UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-01728
Nicholas Fund, Inc. ------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 700 North Water Street Milwaukee, Wisconsin 53202 ------------------------------------------------------------------------- (Address of principal executive offices) Jeffrey T. May 700 North Water Street Milwaukee, Wisconsin 53202 ------------------------------------------------------------------------- (Name and address of agent for service)
Registrant's telephone number, including area code: 414-272-4650 Date of Fiscal year-end: 03/31/2010 Date of reporting period: 07/01/2008 - 06/30/2009
Item 1. Proxy Voting Record
Account Name: Nicholas Fund, Inc.
AFFILIATED MANAGERS GROUP, INC.
Ticker: AMG Security ID: 008252108
Meeting Date: JUN 9, 2009 Meeting Type: Annual
Record Date: APR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard E. Floor For For Management
1.2 Elect Director Sean M. Healey For For Management
1.3 Elect Director Harold J. Meyerman For Withhold Management
1.4 Elect Director William J. Nutt For For Management
1.5 Elect Director Rita M. Rodriguez For For Management
1.6 Elect Director Patrick T. Ryan For Withhold Management
1.7 Elect Director Jide J. Zeitlin For Withhold Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ALCON INC.
Ticker: ACL Security ID: H01301102
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 19, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF THE 2008 ANNUAL REPORT AND For For Management
ACCOUNTS OF ALCON, INC.AND THE 2008
CONSOLIDATED FINANCIAL STATEMENTS OF
ALCON, INC.AND SUBSIDIARIES
2 APPROPRIATION OF AVAILABLE EARNINGS AND For For Management
PROPOSED DIVIDEND TOSHAREHOLDERS FOR
THE FINANCIAL YEAR 2008
3 DISCHARGE OF THE MEMBERS OF THE BOARD For For Management
OF DIRECTORS FOR THEFINANCIAL YEAR 2008
4 ELECTION OF KPMG AG, ZUG, AS GROUP AND For For Management
PARENT COMPANY AUDITORS
5 ELECTION OF OBT AG, ZURICH, AS SPECIAL For For Management
AUDITORS
6 ELECTION TO THE BOARD OF DIRECTORS: For For Management
KEVIN BUEHLER
7 ELECTION TO THE BOARD OF DIRECTORS: For Against Management
PAUL BULCKE
8 ELECTION TO THE BOARD OF DIRECTORS: For For Management
JOAN MILLER, M.D.
9 ELECTION TO THE BOARD OF DIRECTORS: For Against Management
HERMANN WIRZ
10 APPROVAL OF SHARE CANCELLATION For For Management
11 EDITORIAL AMENDMENTS TO THE ARTICLES OF For For Management
ASSOCIATION
--------------------------------------------------------------------------------
ALLEGHENY ENERGY, INC.
Ticker: AYE Security ID: 017361106
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director H. Furlong Baldwin For For Management
1.2 Elect Director Eleanor Baum For For Management
1.3 Elect Director Paul J. Evanson For For Management
1.4 Elect Director Cyrus F. Freidheim, Jr For For Management
1.5 Elect Director Julia L. Johnson For For Management
1.6 Elect Director Ted J. Kleisner For For Management
1.7 Elect Director Christopher D. Pappas For For Management
1.8 Elect Director Steven H. Rice For For Management
1.9 Elect Director Gunner E. Sarsten For For Management
1.10 Elect Director Michael H. Sutton For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
Special Meetings
--------------------------------------------------------------------------------
ALTRIA GROUP, INC.
Ticker: MO Security ID: 02209S103
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Elizabeth E. Bailey For For Management
2 Elect Director Gerald L. Baliles For For Management
3 Elect Director Dinyar S. Devitre For For Management
4 Elect Director Thomas F. Farrell For For Management
5 Elect Director Robert E. R. Huntley For For Management
6 Elect Director Thomas W. Jones For For Management
7 Elect Director George Munoz For For Management
8 Elect Director Nabil Y. Sakkab For For Management
9 Elect Director Michael E. Szymanczyk For For Management
10 Ratify Auditors For For Management
11 Reduce Tobacco Harm to Health Against Against Shareholder
12 Report on Marketing Practices on the Against Against Shareholder
Poor
13 Adopt Principles for Health Care Reform Against Against Shareholder
14 Adopt Human Rights Protocols for Against For Shareholder
Company and Suppliers
15 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
16 Report on Political Contributions Against For Shareholder
--------------------------------------------------------------------------------
APACHE CORP.
Ticker: APA Security ID: 037411105
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Frederick M. Bohen For For Management
2 Elect Director George D. Lawrence For For Management
3 Elect Director Rodman D. Patton For For Management
4 Elect Director Charles J. Pitman For For Management
--------------------------------------------------------------------------------
APTARGROUP, INC.
Ticker: ATR Security ID: 038336103
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 12, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stefan A. Baustert For For Management
1.2 Elect Director Rodney L. Goldstein For For Management
1.3 Elect Director Leo A. Guthart For For Management
1.4 Elect Director Ralf K. Wunderlich For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
AVON PRODUCTS, INC.
Ticker: AVP Security ID: 054303102
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Don Cornwell For For Management
1.2 Elect Director Edward T. Fogarty For For Management
1.3 Elect Director V. Ann Hailey For For Management
1.4 Elect Director Fred Hassan For Withhold Management
1.5 Elect Director Andrea Jung For For Management
1.6 Elect Director Maria Elena Lagomasino For Withhold Management
1.7 Elect Director Ann S. Moore For Withhold Management
1.8 Elect Director Paul S. Pressler For For Management
1.9 Elect Director Gary M. Rodkin For Withhold Management
1.10 Elect Director Paula Stern For For Management
1.11 Elect Director Lawrence A. Weinbach For For Management
2 Ratify Auditors For For Management
3 Report on Nanomaterial Product Safety Against Against Shareholder
--------------------------------------------------------------------------------
BEMIS COMPANY, INC.
Ticker: BMS Security ID: 081437105
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Bolton For For Management
1.2 Elect Director Barbara L. Johnson For For Management
1.3 Elect Director Paul S. Peercy For For Management
1.4 Elect Director Gene C. Wulf For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Amend Omnibus Stock Plan For For Management
5 Report on Pay Disparity Against Against Shareholder
--------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.
Ticker: BRK.A Security ID: 084670108
Meeting Date: MAY 2, 2009 Meeting Type: Annual
Record Date: MAR 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Warren E. Buffett For For Management
1.2 Elect Director Charles T. Munger For For Management
1.3 Elect Director Howard G. Buffett For For Management
1.4 Elect Director Susan L. Decker For For Management
1.5 Elect Director William H. Gates III For For Management
1.6 Elect Director David S. Gottesman For For Management
1.7 Elect Director Charlotte Guyman For For Management
1.8 Elect Director Donald R. Keough For For Management
1.9 Elect Director Thomas S. Murphy For For Management
1.10 Elect Director Ronald L. Olson For For Management
1.11 Elect Director Walter Scott, Jr. For For Management
2 Prepare Sustainability Report Against For Shareholder
--------------------------------------------------------------------------------
BRIGGS & STRATTON CORP.
Ticker: BGG Security ID: 109043109
Meeting Date: OCT 15, 2008 Meeting Type: Annual
Record Date: AUG 25, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael E. Batten For For Management
1.2 Elect Director Keith R. McLoughlin For For Management
1.3 Elect Director Brian C. Walker For Withhold Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
CARDINAL HEALTH, INC.
Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 5, 2008 Meeting Type: Annual
Record Date: SEP 8, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Colleen F. Arnold For For Management
1.2 Elect Director R. Kerry Clark For For Management
1.3 Elect Director Calvin Darden For For Management
1.4 Elect Director John F. Finn For For Management
1.5 Elect Director Philip L. Francis For For Management
1.6 Elect Director Gregory B. Kenny For For Management
1.7 Elect Director J. Michael Losh For For Management
1.8 Elect Director John B. McCoy For For Management
1.9 Elect Director Richard C. Notebaert For For Management
1.10 Elect Director Michael D. O'Halleran For For Management
1.11 Elect Director David W. Raisbeck For For Management
1.12 Elect Director Jean G. Spaulding For For Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
4 Eliminate Cumulative Voting For For Management
5 Require Advance Notice for Shareholder For For Management
Proposals/Nominations
6 Amend Articles of Incorporation to For For Management
State that Common Shares Have No Stated
Capital
7 Amend Omnibus Stock Plan For For Management
8 Amend Qualified Employee Stock Purchase For For Management
Plan
9 Performance-Based and/or Time-Based Against For Shareholder
Equity Awards
--------------------------------------------------------------------------------
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Ticker: CRL Security ID: 159864107
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 19, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James C. Foster For For Management
1.2 Elect Director Nancy T. Chang For For Management
1.3 Elect Director Stephen D. Chubb For For Management
1.4 Elect Director Deborah T. Kochevar For For Management
1.5 Elect Director George E. Massaro For For Management
1.6 Elect Director George M. Milne, Jr. For For Management
1.7 Elect Director C. Richard Reese For For Management
1.8 Elect Director Douglas E. Rogers For For Management
1.9 Elect Director Samuel O. Thier For For Management
1.10 Elect Director William H. Waltrip For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
CHICAGO BRIDGE & IRON CO.
Ticker: CBI Security ID: 167250109
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 DIRECTOR PHILIP K. ASHERMAN For For Management
1.2 DIRECTOR L. RICHARD FLURY For For Management
1.3 DIRECTOR W. CRAIG KISSEL For For Management
2 TO AUTHORIZE PREPARATION OF OUR DUTCH For For Management
STATUTORY ANNUAL ACCOUNTS AND ANNUAL
REPORT OF OUR MANAGEMENT BOARD IN
ENGLISH LANGUAGE.
3 TO DISCHARGE THE SOLE MEMBER OF OUR For For Management
MANAGEMENT BOARD FROMLIABILITY IN
RESPECT OF THE EXERCISE OF ITS DUTIES.
4 TO DISCHARGE THE MEMBERS OF THE For For Management
SUPERVISORY BOARD FROM LIABILITYIN
RESPECT OF THE EXERCISE OF THEIR
DUTIES.
5 TO APPROVE THE FINAL DIVIDEND IN AN For For Management
AMOUNT OF $0.16 PER SHARE.
6 APPROVE EXTENSION OF AUTHORITY OF OUR For For Management
MANAGEMENT BOARD TO REPURCHASE UP TO
10% OF ISSUED SHARE CAPITAL OF THE
COMPANY.
7 TO APPOINT ERNST & YOUNG LLP AS OUR For For Management
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2009.
8 AMEND ARTICLES OF ASSOCIATION TO For For Management
PROVIDE THAT MANDATORYRETIREMENT DATE
OF DIRECTORS WHO ATTAIN AGE OF
SEVENTY-TWO WILLBE THE DAY ON WHICH
ANNUAL MEETING IS HELD.
9 TO APPROVE THE AMENDMENT OF THE 2008 For Against Management
LONG-TERM INCENTIVE PLAN.
10 TO APPROVE THE AMENDMENT OF THE CHICAGO For For Management
BRIDGE & IRON 2001 EMPLOYEE STOCK
PURCHASE PLAN.
11 APPROVE EXTENSION OF AUTHORITY OF For For Management
SUPERVISORY BOARD TO ISSUE AND/OR GRANT
RIGHTS TO ACQUIRE SHARES, NEVER TO
EXCEED NUMBER OF AUTHORIZED BUT
UNISSUED SHARES.
12 RECEIVE EXPLANATION ON COMPANY'S None None Management
RESERVES AND DIVIDEND POLICY
--------------------------------------------------------------------------------
COHEN & STEERS QUALITY INCOME REATLY FUND, INC.
Ticker: RQI Security ID: 19247L106
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Trustee George Grossman For For Management
1.2 Elect Trustee Robert H. Steers For For Management
1.3 Elect Trustee C. Edward Ward, Jr. For For Management
--------------------------------------------------------------------------------
CONSTELLATION BRANDS, INC.
Ticker: STZ.B Security ID: 21036P108
Meeting Date: JUL 17, 2008 Meeting Type: Annual
Record Date: MAY 23, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barry A. Fromberg For For Management
1.2 Elect Director Jeananne K. Hauswald For For Management
1.3 Elect Director James A. Locke III For Withhold Management
1.4 Elect Director Thomas C. McDermott For For Management
1.5 Elect Director Peter M. Perez For For Management
1.6 Elect Director Richard Sands For For Management
1.7 Elect Director Robert Sands For For Management
1.8 Elect Director Paul L. Smith For For Management
1.9 Elect Director Peter H. Soderberg For For Management
1.10 Elect Director Mark Zupan For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
COPART, INC.
Ticker: CPRT Security ID: 217204106
Meeting Date: DEC 11, 2008 Meeting Type: Annual
Record Date: OCT 16, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Willis J. Johnson For For Management
1.2 Elect Director A. Jayson Adair For For Management
1.3 Elect Director James E. Meeks For For Management
1.4 Elect Director Steven D. Cohan For For Management
1.5 Elect Director Daniel J. Englander For For Management
1.6 Elect Director Barry Rosenstein For For Management
1.7 Elect Director Thomas W. Smith For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
COPART, INC.
Ticker: CPRT Security ID: 217204106
Meeting Date: APR 14, 2009 Meeting Type: Special
Record Date: MAR 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Stock-for-Salary/Bonus Plan For For Management
--------------------------------------------------------------------------------
COVIDIEN LTD.
Ticker: COV Security ID: G2552X108
Meeting Date: MAR 18, 2009 Meeting Type: Annual
Record Date: JAN 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Craig Arnold as Director For For Management
1b Elect Robert H. Brust as Director For For Management
1c Elect John M. Connors, Jr. as Director For For Management
1d Elect Christopher J. Coughlin as For For Management
Director
1e Elect Timothy M. Donahue as Director For For Management
1f Elect Kathy J. Herbert as Director For For Management
1g Elect Randall J. Hogan, III as For For Management
Director
1h Elect Richard J. Meelia as Director For For Management
1i Elect Dennis H. Reilley as Director For For Management
1j Elect Tadataka Yamada as Director For For Management
1k Elect Joseph A. Zaccagnino as Director For For Management
2 Approve Amended and Restated 2007 Stock For For Management
and Incentive Plan
3 Approve Auditors and Authorize Board to For For Management
Fix Their Remuneration
--------------------------------------------------------------------------------
COVIDIEN LTD.
Ticker: COV Security ID: G2552X108
Meeting Date: MAY 28, 2009 Meeting Type: Court
Record Date: APR 17, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reincorporation from Bermuda to For For Management
Ireland through Scheme of Arrangement
2 Approve the Creation of Distributable For For Management
Reserves of Covidien plc
3 Adjourn Meeting For For Management
--------------------------------------------------------------------------------
CURTISS-WRIGHT CORP.
Ticker: CW Security ID: 231561101
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: MAR 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Martin R. Benante For For Management
1.2 Elect Director S. Marce Fuller For For Management
1.3 Elect Director Allen A. Kozinski For For Management
1.4 Elect Director Carl G. Miller For For Management
1.5 Elect Director William B. Mitchell For For Management
1.6 Elect Director John R. Myers For For Management
1.7 Elect Director John B. Nathman For For Management
1.8 Elect Director William W. Sihler For For Management
1.9 Elect Director Albert E. Smith For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
DAVITA INC.
Ticker: DVA Security ID: 23918K108
Meeting Date: JUN 15, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles G. Berg For For Management
1.2 Elect Director Willard W. Brittain, Jr. For For Management
1.3 Elect Director Paul J. Diaz For For Management
1.4 Elect Director Peter T. Grauer For For Management
1.5 Elect Director John M. Nehra For For Management
1.6 Elect Director William L. Roper For For Management
1.7 Elect Director Kent J. Thiry For For Management
1.8 Elect Director Roger J. Valine For For Management
1.9 Elect Director Richard C. Vaughan For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
DELL INC.
Ticker: DELL Security ID: 24702R101
Meeting Date: JUL 18, 2008 Meeting Type: Annual
Record Date: MAY 23, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Donald J. Carty For For Management
1.2 Elect Director Michael S. Dell For For Management
1.3 Elect Director William H. Gray, III For For Management
1.4 Elect Director Sallie L. Krawcheck For For Management
1.5 Elect Director Alan (A.G.) Lafley For For Management
1.6 Elect Director Judy C. Lewent For For Management
1.7 Elect Director Thomas W. Luce, III For For Management
1.8 Elect Director Klaus S. Luft For For Management
1.9 Elect Director Alex J. Mandl For For Management
1.10 Elect Director Michael A. Miles For For Management
1.11 Elect Director Samuel A. Nunn, Jr. For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Reimburse Proxy Expenses Against Against Shareholder
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
--------------------------------------------------------------------------------
DINEEQUITY, INC.
Ticker: DIN Security ID: 254423106
Meeting Date: MAY 12, 2009 Meeting Type: Annual
Record Date: APR 1, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director H. Frederick Christie For For Management
1.2 Elect Director Richard J. Dahl For For Management
1.3 Elect Director Patrick W. Rose For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
EMCOR GROUP, INC.
Ticker: EME Security ID: 29084Q100
Meeting Date: JUN 16, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Frank T. MacInnis For For Management
1.2 Elect Director Stephen W. Bershad For For Management
1.3 Elect Director David A.B. Brown For For Management
1.4 Elect Director Larry J. Bump For For Management
1.5 Elect Director Albert Fried, Jr. For For Management
1.6 Elect Director Richard F. Hamm, Jr. For For Management
1.7 Elect Director David H. Laidley For For Management
1.8 Elect Director Jerry E. Ryan For For Management
1.9 Elect Director Michael T. Yonker For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
FISERV, INC.
Ticker: FISV Security ID: 337738108
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director D. P. Kearney For For Management
1.2 Elect Director P. J. Kight For For Management
1.3 Elect Director J. W. Yabuki For For Management
2 Amend Qualified Employee Stock Purchase For For Management
Plan
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
FORTUNE BRANDS, INC.
Ticker: FO Security ID: 349631101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce A. Carbonari For For Management
1.2 Elect Director Ann F. Hackett For For Management
1.3 Elect Director David M. Thomas For For Management
1.4 Elect Director Ronald V. Waters, III For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Reduce Supermajority Vote Requirement Against For Shareholder
--------------------------------------------------------------------------------
GENERAL DYNAMICS CORP.
Ticker: GD Security ID: 369550108
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Nicholas D. Chabraja For For Management
2 Elect Director James S. Crown For For Management
3 Elect Director William P. Fricks For For Management
4 Elect Director Jay L. Johnson For For Management
5 Elect Director George A. Joulwan For For Management
6 Elect Director Paul G. Kaminski For For Management
7 Elect Director John M. Keane For For Management
8 Elect Director Deborah J. Lucas For For Management
9 Elect Director Lester L. Lyles For For Management
10 Elect Director J. Christopher Reyes For For Management
11 Elect Director Robert Walmsley For For Management
12 Approve Omnibus Stock Plan For For Management
13 Approve Nonqualified Employee Stock For For Management
Purchase Plan
14 Ratify Auditors For For Management
15 Report on Space-based Weapons Program Against Against Shareholder
16 Adopt a Policy in which the Company Against For Shareholder
will not Make or Promise to Make Any
Death Benefit Payments to Senior
Executives
--------------------------------------------------------------------------------
GILEAD SCIENCES, INC.
Ticker: GILD Security ID: 375558103
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Berg For For Management
1.2 Elect Director John F. Cogan For For Management
1.3 Elect Director Etienne F. Davignon For For Management
1.4 Elect Director James M. Denny For For Management
1.5 Elect Director Carla A. Hills For For Management
1.6 Elect Director John W. Madigan For For Management
1.7 Elect Director John C. Martin For For Management
1.8 Elect Director Gordon E. Moore For For Management
1.9 Elect Director Nicholas G. Moore For For Management
1.10 Elect Director Richard J. Whitley For For Management
1.11 Elect Director Gayle E. Wilson For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
--------------------------------------------------------------------------------
HEWITT ASSOCIATES, INC.
Ticker: HEW Security ID: 42822Q100
Meeting Date: FEB 4, 2009 Meeting Type: Annual
Record Date: DEC 8, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William J. Conaty For For Management
1.2 Elect Director Michele M. Hunt For For Management
1.3 Elect Director Cary D. McMillan For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
INTERFACE, INC.
Ticker: IFSIA Security ID: 458665106
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dianne Dillon-Ridgley For Withhold Management
1.2 Elect Director Dr. June M. Henton For Withhold Management
1.3 Elect Director Christopher G. Kennedy For Withhold Management
1.4 Elect Director K. David Kohler For Withhold Management
1.5 Elect Director Thomas R. Oliver For Withhold Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.
Ticker: JCI Security ID: 478366107
Meeting Date: JAN 21, 2009 Meeting Type: Annual
Record Date: NOV 20, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Dennis W. Archer For For Management
1.2 Elect Director Richard Goodman For For Management
1.3 Elect Director Southwood J. Morcott For For Management
2 Ratify Auditors For For Management
3 Adopt Policy to Obtain Shareholder Against For Shareholder
Approval of Survivor Benefits
--------------------------------------------------------------------------------
JOS. A. BANK CLOTHIERS, INC.
Ticker: JOSB Security ID: 480838101
Meeting Date: JUN 18, 2009 Meeting Type: Annual
Record Date: APR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew A. Giordano For For Management
1.2 Elect Director William E. Herron For For Management
1.3 Elect Director Henry Homes, III For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
--------------------------------------------------------------------------------
KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY
Ticker: KED Security ID: 48660Q102
Meeting Date: JUN 30, 2009 Meeting Type: Annual
Record Date: MAR 30, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William L. Thacker For For Management
1.2 Elect Director Kevin S. McCarthy For For Management
2 Authorize Company to Sell Shares Below For For Management
Net Asset Value
--------------------------------------------------------------------------------
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.
Ticker: KYE Security ID: 48660P104
Meeting Date: JUN 16, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Trustee Steven C. Good For For Management
1.2 Elect Trustee Kevin S. McCarthy For For Management
2 Authorize Company to Sell Shares Below For For Management
Net Asset Value
--------------------------------------------------------------------------------
KAYNE ANDERSON MLP INVESTMENT COMPANY
Ticker: KYN Security ID: 486606106
Meeting Date: JUN 16, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Trustee Kevin S. McCarthy For For Management
2 Authorize Company to Sell Shares Below For For Management
Net Asset Value
--------------------------------------------------------------------------------
KOHL'S CORP.
Ticker: KSS Security ID: 500255104
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 11, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Peter Boneparth For For Management
2 Elect Director Steven A. Burd For For Management
3 Elect Director John F. Herma For For Management
4 Elect Director Dale E. Jones For For Management
5 Elect Director William S. Kellogg For For Management
6 Elect Director Kevin Mansell For For Management
7 Elect Director R. Lawrence Montgomery For For Management
8 Elect Director Frank V. Sica For For Management
9 Elect Director Peter M. Sommerhauser For For Management
10 Elect Director Stephanie A. Streeter For For Management
11 Elect Director Stephen E. Watson For For Management
12 Ratify Auditors For For Management
13 Require a Majority Vote for the Against For Shareholder
Election of Directors
--------------------------------------------------------------------------------
LEUCADIA NATIONAL CORP.
Ticker: LUK Security ID: 527288104
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ian M. Cumming For For Management
1.2 Elect Director Paul M. Dougan For For Management
1.3 Elect Director Alan J. Hirschfield For For Management
1.4 Elect Director James E. Jordan For For Management
1.5 Elect Director Jeffrey C. Keil For For Management
1.6 Elect Director J. Clyde Nichols, III For For Management
1.7 Elect Director Michael Sorkin For For Management
1.8 Elect Director Joseph S. Steinberg For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
LINCOLN ELECTRIC HOLDINGS, INC.
Ticker: LECO Security ID: 533900106
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Harold L. Adams For For Management
1.2 Elect Director Robert J. Knoll For For Management
1.3 Elect Director John M. Stropki, Jr. For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
LOEWS CORP.
Ticker: L Security ID: 540424108
Meeting Date: MAY 12, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director A.E. Berman For For Management
2 Elect Director J.L. Bower For For Management
3 Elect Director C.M. Diker For For Management
4 Elect Director P.J. Fribourg For For Management
5 Elect Director W.L. Harris For Against Management
6 Elect Director P.A. Laskawy For For Management
7 Elect Director K. Miller For For Management
8 Elect Director G.R. Scott For For Management
9 Elect Director A.H. Tisch For For Management
10 Elect Director J.S. Tisch For For Management
11 Elect Director J.M. Tisch For For Management
12 Ratify Auditors For For Management
13 Amend Articles to Simplify and Update For For Management
Charter
14 Provide for Cumulative Voting Against For Shareholder
--------------------------------------------------------------------------------
MARSHALL & ILSLEY CORPORATION
Ticker: MI Security ID: 571837103
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Andrew N. Baur For For Management
1.2 Elect Director Jon F. Chait For For Management
1.3 Elect Director John W. Daniels, Jr. For Withhold Management
1.4 Elect Director Mark F. Furlong For For Management
1.5 Elect Director Ted D. Kellner For For Management
1.6 Elect Director Dennis J. Kuester For For Management
1.7 Elect Director David J. Lubar For For Management
1.8 Elect Director Katharine C. Lyall For For Management
1.9 Elect Director John A. Mellowes For For Management
1.10 Elect Director San W. Orr, Jr. For For Management
1.11 Elect Director Robert J. O'Toole For For Management
1.12 Elect Director Peter M. Platten, III For For Management
1.13 Elect Director John S. Shiely For For Management
1.14 Elect Director George E. Wardeberg For For Management
1.15 Elect Director James B. Wigdale For For Management
2 Approve Qualified Employee Stock For For Management
Purchase Plan
3 Approve Omnibus Stock Plan For Against Management
4 Ratify Auditors For For Management
5 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
6 Require a Majority Vote for the Against For Shareholder
Election of Directors
--------------------------------------------------------------------------------
MCMORAN EXPLORATION CO.
Ticker: MMR Security ID: 582411104
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 14, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard C. Adkerson For For Management
1.2 Elect Director Robert A. Day For For Management
1.3 Elect Director Gerald J. Ford For For Management
1.4 Elect Director H. Devon Graham, Jr. For For Management
1.5 Elect Director Suzanne T. Mestayer For For Management
1.6 Elect Director James R. Moffett For For Management
1.7 Elect Director B. M. Rankin, Jr. For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
METTLER-TOLEDO INTERNATIONAL INC.
Ticker: MTD Security ID: 592688105
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F. Spoerry For For Management
1.2 Elect Director Wah-Hui Chu For For Management
1.3 Elect Director Francis A. Contino For For Management
1.4 Elect Director Olivier A. Filliol For For Management
1.5 Elect Director Michael A. Kelly For For Management
1.6 Elect Director Hans Ulrich Maerki For For Management
1.7 Elect Director George M. Milne For For Management
1.8 Elect Director Thomas P. Salice For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
MGIC INVESTMENT CORP.
Ticker: MTG Security ID: 552848103
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Karl E. Case For For Management
1.2 Elect Director Curt S. Culver For For Management
1.3 Elect Director William A. McIntosh For For Management
1.4 Elect Director Leslie M. Muma For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
O'REILLY AUTOMOTIVE, INC.
Ticker: ORLY Security ID: 686091109
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles H. O'Reilly, Jr For Withhold Management
1.2 Elect Director John Murphy For For Management
1.3 Elect Director Ronald Rashkow For For Management
2 Ratify Auditors For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Approve Omnibus Stock Plan For Against Management
--------------------------------------------------------------------------------
OSHKOSH CORP.
Ticker: OSK Security ID: 688239201
Meeting Date: FEB 3, 2009 Meeting Type: Annual
Record Date: DEC 9, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. William Andersen For For Management
1.2 Elect Director Robert G. Bohn For For Management
1.3 Elect Director Richard M. Donnelly For For Management
1.4 Elect Director F.M. Franks, Jr. For For Management
1.5 Elect Director Michael W. Grebe For For Management
1.6 Elect Director Kathleen J. Hempel For For Management
1.7 Elect Director Harvey N. Medvin For For Management
1.8 Elect Director J. Peter Mosling, Jr. For For Management
1.9 Elect Director Craig P. Omtvedt For For Management
1.10 Elect Director Timothy J. Roemer For For Management
1.11 Elect Director Richard G. Sim For For Management
1.12 Elect Director Charles L. Szews For For Management
2 Approve Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Reincorporate in Another State from Against Against Shareholder
Wisconsin to North Dakota
--------------------------------------------------------------------------------
PENSKE AUTOMOTIVE GROUP, INC.
Ticker: PAG Security ID: 70959W103
Meeting Date: APR 30, 2009 Meeting Type: Annual
Record Date: MAR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John D. Barr For For Management
1.2 Elect Director Michael R. Eisenson For For Management
1.3 Elect Director Hiroshi Ishikawa For For Management
1.4 Elect Director Robert H. Kurnick, Jr. For For Management
1.5 Elect Director William J. Lovejoy For For Management
1.6 Elect Director Kimberly J. McWaters For For Management
1.7 Elect Director Lucio A. Noto For For Management
1.8 Elect Director Roger S. Penske For For Management
1.9 Elect Director Richard J. Peters For For Management
1.10 Elect Director Ronald G. Steinhart For For Management
1.11 Elect Director H. Brian Thompson For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SALLY BEAUTY HOLDINGS, INC.
Ticker: SBH Security ID: 79546E104
Meeting Date: JAN 22, 2009 Meeting Type: Annual
Record Date: NOV 24, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Kenneth A. Giuriceo For For Management
1.2 Elect Director Robert R. McMaster For For Management
1.3 Elect Director M. Miller De Lombera For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
SCANSOURCE, INC.
Ticker: SCSC Security ID: 806037107
Meeting Date: DEC 4, 2008 Meeting Type: Annual
Record Date: OCT 15, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael L. Baur For Withhold Management
1.2 Elect Director Steven R. Fischer For For Management
1.3 Elect Director James G. Foody For For Management
1.4 Elect Director Michael J. Grainger For For Management
1.5 Elect Director John P. Reilly For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC.
Ticker: STJ Security ID: 790849103
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: MAR 11, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John W. Brown For For Management
1.2 Elect Director Daniel J. Starks For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
STEPAN CO.
Ticker: SCL Security ID: 858586100
Meeting Date: APR 21, 2009 Meeting Type: Annual
Record Date: FEB 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary E. Hendrickson For For Management
1.2 Elect Director Gregory E. Lawton For For Management
2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
--------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.
Ticker: TMO Security ID: 883556102
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Judy C. Lewent For For Management
1.2 Elect Director Peter J. Manning For For Management
1.3 Elect Director Jim P. Manzi For For Management
1.4 Elect Director Elaine S. Ullian For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
VCA ANTECH, INC.
Ticker: WOOF Security ID: 918194101
Meeting Date: JUN 1, 2009 Meeting Type: Annual
Record Date: APR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John M. Baumer For Withhold Management
1.2 Elect Director Frank Reddick For Withhold Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
W.W. GRAINGER, INC.
Ticker: GWW Security ID: 384802104
Meeting Date: APR 29, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Brian P. Anderson For For Management
1.2 Elect Director Wilbur H. Gantz For For Management
1.3 Elect Director V. Ann Hailey For For Management
1.4 Elect Director William K. Hall For For Management
1.5 Elect Director Richard L. Keyser For For Management
1.6 Elect Director Stuart L. Levenick For For Management
1.7 Elect Director John W. McCarter, Jr. For For Management
1.8 Elect Director Neil S. Novich For For Management
1.9 Elect Director Michael J. Roberts For For Management
1.10 Elect Director Gary L. Rogers For For Management
1.11 Elect Director James T. Ryan For For Management
1.12 Elect Director James D. Slavik For For Management
1.13 Elect Director Harold B. Smith For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
WALGREEN CO.
Ticker: WAG Security ID: 931422109
Meeting Date: JAN 14, 2009 Meeting Type: Annual
Record Date: NOV 17, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William C. Foote For For Management
1.2 Elect Director Mark P. Frissora For For Management
1.3 Elect Director Alan G. Mcnally For For Management
1.4 Elect Director Cordell Reed For For Management
1.5 Elect Director Nancy M. Schlichting For For Management
1.6 Elect Director David Y. Schwartz For For Management
1.7 Elect Director Alejandro Silva For For Management
1.8 Elect Director James A. Skinner For For Management
1.9 Elect Director Marilou M. Von Ferstel For For Management
1.10 Elect Director Charles R. Walgreen III For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Require Independent Board Chairman Against For Shareholder
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
--------------------------------------------------------------------------------
WOODWARD GOVERNOR COMPANY
Ticker: WGOV Security ID: 980745103
Meeting Date: JAN 22, 2009 Meeting Type: Annual
Record Date: NOV 24, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Paul Donovan For For Management
1.2 Elect Director Thomas A. Gendron For For Management
1.3 Elect Director John A. Halbrook For For Management
1.4 Elect Director Dr. Ronald M. Sega For For Management
2 Ratify Auditors For For Management
--------------------------------------------------------------------------------
YUM BRANDS, INC.
Ticker: YUM Security ID: 988498101
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David W. Dorman For For Management
1.2 Elect Director Massimo Ferragamo For For Management
1.3 Elect Director J. David Grissom For For Management
1.4 Elect Director Bonnie G. Hill For For Management
1.5 Elect Director Robert Holland, Jr. For For Management
1.6 Elect Director Kenneth G. Langone For For Management
1.7 Elect Director Jonathan S. Linen For For Management
1.8 Elect Director Thomas C. Nelson For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Thomas M. Ryan For For Management
1.11 Elect Director Jing-Shyh S. Su For For Management
1.12 Elect Director Jackie Trujillo For For Management
1.13 Elect Director Robert D. Walter For For Management
2 Ratify Auditors For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Submit Shareholder Rights Plan (Poison Against For Shareholder
Pill) to Shareholder Vote
5 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
6 Report on Sustainability and Food Against Against Shareholder
Safety in the Supply Chain
7 Adopt Principles for Health Care Reform Against Against Shareholder
8 Report on Animal Welfare Policies Against Against Shareholder
--------------------------------------------------------------------------------
Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' are
considered to be have been voted against management's recommendation, regardless of
whether the recommendation is 'For' or 'Against,' except where management has made no
recommendation or has recommended that shareholders 'Abstain.'
Where management has recommended that shareholders 'Abstain' from voting on a ballot item:
1) a ballot market 'Abstain' is considered to have been voted for management's
recommendation to 'Abstain' and 2) a ballot voted 'For" or 'Against' is considered to
have been voted against management's recommendation to 'Abstain.'
Where management has made no recommendation on a ballot item, the abbreviation
"N/A" is used to denote that there is no applicable recommendation compared to
which a vote may be 'For' or 'Against' the recommendation of management.
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) | Nicholas Fund, Inc. |
| By (Signature and Title) | /s/ Albert O. Nicholas |
| Albert O. Nicholas, Principal Executive Officer | |
| Date | 08/28/2009 |