N-PX 1 franknpx.htm

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 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


6 Stacy Court

Parsippany, New Jersey 07054

(Address of principal executive offices)

 (Zip code)


Alfred C. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2007


Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).  The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking notes.


A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund

AMERICAN EXPRESS COMPANY

Ticker Symbol:AXP Cusip Number:025816109
Record Date: 2/28/2007 Meeting Date: 4/23/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 The selection of Pricewaterhousecoopers LLP as our independent registered public accountants for 2007. For Issuer For With
3 A proposal to approve the American Express Company 2007 incentive compensation plan. Against Issuer For Against
4 A shareholder proposal relating to cumulative voting for directors. Against Stockholder Against With

ARCH CAPITAL GROUP LTD.

Ticker Symbol:ACGL Cusip Number:G0450A105
Record Date: 3/29/2007 Meeting Date: 5/11/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To approve the Arch Capital Group Ltd. 2007 long term incentive and share award plan as set forth in an appendix to, and as described in, the enclosed proxy statement. For Issuer For With
3 To approve the Arch Capital Group Ltd. 2007 employee share purchase plan as set forth in an appendix to, and as described in, the enclosed proxy statement. Against Issuer For Against
5 To appoint Pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2007. For Issuer For With

BERKSHIRE HATHAWAY INC.

Ticker Symbol:BRK.B Cusip Number:084670207
Record Date: 3/6/2007 Meeting Date: 5/5/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Shareholder proposal: To approve the shareholder proposal with respect to investments in certain foreign corporations. Against Stockholder Against With

BEST BUY CO., INC.

Ticker Symbol:BBY Cusip Number:086516101
Record Date: 4/30/2007 Meeting Date: 6/27/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 1, 2008. For Issuer For With
3 Approval of an amendment to the Best Buy Co., Inc. 2004 omnibus stock and incentive plan to increase the number of shares subject to the plan to 38 million shares. Against Issuer For Against

CAREER EDUCATION CORPORATION

Ticker Symbol:CECO Cusip Number:141665109
Record Date: 3/21/2007 Meeting Date: 5/17/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Ernst & Young LLP as the company's independent auditors for the year ending December 31, 2007. For Issuer For With

CDW CORPORATION

Ticker Symbol:CDWC Cusip Number:12512N105
Record Date: 4/9/2007 Meeting Date: 6/5/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of nominee: Michelle L. Collins For Issuer For With
1B Election of nominee: Casey G. Cowell For Issuer For With
1C Election of nominee: John A. Edwardson For Issuer For With
1D Election of nominee: Daniel S. Goldin For Issuer For With
1E Election of nominee: Thomas J. Hansen For Issuer For With
1F Election of nominee: Donald P. Jacobs For Issuer For With
1G Election of nominee: Stephan A. James For Issuer For With
1H Election of nominee: Michael P. Krasny For Issuer For With
1I Election of nominee: Terry L. Lengfelder For Issuer For With
1J Election of nominee: Susan D. Wellington For Issuer For With
1K Election of nominee: Brian E. Williams For Issuer For With
2 Ratification of the audit committee's selection of Pricewaterhousecoopers LLP as CDW's independent registered public accounting firm for 2007. For Issuer For With

COMPUTER PROGRAMS AND SYSTEMS, INC.

Ticker Symbol:CPSI Cusip Number:205306103
Record Date: 3/30/2007 Meeting Date: 5/10/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Grant Thornton LLP as independent registered public accountants. For Issuer For With

DELL INC.

Ticker Symbol:DELL Cusip Number:24702R101
Record Date: 5/26/2006 Meeting Date: 7/21/2006
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors. For Issuer For With
2 Ratification of independent auditor. For Issuer For With
SH1 Global human rights standard. Against Stockholder Against With
SH2 Declaration of dividend. Against Stockholder Against With

FREESCALE SEMICONDUCTOR

Ticker Symbol:FSL Cusip Number:35687M107
Record Date: 10/18/2006 Meeting Date: 11/13/2006
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 To consider and vote on a proposal to adopt the agreement and plan of merger, dated as of September 15, 2006, by and among Freescale Semiconductor, Inc., Firestone Holdings LLC, a Delaware limited liability company, and Firestone Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Firestone Holdings LLC. For Issuer For With
2 To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. For Issuer For With

INFOSPACE, INC.

Ticker Symbol:INSP Cusip Number:45678T201
Record Date: 4/5/2007 Meeting Date: 5/31/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2007. For Issuer For With

INTEL CORP.

Ticker Symbol:INTC Cusip Number:458140100
Record Date: 3/19/2007 Meeting Date: 5/16/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: Craig R. Barrett For Issuer For With
1B Election of director: Charlene Barshefsky For Issuer For With
1C Election of director: Susan L. Decker For Issuer For With
1D Election of director: D. James Guzy For Issuer For With
1E Election of director: Reed E. Hundt For Issuer For With
1F Election of director: Paul S. Otellini For Issuer For With
1G Election of director: James D. Plummer For Issuer For With
1H Election of director: David S. Pottruck For Issuer For With
1I Election of director: Jane E. Shaw For Issuer For With
1J Election of director: John L. Thornton For Issuer For With
1K Election of director: David B. Yoffie For Issuer For With
2 Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm. For Issuer For With
3 Amendment and extension of the 2006 equity incentive plan. Against Issuer For Against
4 Approval of the 2007 executive officer incentive plan. For Issuer For With
5 Stockholder proposal requesting limitation on executive compensation. Against Stockholder Against With

KEMET CORPORATION

Ticker Symbol:KEM Cusip Number:488360108
Record Date: 6/9/2006 Meeting Date: 7/26/2006
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors. For Issuer For With
2 The ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending March 31, 2007. For Issuer For With

LABOR READY, INC.

Ticker Symbol:LRW Cusip Number:505401208
Record Date: 3/29/2007 Meeting Date: 5/16/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 28, 2007. For Issuer For With

LIBERTY GLOBAL, INC.

Ticker Symbol:LBTYA Cusip Number:530555101
Record Date: 4/26/2007 Meeting Date: 6/19/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Auditors ratification For Issuer For With

MEADE INSTRUMENTS

Ticker Symbol:MEAD Cusip Number:583062104
Record Date: 12/1/2006 Meeting Date: 1/31/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors For Issuer For With
3 Ratification of appointment of Moss Adams LLP as the company's independent registered public accounting firm. For Issuer For With
4 Approval of Muellner stand-alone option grant. For Issuer For With
5 Amendment to the 1997 stock incentive plan. For Issuer For With
2 Amendments to the certificate of incorporation to declassify the board, to eliminate the provision limiting the removal of directors to only ''for cause'' removal and to eliminate references to series A and series B common stock. For Issuer For With

MICROSOFT CORP.

Ticker Symbol:MSFT Cusip Number:594918104
Record Date: 9/8/2006 Meeting Date: 11/14/2006
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: William H. Gates III For Issuer For With
1B Election of director: Steven A. Ballmer For Issuer For With
1C Election of director: James I. Cash, Jr. For Issuer For With
1D Election of director: Dina Dublon For Issuer For With
1E Election of director: Raymond V. Gilmartin For Issuer For With
1F Election of director: David F. Marquardt For Issuer For With
1G Election of director: Charles H. Noski For Issuer For With
1H Election of director: Helmut Panke For Issuer For With
1I Election of director: Jon A. Shirley For Issuer For With
2 Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor. For Issuer For With
3 Shareholder Proposal - Restriction on selling products and services to foreign governments. Against Stockholder Against With
4 Shareholder Proposal - Sexual orientation in equal employment opportunity policy. Against Stockholder Against With
5 Shareholder Proposal - Hiring of proxy advisor. Against Stockholder Against With

MIRANT CORPORATION

Ticker Symbol:MIR Cusip Number:60467R100
Record Date: 3/16/2007 Meeting Date: 5/8/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of KPMG LLP as independent auditor for 2007. For Issuer For With

PINNACLE AIRLINES CORP.

Ticker Symbol:PNCL Cusip Number:723443107
Record Date: 3/22/2007 Meeting Date: 5/9/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment by the audit committee of the board of directors of Ernst & Young LLP as principal independent auditors for 2007. For Issuer For With

QUEST DIAGNOSTICS

Ticker Symbol:DGX Cusip Number:74834L100
Record Date: 3/12/2007 Meeting Date: 5/8/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to ratify the selection of Pricewaterhousecoopers LLP as our independent registered public accounting firm for 2007. For Issuer For With

TEMPUR-PEDIC INTERNATIONAL, INC.

Ticker Symbol:TPX Cusip Number:88023U101
Record Date: 3/21/2007 Meeting Date: 5/7/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of Ernst & Young LLP as independent auditors. For Issuer For With

THERMADYNE HOLDINGS CORP.

Ticker Symbol:THMD Cusip Number:883435307
Record Date: 9/21/2006 Meeting Date: 10/23/2006
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors For Issuer For With
2 Proposal to ratify the appointment of KPMG LLP For Issuer For With

TRUE RELIGION APPAREL, INC.

Ticker Symbol:TRLG Cusip Number:89784N104
Record Date: 3/30/2007 Meeting Date: 5/16/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Stonefield Josephson, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2007. For Issuer For With

TYCO INTERNATIONAL LTD.

Ticker Symbol:TYC Cusip Number:902124106
Record Date: 1/12/2007 Meeting Date: 3/8/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Re-appointment of Deloitte & Touche LLP as Tyco's independent auditors and authorization for the audit committee of the board of directors to set the auditors' remuneration. For Issuer For With

TYCO INTERNATIONAL LTD.

Ticker Symbol:TYC Cusip Number:902124106
Record Date: 1/12/2007 Meeting Date: 3/8/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Approval of reverse stock split of the company's common shares at a split ratio of 1 for 4. For Issuer For With
1B Approval of consequential amendment to the company's amended and restated bye-laws. For Issuer For With

USG CORPORATION

Ticker Symbol:USG Cusip Number:903293405
Record Date: 3/12/2007 Meeting Date: 5/9/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2007. For Issuer For With

VIAD CORP.

Ticker Symbol:VVI Cusip Number:92552R406
Record Date: 3/23/2007 Meeting Date: 5/15/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: Isabella Cunningham For Issuer For With
1B Election of director: Jess Hay For Issuer For With
1C Election of director: Albert M. Teplin For Issuer For With
2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for 2007. For Issuer For With
3 Proposal to approve the 2007 Viad Corp. omnibus incentive plan. Against Issuer For Against

WAL-MART

Ticker Symbol:WMT Cusip Number:931142103
Record Date: 4/5/2007 Meeting Date: 6/1/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors For Issuer For With
2 Ratification of Ernst & Young LLP as independent accountants. For Issuer For With
3 Charitable Contributions Report Against Stockholder Against With
4 Universal Health Care Policy Against Stockholder Against With
5 Pay-for-Superior-Performance Against Stockholder Against With
6 Equity Compensation Glass Ceiling Against Stockholder Against With
7 Compensation Disparity Against Stockholder Against With
8 Business Social Responsibility Report Against Stockholder Against With
9 Executive Compensation Vote Against Stockholder Against With
10 Political Contributions Report Against Stockholder Against With
11 Social and Reputation Impact Report Against Stockholder Against With
12 Cumulative Voting Against Stockholder Against With
13 Qualifications for Director Nominees Against Stockholder Against With

WASHINGTON GROUP INTERNATIONAL, INC

Ticker Symbol:WNG Cusip Number:938862208
Record Date: 3/21/2007 Meeting Date: 5/18/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to ratify the audit review committee's appointment of Deloitte & Touche LLP as independent auditor. For Issuer For With
3 Proposal to approve an amendment to the certificate of incorporation to allow for election of directors by a majority vote. For Issuer For With
4 Stockholder proposal to request that the board of directors take steps necessary to provide for cumulative voting in the election of directors. For Stockholder Against Against

WESTERN UNION COMPANY

Ticker Symbol:WU Cusip Number:959802109
Record Date: 3/12/2007 Meeting Date: 5/10/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Approval of the Western Union Company 2006 long-term incentive plan. Against Issuer For Against
3 Approval of the Western Union Company senior executive annual incentive plan. For Issuer For With
4 Ratification of selection of auditors For Issuer For With


* Management Recommended Vote



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.



Frank Funds


By /s/Alfred C. Frank

* Alfred C. Frank

President


By /s/Brian J. Frank

* Brian J. Frank

Treasurer


Date: August 16, 2007


*Print the name and title of each signing officer under his or her signature.