-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9it28AlmELqQzttGBbX9nt5yBC4ENHi/1T138CDxr/ZbGlJ+FSoX/xJr7rzLOgy z4D8EZOr8cvRI7QWq0uC5w== 0000950156-05-000398.txt : 20051201 0000950156-05-000398.hdr.sgml : 20051201 20051201102417 ACCESSION NUMBER: 0000950156-05-000398 CONFORMED SUBMISSION TYPE: N-PX/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 EFFECTIVENESS DATE: 20051201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGM CAPITAL DEVELOPMENT FUND CENTRAL INDEX KEY: 0000060332 IRS NUMBER: 046014026 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-00933 FILM NUMBER: 051236247 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-737-3225 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: LOOMIS SAYLES CAPITAL DEVELOPMENT FUND INC DATE OF NAME CHANGE: 19900302 N-PX/A 1 d63764.txt CGM CAPITAL DEVELOPMENT FUND ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0582 Expires: March 31, 2006 Estimated average burden hoursperresponse........ 14.4 ------------------------------ 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 811-00933 -------------------------------------------- CGM CAPITAL DEVELOPMENT FUND - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) One International Place, Boston, MA 02110 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Jeremiah J. Bresnahan, Jr., Esq. Bingham McCutchen LLP, 150 Federal St., Boston, MA 02110 - ------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 617-737-3225 --------------------------- Date of fiscal year end: 12/31 ----------------------- Date of reporting period: 7/1/04 -- 6/30/05 ---------------------- 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 roles. 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. PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS SEC 2451 (4-03) THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. CGM Capital Development Fund File No. 811-933
Proposed By Issuer For or Was or Meeting Matter Security Vote Actual Against Issuer Ticker CUSIP Date Voted On Holder Cast? Vote Mgt. ------ ------ ----- ---- -------- ------ ----- ---- ---- Amerada Hess Corporation AHC 023551104 5/4/05 1. Elect four directors Issuer Yes For For for the ensuing three-year term: 1. E.E. Holiday, 2. J.J. O'Connor, 3. F.B. Walker and 4. R.N. Wilson 2. Ratify the selection of Issuer Yes For For Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2005 AmeriCredit Corp. ACF 03060R101 11/3/04 1. Elect three members of Issuer Yes For For the Board of Directors for terms expiring in 2007: 1. A. R. Dike, 2. Douglas K. Higgins and 3. Kenneth H. Jones, Jr. 2. Amend the 1998 Limited Issuer Yes Against Against Stock Option Plan 3. Amend the Amended and Issuer Yes For For Restated 2000 Limited Omnibus and Incentive Plan 4. Approve the Senior Issuer Yes For For Executive Bonus Plan 5. Ratify the appointment Issuer Yes For For of PricewaterhouseCoopers as accountants for the fiscal year ending June 30, 2005 Berry Petroleum BRY 085789105 5/11/05 1. Elect a board of nine Issuer Yes For For Directors to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified: 1. W. Berry, 2. R. Busch III, 3. W. Bush, 4. S. Cropper, 5. J. Gaul, 6. J. Hagg, 7. R. Heinemann, 8. T. Jamieson and 9. M. Young 2. Approve the 2005 Equity Issuer Yes Against Against Incentive Plan Cal Dive International, Inc. CDIS 127914109 5/10/05 1. Elect three Directors: Issuer Yes For For 1. Martin Ferron, 2. Gordon F. Ahalt and 3. Anthony Tripodo 2. Amend the Company's Issuer Yes For For 1997 Amended and Restated Articles of Incorporation and Amended and Restated By-Lays concerning the Minnesota Business Combinations Act 3. Approve the 2005 Issuer Yes For For Amended and Restated Articles of Incorporation 4. Approve the Cal Dive Issuer Yes Against Against International, Inc. 2005 Long Term Incentive Plan Canadian Natural Resources Limited CNQ 136385101 5/5/05 1. Elect as Directors of Issuer Yes For For the Corporation for the ensuing year these nominees proposed by management: 1. Catherine M. Best, 2. N. Murray Edwards, 3. Ambassador Gordon D. Griffin, 4. John G. Langille, 5. Keith A. J. MacPhail, 6. Allan P. Markin, 7. James S. Palmer, C.M., A.O.E., Q.C., 8. Eldon R. Smith, M.D. and 9. David A. Tuer 2. Appoint Issuer Yes For For PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, Alberta, as auditors of the corporation for the ensuing year and the authorization of the Audit Committee of the Board of Directors of the Corporation to fix their remuneration 3. Pass a Special Issuer Yes For For Resolution authorizing the Corporation to amend its Articles to subdivide the issued and outstanding common shares of the Corporation on a two-for-one basis Cleveland-Cliffs, Inc. CLF 185896107 5/10/05 1. Elect nine Directors to Issuer Yes For For hold office until the next Annual Meeting of Shareholders or until their successors are elected: 1. J. S. Brinzo, 2. R. C. Cambre, 3. R. Cucuz, 4. D. H. Gunning, 5. J. D. Ireland III, 6. F. R. McAllister, 7. R. Phillips, 8. R. K. Riederer and 9. A. Schwartz 2. Ratify the appointment Issuer Yes For For of Deloitte & Touche LLP as independent auditors The Finish Line, Inc. FINL 317923100 7/22/04 1. Approve the change of Issuer Yes For For the state of incorporation from Delaware to Indiana 2. Approve a form of Issuer Yes For For Indemnification Agreement for officers and directors 3. Elect the following Issuer Yes For For seven directors: Alan H. Cohen, Jeffrey H. Smulyan, Larry J. Sablosky, Bill Kirkendall, William P. Carmichael, David I. Klapper and Stephen Goldsmith 4. Approve The Finish Issuer Yes For For Line, Inc. Employee Stock Purchase Plan 5. Ratify the selection of Issuer Yes For For Ernst & Young LLP as the Company's independent auditors for the fiscal year ending February 26, 2005 Helen of Troy Limited HELE G4388N106 8/31/04 1. Elect the following Issuer Yes For For nine directors: 1. Gary B. Abromovits, 2. John B. Butterworth, 3. Christopher L. Carameros, 4. Tim F. Meeker, 5. Byron H. Rubin, 6. Gerald J. Rubin, 7. Stanlee N. Rubin, 8. James C. Swaim and 9. Darren G. Woody 2. Approve an Amendment to Issuer Yes Against Against the Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan 3. Ratify the appointment Issuer Yes For For of KPMG LLP as independent auditors for the company to serve for the 2005 fiscal year Hydril Company HYDL 448774109 5/17/05 1. Elect three Directors Issuer Yes For For to serve for a three-year term: 1. Gordon T. Hall, 2. Richard C. Seaver and 3. T. Don Stacy 2. Approve Hydril Company Issuer Yes Against Against 2005 Incentive Plan 3. Ratify the appointment Issuer Yes For For of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2005 Ispat International N.V. IST 464899103 12/15/04 1. Approve the Acquisition Issuer Yes For For Agreement dated as of October 24, 2004, between INV and Richmond Investment Holdings Limited, and the transactions referred to therein 2. Appoint Ms. Vanisha Issuer Yes For For Mittal Bhatia as a member of INV's board of Directors (Class A Managing Director) for a term commencing on the day following the Extraordinary Meeting and ending on the date of the Annual General Meeting of Shareholders to be held in 2008. 3. Amend INV's Articles of Issuer Yes For For Association and to authorize each member of INV's Board of Directors as well as each lawyer and paralegal practicing with Nautadutilh N.V. to implement the amendment of the Articles of Association 4. Grant the authority of Issuer Yes For For INV's Board to acquire INV's Class A Common Shares and Class B Common Shares 5. Grant the authority of Issuer Yes For For INV's Board to issue and/or grant rights to subscribe for shares 6. Grant the authority to Issuer Yes For For INV's Board of Directors for a period of five years (until December 14, 2009), to limit or exclude the pre-emptive rights in respect of issues of INV Class A Common Shares. 7. Approve withdrawal of Issuer Yes For For the re-appointment of Deloitte Accountants as Registered Accountants of the company and appoint Ernst & Young Accountants as the Registered Accountants of the company LifePoint Hospitals, Inc. LPNT 53219L109 6/30/05 1. Elect three Class III Issuer Yes For For Directors: 1. Kenneth C. Donahey, 2. Richard H. Evans and 3. Michael P. Haley 2. Approve Amendment and Issuer Yes Against Against Restatement of the Company's 1998 Long-Term Incentive Plan 3. Ratify the selection of Issuer Yes For For Ernst & Young LLP as the independent registered public accounting firm of the company for 2005 Maverick Tube Corporation MVK 577914104 5/16/05 1. Elect six Directors: Issuer Yes For For 1. C. Robert Bunch, 2. Gerald Hage, 3. David H. Kennedy, 4. Wayne P. Mange, 5. Paul McDermott and 6. Adams Moore 2. Approve Second Amended Issuer Yes For For and Restated 2004 Omnibus Incentive Plan 3. Ratify appointment of Issuer Yes For For Ernst & Young LLP as the company's independent registered public accounting firm Mittal Steel Company N.V. MT 60684P101 4/12/05 1. Approve the Agreement Issuer Yes For For and Plan of Merger and Reorganization, dated as of October 24, 2004, among Mittal Steel Company N.V., Park Acquisition Corp. and International Steel Group Inc. 2. Appoint Mr. Wilbur L. Issuer Yes For For Ross, as a member of the Board of Directors of Mittal Steel Company N.V. (Class C Managing Director) for a term commencing on the date following completion of the merger International Steel Group Inc. as contemplated under the Merger Agreement and ending on the date of the Annual General Meeting of Shareholders to be held in 2006. 3. Appoint Mr. Lewis B. Issuer Yes For For Kaden, as a member of the Board of Directors of Mittal Steel Company N.V. (Class C Managing Director) for a term commencing on the date following this Extraordinary General Meeting of Shareholders and ending on the date of the Annual General Meeting of Shareholders to be held in 2006. Murphy Oil Corporation MUR 626717102 5/11/05 1. Elect ten Directors to Issuer Yes For For serve for the ensuing year: 1. F. W. Blue, 2. G. S. Dembroski, 3. C. P. Deming, 4. R. A. Hermes, 5. R. M. Murphy, 6. W. C. Nolan, Jr., 7. I. B. Ramberg, 8. N. E. Schmale, 9. D. J. H. Smith and 10. C. G. Theus 2. Approve proposed Issuer Yes For For amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 To 450,000,000 3. Approve the appointment Issuer Yes For For of KPMG LLP as the Company's independent registered public accounting firm Newfield Exploration Company NFX 651290108 5/5/05 1. Elect 13 Directors: Issuer Yes For For 1.David A. Trice, 2. David F. Schaible, 3. Howard H. Newman, 4. Thomas G. Ricks, 5. Dennis R. Hendrix, 6. C.E. (Chuck) Shultz, 7. Philip J. Burguieres, 8. John Randolph Kemp III, 9. J. Michael Lacey, 10. Joseph H. Netherland, 11. J. Terry Strange, 12. Pamela J. Gardner and 13. Juanita F. Romans 2. Ratify the appointment Issuer Yes For For of PricewaterhouseCoopers LLP as independent accountants of the Company for the year ending December 31, 2005 Olin Corporation OLN 680665205 4/28/05 1. Elect three Directors Issuer Yes For For to serve three-year terms expiring in 2008: 1. Virginia A. Kamsky, 2. Richard M. Rompala and 3. Joseph D. Rupp 2. Approve Amended and Issuer Yes Against Against Restated 1997 Stock Plan for Non-Employee Directors 3. Approve the Olin Senior Issuer Yes For For Management Incentive Compensation Plan 4. Ratify KPMG LLP as the Issuer Yes For For independent auditors Open Joint Stock Co "Vimpel- Communications" VIP 68370R109 10/8/04 1. Approve the Amendment Issuer Yes For For to the Charter of VimpelCom. The proposed amendment reflects the status of VimpelCom as the legal successor to the rights and obligations of KB Impuls as a result of the reorganization of the Companies by way of statutory merger Open Joint Stock Co "Vimpel- Communications" VIP 68370R109 6/22/05 1. Approve the 2004 Issuer Yes For For VimpelCom Annual Report 2. Approve VimpelCom's Issuer Yes For For accounting statements, including Profit and Loss Statement for 2004 3. Allocate profits and Issuer Yes For For losses resulting from 2004 operations including non-payment of dividends to holders of common registered shares and payment of dividends to holders of preferred registered shares of type A 4. Elect directors: Issuer Yes For For Fridman, Johansen, Kulkov, Lunder Reznikovich, Sozonoff, Thon, Torgersen, Tsukanova, Watson, Haines and Rusten 5. Approve amended and Issuer Yes For For restated Procedural Regulations of the Board of Directors 6. Elect Audit Commission Issuer Yes For For 7. Approve external Issuer Yes For For auditors 8. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Extel" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Extel" 9. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Sotovaya Company" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Sotovaya Company" 10. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "StavTeleSot" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "StavTeleSot" 11. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Vostok-Zapad Telecom" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Vostok-Zapad Telecom" 12. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Orensot" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Orensot" 13. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Beeline-Samara" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Beeline-Samara" 14. Approve reorganization Issuer Yes For For of VimpelCom through statutory merger of CJSC "Dal Telecom International" into VimpelCom and of the Merger Agreement between VimpelCom and CJSC "Dal Telecom International" Patterson-UTI Energy, Inc. PTEN 703481101 6/15/05 1. Elect nine Directors: Issuer Yes For For 1. Mark S. Siegel, 2. Cloyce A. Talbott, 3. A. Glenn Patterson, 4. Kenneth N. Berns, 5. Robert C. Gist, 6. Curtis W. Huff, 7. Terry H. Hunt, 8. Kenneth R. Peak and 9. Nadine C. Smith 2. Approve the adoption of Issuer Yes For For the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan 3. Ratify the selection of Issuer Yes For For PricewaterhouseCoopers LLP as independent accountants of the company for the fiscal year ending December 31, 2005 Peabody Energy Corporation BTU 704549104 5/6/05 1. Elect four Class I Issuer Yes For For Directors for three-year terms: 1. B. R. Brown, 2. Henry Givens, Jr., 3. James R. Schlesinger and 4. Sandra Van Trease 2. Ratify the appointment Issuer Yes For For of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending December 31, 2005 3. Approve increase in Issuer Yes For For authorized shares of common stock 4. Stockholder proposal Security regarding Director Holder Yes Against For independence 5. Stockholder proposal Security regarding classified board Holder Yes Against For 6. Stockholder proposal Security regarding majority voting Holder Yes Against For requirement Schnitzer Steel Industries, Inc. SCHN 806882106 1/31/05 1. Elect the following Issuer Yes For For ten directors: 1. Robert S. Ball, 2. William A. Furman, 3. Carol S. Lewis, 4. Scott Lewis, 5. Kenneth M. Novack, 6. Robert W. Philip, 7. Jean S. Reynolds, 8. Dori Schnitzer, 9. Gary Schnitzer and 10. Ralph R. Shaw, each to serve until the next Annual Meeting of Shareholders and until a successor has been elected and qualified 2. Approve the proposed Issuer Yes For For Executive Annual Bonus Plan Sotheby's Holdings, Inc. BID 835898107 5/4/05 1. Elect 3 Directors to Issuer Yes For For serve until the next annual meeting: 1. Steven B. Dodge, 2. S. Percy Rockefeller and 3. Donald M. Stewart 2. Approve Sotheby's Issuer Yes Against Against Holdings, Inc. Executive Bonus Plan 3. Ratify the appointment Issuer Yes For For of Deloitte & Touche LLP as independent auditors for 2005 Southern Peru Copper Corporation PCU 843611104 3/28/05 1. Approve Amendment of Issuer Yes For For the Restated Certificate of Incorporation to increase the number of authorized shares of capital stock and to designate such newly-authorized shares as shares of common stock 2. Approve issuance of Issuer Yes For For 67,207,640 newly-authorized shares of common stock in the merger 3. Approve amendment of Issuer Yes For For the Restated Certificate of Incorporation to change the composition and responsibilities of certain committees of the Board of Directors Thor Industries, Inc. THO 885160101 12/7/04 1. Elect the following Issuer Yes For For three directors: 1. H. Coleman Davis, 2. Peter B. Orthwein and 3. William C. Tomson Valero Energy Corporation VLO 91913Y100 9/13/04 1. Approve an Amendment to Issuer Yes For For Valero's Restated Certificate of Incorporation to increase the total number of shares of common stock that Valero has the authority to issue from 300,000,000 shares to 600,000,000 shares Whiting Petroleum Corporation WLL 966387102 5/10/05 1. Elect two Directors to Issuer Yes For For hold office until the 2008 annual meeting: 1. Kenneth R. Whiting and 2. Palmer L. Moe 2. Ratify the appointment Issuer Yes For For of Deloitte & Touche LLP as independent auditors Winnebago Industries, Inc. WGO 974637100 1/11/05 1. Elect the following Issuer Yes For For three directors: 1. Jerry N. Currie, 2. Lawrence A. Erickson and 3. John E. Herlitz, to hold office for three-year terms Yellow Roadway Corporation YELL 985577105 5/19/05 1. Elect ten Directors: Issuer Yes For For 1. Cassandra C. Carr, 2. Howard M. Dean, 3. Frank P. Doyle, 4. John F. Fiedler, 5. Dennis E. Foster, 6. John C. McKelvey, 7. Philllip J. Meek, 8. William L. Trubeck, 9. Carl W. Vogt and 10. William D Zollars 2. Ratify the appointment Issuer Yes For For of KPMG LLP as independent public accountants of the Company for 2005
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) CGM CAPITAL DEVELOPMENT FUND ------------------------------------------------------------------ By (Signature and Title)* Robert L. Kemp, President ----------------------------------------------------- Date 12/1/05 -------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature. -----END PRIVACY-ENHANCED MESSAGE-----