stockholder proposal regarding lobbying expenditure disclosure.	Stockholder	Against	FOR

 

 

Issuer: Hess Corporation	CUSIP: 42809H107
Ticker: HES
Meeting Date: 5/25/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1a. Election of Director T.J. Checki to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1b. Election of Director L.S. Coleman, Jr. to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1c. Election of Director L. Glatch to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1d. Election of Director J.B. Hess to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1e. Election of Director E.E. Holiday to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1f. Election of Director M.S. Lipschultz to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1g. Election of Director R.J. McGuire to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1h. Election of Director D. McManus to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1i. Election of Director K.O. Myers to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1j. Election of Director K.F. Ovelmen to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1k. Election of Director J.H. Quigley to serve for a one-year term expiring in 2023.	Management	FOR	FOR
1l. Election of Director W.G. Schrader to serve for a one-year term expiring in 2023.	Management	FOR	FOR
2. Advisory vote to approve the compensation of named executive officers.	Management	FOR	FOR
3. Ratification of the selection of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2021.	Management	FOR	FOR

 

Issuer: Roper Technologies, Inc.	CUSIP: 776696106
Ticker: ROP
Meeting Date: 6/15/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1.1. Election of Shellye L. Archambeau as a director of the company.	Management	FOR	FOR
1.2. Election of Amy Woods Brinkley as a director of the company.	Management	FOR	FOR
1.3. Election of Irene M. Estevees as a director of the company.	Management	FOR	FOR
1.4. Election of L. Neil Hunn as a director of the company.	Management	FOR	FOR
1.5. Election of Robert D. Johnson as a director of the company.	Management	FOR	FOR
1.6. Election of Thomas P. Joyce, Jr. as a director of the company.	Management	FOR	FOR
1.7. Election of Laura G. Thatcher as a director of the company.	Management	FOR	FOR
1.8. Election of Richard F. Wallman as a director of the company.	Management	FOR	FOR
1.9. Election of Christopher Wright as a director of the company.	Management	FOR	FOR
2. Advisory vote to approve the compensation of named executive officers.	Management	FOR	FOR
3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022.	Management	FOR	FOR

 

 

Issuer: Kennedy-Wilson Holdings, Inc.	CUSIP: 489398107
Ticker: KW
Meeting Date: 6/9/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1.1. Election of Trevor Bowen as a director of the company.	Management	FOR	FOR
1.2. Election of Cathy Hendrickson as a director of the company.	Management	FOR	FOR
1.3. Election of Stanley R. Zax as a director of the company.	Management	FOR	FOR
2. To approve an amendment to the Company’s Second Amendment and Restated 2009 Equity Participation Plan to, among other things, increase the number of shares of the Company’s common stock that may be issued thereunder by an additional 3,000,000 shares.	Management	FOR	FOR
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.	Management	FOR	FOR
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.	Management	FOR	FOR

 

Issuer: Alphabet Inc.	CUSIP: 02079K305
Ticker: GOOGL
Meeting Date: 6/1/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1a. Election of Larry Page as a director of the company.	Management	FOR	FOR
1b. Election of Sergey Brin as a director of the company.	Management	FOR	FOR
1c. Election of Sundar Pichai as a director of the company.	Management	FOR	FOR
1d. Election of John L. Hennessy as a director of the company.	Management	FOR	FOR
1e. Election of Frances H. Arnold as a director of the company.	Management	FOR	FOR
1f. Election of L. John Doerr as a director of the company.	Management	FOR	FOR
1g. Election of Roger W. Ferguson, Jr. as a director of the company.	Management	FOR	FOR
1h. Election of Ann Mather as a director of the company.	Management	FOR	FOR
1i. Election of K. Ram Shriram as a director of the company.	Management	FOR	FOR
1j. Election of Robin L. Washington as a director of the company.	Management	FOR	FOR
2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2022.	Management	FOR	FOR
3. The Amendment of Alphabet’s 2021 Stock Plan to increase the share reserve by 4,000,000 shares of Class C capital stock.	Management	FOR	FOR
4. The amendment of Alphabet’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares.	Management	FOR	FOR
5. Stockholder proposal regarding a lobbying report, if properly presented at the meeting.	Stockholder	Against	FOR
6. Stockholder proposal regarding a climate lobbying report, if properly presented at the meeting.	Stockholder	Against	FOR
7. Stockholder proposal regarding a report on physical risks of climate change, if properly presented at the meeting.	Stockholder	Against	FOR
8. Stockholder proposal regarding a report on water management risks, if properly presented at the meeting.	Stockholder	Against	FOR
9. Stockholder proposal regarding a racial equity audit, if properly presented at the meeting.	Stockholder	Against	FOR
10. Stockholder proposal regarding a report on concealment clauses, if properly presented at the meeting.	Stockholder	Against	FOR
11. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting.	Stockholder	Against	FOR
12. Stockholder proposal regarding a report on government takedown requests, if properly presented at the meeting.	Stockholder	Against	FOR
13. Stockholder proposal regarding a human rights assessment of data center siting, if properly presented at the meeting.	Stockholder	Against	FOR
14. Stockholder proposal regarding a report on data collection, privacy, and security, if properly presented at the meeting.	Stockholder	Against	FOR
15. Stockholder proposal regarding algorithm disclosures, if properly presented at the meeting.	Stockholder	Against	FOR
16. Stockholder proposal regarding misinformation and disinformation, if properly presented at the meeting.	Stockholder	Against	FOR
17. Stockholder proposal regarding a report on external costs of disinformation, if properly presented at the meeting.	Stockholder	Against	FOR
18. Stockholder proposal regarding a report on board diversity, if properly presented at the meeting.	Stockholder	Against	FOR
19. Stockholder proposal regarding the establishment of an environmental sustainability board committee if properly presented at the meeting.	Stockholder	Against	FOR
20. Stockholder proposal regarding a policy on non-management employee representative director, if properly presented at the meeting.	Stockholder	Against	FOR
21. Stockholder proposal regarding a report on policies regarding military and militarized policing agencies, if properly presented at the meeting.	Stockholder	Against	FOR

 

 

Issuer: Meta Platforms, Inc.	CUSIP: 30303M102
Ticker: FB
Meeting Date: 5/25/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1-A. Election of Peggy Alford as a director of the company.	Management	FOR	FOR
1-B. Election of Marc L. Andreessen as a director of the company.	Management	FOR	FOR
1-C. Election of Andrew W. Houston as a director of the company.	Management	FOR	FOR
1-D. Election of Nancy Killefer as a director of the company.	Management	FOR	FOR
1-E. Election of Robert M. Kimmitt as a director of the company.	Management	FOR	FOR
1-F. Election of Sheryl K. Sandberg as a director of the company.	Management	FOR	FOR
1-G. Election of Tracey T. Travis as a director of the company.	Management	FOR	FOR
1-H. Election of Tony Xu as a director of the company.	Management	FOR	FOR
1-I. Election of Mark Zuckerberg as a director of the company.	Management	FOR	FOR
2. To ratify the appointment of Ernst & Young as Facebook, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022.	Management	FOR	FOR
3. To approve on a non-binding advisory basis, the compensation program for Meta Platforms, Inc.’s named executive officers as disclosed in Meta Platforms, Inc.’s proxy statement.	Management	FOR	FOR
4. Stockholder proposal regarding dual class capital structure.	Stockholder	Against	FOR
5. Stockholder proposal regarding an independent chair.	Stockholder	Against	FOR
6. Stockholder proposal regarding concealment clauses.	Stockholder	Against	FOR
7. Stockholder proposal regarding report on external costs of misinformation.	Stockholder	Against	FOR
8. Stockholder proposal regarding report on community standards enforcement.	Stockholder	Against	FOR
9. Stockholder proposal regarding report and advisory vote on the metaverse.	Stockholder	Against	FOR
10. Stockholder proposal regarding human rights impact assessment.	Stockholder	Against	FOR
11. Stockholder proposal regarding child sexual exploitation online.	Stockholder	Against	FOR
12. Stockholder proposal regarding civil rights and non-discrimination audit.	Stockholder	Against	FOR
13. Stockholder proposal regarding report on lobbying.	Stockholder	Against	FOR
14. Stockholder proposal regarding assessment of audit & risk oversight committee.	Stockholder	Against	FOR
15. Stockholder proposal regarding report on charitable donations.	Stockholder	Against	FOR

 

 

Issuer: AON PLC	CUSIP: G0403H108
Ticker: AON
Meeting Date: 6/17/22

  

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1a. Election of Lester B. Knight as a director of the company.	Management	FOR	FOR
1b. Election of Gregory C. Case as a director of the company.	Management	FOR	FOR
1c. Election of Jin-Yong Cai as a director of the company.	Management	FOR	FOR
1d. Election of Jeffrey C. Campbell as a director of the company.	Management	FOR	FOR
1e. Election of Fulvio Conti as a director of the company.	Management	FOR	FOR
1f. Election of Cheryl A. Francis as a director of the company.	Management	FOR	FOR
1g. Election of J. Michael Losh as a director of the company.	Management	FOR	FOR
1h. Election of Richard C. Notebaert as a director of the company.	Management	FOR	FOR
1i. Election of Gloria Santona as a director of the company.	Management	FOR	FOR
1j. Election of Byron O. Spruell as a director of the company.	Management	FOR	FOR
1k. Election of Carolyn Y. Woo as a director of the company.	Management	FOR	FOR
2. Advisory vote to approve the compensation of the Company’s named executive officers.	Management	FOR	FOR
3. Ratify the appointment Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.	Management	FOR	FOR
4. Re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law.	Management	FOR	FOR
5. Authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants, in its capacity as the Company’s statutory auditor under Irish law.	Management	FOR	FOR
6. Amend Article 190 of the Company’s Articles of Association.	Management	FOR	FOR
7. Authorize the Board to capitalize certain of the Company’s non-distributable reserves.	Management	FOR	FOR
8. Approve the creation of distributable profits by the reduction and cancellation of the amounts capitalized pursuant to the authority given under Proposal 7.	Management	FOR	FOR

 

 

Issuer: Mercadolibre, Inc.	CUSIP: 58733R102
Ticker: MELI
Meeting Date: 6/8/22

 

Matter Voted On	Proposed By	Fund Vote	For/ Against Mgt.
1-A. Election of Richard Sanders as a director of the company.	Management	FOR	FOR
1-B. Election of Emilano Calemzuk as a director of the company.	Management	FOR	FOR
1-B. Election of Marcos Galperin as a director of the company.	Management	FOR	FOR
1-B. Election of A.M.Petroni Merhy as a director of the company.	Management	FOR	FOR
2. To approve, on an advisory basis, the compensation of named executive officers for the year 2021.	Management	FOR	FOR
3. Ratification of the appointment of Pistelli, Henry Martin y Associados S.R.L., a member of Ernst & Young Global Limited as independent registered public accounting firm for the fiscal year ending December 31, 2022.	Management	FOR	FOR

 

   

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.

 

(Registrant) Central Securities Corporation

 

By (Signature and Title)	/s/John C. Hill
	John C. Hill
	Chief Executive Officer
Date: August 12, 2022