N-PX 1 d70518.txt CGM CAPITAL DEVELOPMENT FUND ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0582 Expires: April 30, 2009 Estimated average burden hoursperresponse........ 14.4 ------------------------------- UNITED STATES SECURITIES 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 811-00933 -------------------------------------------- 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) Barry N. Hurwitz, Esq. Bingham McCutchen LLP, One 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: 7/1/07 -- 6/30/08 ------------------ 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. --------------------------------------------------------------------------------------------------------------------------------- Alpha Natural Resources, Inc. ANR 02076X102 5/14/08 1. Elect nine directors: Issuer Yes For For 1. Mary Ellen Bowers, 2. John S. Brinzo, 3. Hermann Buerger, 4. Kevin S. Crutchfield, 5. E. Linn Draper, Jr., 6. Glenn A. Eisenberg, 7. John W. Fox, Jr., 8. Michael J. Quillen and 9. Ted G. Wood 2. Approve the Amendment and Issuer Yes Against Against Restatement of the 2005 Long-Term Incentive Plan 3. Approve the 2008 Annual Issuer Yes For For Incentive Bonus Plan 4. Ratify the appointment of Issuer Yes For For KPMG LLP as independent auditors for the fiscal year ending December 31, 2008 Atwood Oceanics, Inc. ATW 050095108 2/14/08 1. Elect six directors: Issuer Yes For For 1. Deborah A. Beck, 2. George S. Dotson, 3. John R. Irwin, 4. Robert W. Burgess, 5. Hans Helmerich and 6. James R. Montague 2. Approve Amendment No. 1 Issuer Yes For For to the Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan 3. Approve Amendment No. 1. Issuer Yes For For to the Atwood Oceanics, Inc. Amended and Restated Certificate of Formation to increase the authorized shares of common stock of the company from 50,000,000 to 90,000,000 shares 4. Ratify the early election Issuer Yes For For to be governed by the Texas Business Organizations Code Cameron International Corporation CAM 13342B105 12/7/07 1. Approve amendment to the Issuer Yes For For company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 400,000,000 Cameron International Corporation CAM 13342B105 5/14/08 1. Elect three directors: Issuer Yes For For 1. Peter J. Fluor, 2. Jack B. Moore and 3. David Ross III 2. Ratify the appointment of Issuer Yes For For Ernst & Young LLP as Cameron's independent registered public accountants for 2008 Century Aluminum Company CENX 156431108 6/24/08 1. Elect three directors: Issuer Yes For For 1. Robert E. Fishman, Ph.D, 2. Jack E. Thompson and 3. Catherine Z. Manning 2. Ratify the appointment of Issuer Yes For For Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending December 31, 2008 Commercial Metals Company CMC 201723103 1/24/08 1. Elect 4 directors: Issuer Yes For For 1. Robert L. Guido, 2. Dorothy G. Owen, 3. J. David Smith and 4. Robert R. Womack 2. Ratify the appointment of Issuer Yes For For Deloitte & Touche LLP as independent auditors for the fiscal year ending August 31, 2008 3. Approve shareholder Security Yes Against For proposal requesting the Holder addition of sexual orientation to the company's written non-discrimination policy Desarrolladora Homex, S.A.B. de C.V. HXM 25030W100 3/10/08 1. Approve discussion and Issuer Yes For For approval, as the case may be of the maximum that could be used to repurchase of stock of the company 2. Approve report on the Issuer Yes For For establishment of a stock option plan for company officers and trust conformed for this purpose; resolutions this item 3. Approve designation of Issuer Yes For For delegates who will formalize and execute the resolutions adopted at this meeting Desarrolladora Homex, S.A.B. de C.V. HXM 25030W100 4/21/08 1. Approve discussion and Issuer Yes For For approval or amendment, as the case may be, of the reports of the board of directors on the company's review pursuant to Article 28, Section IV of the Mexican Securities Law, including the financial statements for the year ended on December 31, 2007 2. Approve resolution of the Issuer Yes For For application of the results obtained in such fiscal year 3. Approve appointment or Issuer Yes For For ratification, as the case may be, of the members of the board of directors and secretary, and determination of their compensation 4. Approve appointment or Issuer Yes For For ratification, as the case may be, of the chairman of the audit committee and of the corporate governance committee and, as the case may be, appointment of the members of such committees and of the executive committee 5. Approve designation of Issuer Yes For For special delegates who will formalize and execute the resolutions adopted at this meeting Diana Shipping, Inc. DSX Y2066G104 12/21/07 1. Elect 2 directors: Issuer Yes For For William Lawes and Konstantinos Psaltis 2. Approve the appointment Issuer Yes For For of Ernst & Young (Hellas) as the Company's independent auditors for the fiscal year ending December 31, 2007 3. Approve the adoption of Issuer Yes For For an amendment to the Company's Amended and Restated Articles of Incorporation establishing a quorum for all meetings of Shareholders of the Company of 33 1/3 per cent of all shares, present either in person or by proxy, issued and outstanding and entitled to vote at such meetings 4. Approve the adoption of Issuer Yes For For an amendment to the Company's Amended and Restated Articles of Incorporation increasing the aggregate number of shares of common stock that the Company is authorized to issue to 200 million registered shares with a par value of one cent per share Dril-Quip, Inc. DRQ 262037104 5/15/08 1. Elect 2 directors: Issuer Yes For For J. Mike Walker and John V. Lovoi 2. Ratify the appointment of Issuer Yes For For BDO Seidman LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2008 Dryships Inc. DRYS Y2109Q101 1/16/08 1. Approve amendment to the Issuer Yes For For Company's Articles of Incorporation to increase the number of authorized shares of common stock to one billion shares, par value $0.01 per share and to increase the number of authorized shares of preferred stock to five hundred million shares, par value $0.01 per share Foundation Coal Holdings, Inc. FCL 35039W100 5/22/08 1. Elect 8 directors: Issuer Yes For For 1. James F. Roberts, 2. William J. Crowley, Jr., 3. David I. Foley, 4. P. Michael Giftos, 5. Alex T. Krueger, 6. Joel Richards, III, 7. Robert C. Scharp and 8. Thomas V. Shockley, III 2. Ratify Ernst & Young LLP Issuer Yes For For as Foundation's independent registered public accounting firm for the fiscal year ending December 31, 2008 3. Approve the Amended and Issuer Yes Against Against Restated 2004 Stock Incentive Plan 4. Approve the Annual Issuer Yes For For Incentive Performance Plan 5. Approve stockholder Security Yes Against For proposal regarding climate Holder change The Gymboree Corporation GYMB 403777105 6/10/08 1. Elect three directors: Issuer Yes For For 1. Michael J. McCloskey, 2. John C. Pound and 3. William U. Westerfield 2. Approve amendment to the Issuer Yes Against Against Gymboree Corporation 2004 Equity Incentive Plan to authorize the issuance of an additional 925,000 shares of the company's common stock 3. Approve amendment to the Issuer Yes Against Against Gymboree Corporation 1993 Employee Stock Purchase Plan to authorize the issuance of an additional 150,000 shares of the company's common stock 4. Approve advisory vote on Issuer Yes For For the appointment of Deloitte & Touche LLP as the Gymboree Corporation's independent registered public accounting firm for the fiscal year ending January 31, 2009 Massey Energy Company MEE 576206106 5/13/08 1. Elect three directors: Issuer Yes For For 1. Don L. Blankenship, 2. Robert H. Foglesong and 3. Bobby R. Inman 2. Ratify the appointment of Issuer Yes For For Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2008 3. Approve stockholder Security Yes Against For proposal regarding political Holder contribution reports 4. Approve stockholder Security Yes Against For proposal on a climate change Holder report The Middleby Corporation MIDD 596278101 5/9/08 1. Elect eight directors: Issuer Yes For Yes 1. Selim A. Bassoul, 2. Robert B. Lamb, 3. Ryan Levenson, 4. John R. Miller III, 5. Gordon O'Brien, 6. Philip G. Putnam, 7. Sabin C. Streeter and 8. Robert L. Yohe 2. Ratify the selection of Issuer Yes For Yes Deloitte & Touche LLP as independent auditor for fiscal year ended January 3, 2009 3. Approve an amendment to Issuer Yes For Yes The Middleby Corporation 2007 Stock Incentive Plan 4. Approve an amendment to Issuer Yes For Yes The Middleby Corporation Executive Officer Incentive Plan Navios Maritime Holdings Inc. NM Y62196103 12/20/07 1. Elect two directors: Issuer Yes For For 1. Ted C. Petrone and 2. Spyridon Magoulas 2. Ratify the appointment of Issuer Yes For For PricewaterhouseCoopers as the company's independent public accountants for the fiscal year ending December 31, 2007 NVR, Inc. NVR 62944T105 5/6/08 1. Elect three directors: Issuer Yes For For A. Dwight C. Schar, B. Robert C. Butler and C. C.E. Andrews 2. Ratify the appointment of Issuer Yes For For KPMG LLP as independent auditors for the year ending December 31, 2008 Oceaneering International, Inc. OII 675232102 5/16/08 1. Elect two directors: Issuer Yes For For T. Jay Collins and D. Michael Hughes 2. Approve proposal to amend Issuer Yes For For the Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 93,000,000 to 183,000,000 and increase the number of authorized shares of common stock from 90,000,000 to 180,000,000 3. Approve proposal to Issuer Yes For For ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2008 The Pantry PTRY 698657103 3/27/08 1. Elect 10 directors: Issuer Yes For For 1. Peter J. Sodini, 2. Robert F. Bernstock, 3. Paul L. Brunswick, 4. Wilfred A. Finnegan, 5. Edwin J. Holman, 6. Terry L. McElroy, 7. Mark D. Miles, 8. Bryan E. Monkhouse, 9. Thomas M. Murnam and 10. Maria C. Richter 2. Ratify the appointment of Issuer Yes For For Deloitte & Touche LLP as independent public accountants for the company and its subsidiaries for the fiscal year ending September 25, 2008 Patriot Coal Corporation PCX 70336T104 5/12/08 1. Elect two directors: Issuer Yes For For J. Joe Adorjan and Michael M. Scharf 2. Ratify the appointment of Issuer Yes For For Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2008 Priceline.com Incorporated PCLN 741503403 6/4/08 1. Elect eight directors: Issuer Yes For For 1. Jeffery H. Boyd, 2. Ralph M. Bahna, 3. Howard W. Barker, Jr., 4. Jan L. Docter, 5. Jeffrey E. Epstein, 6. James M. Guyette, 7. Nancy B. Peretsman and 8. Craig W. Rydin 2. Approve amendments to the Issuer Yes Against Against company's 1999 Omnibus Plan 3. Ratify the selection of Issuer Yes For For Deloitte & Touche LLP as independent auditors of the company for fiscal year ending December 31, 2008 Approve stockholder proposal Security Yes Against For concerning special Holder stockholder meetings SOTHEBY'S BID 835898107 5/6/08 1. Elect 11 directors: Issuer Yes For For 1. John M. Angelo, 2. Michael Blakenham, 3. The Duke of Devonshire, 4. Allen Questrom, 5. William F. Ruprecht, 6. Michael I. Sovern, 7. Donald M. Stewart, 8. Robert S. Taubman, 9. Diana L. Taylor, 10. Dennis M. Weibling and 11. Robin G. Woodhead 2. Ratify the appointment of Issuer Yes For For Deloitte & Touche LLP as independent auditors for 2008 Tupperware Brands Corporation TUP 899896104 5/14/08 1. Elect four directors: Issuer Yes For For A. Catherine A. Bertini, B. Clifford J. Grum, C. Angel R. Martinez and D. Robert M. Murray 2. Ratify the appointment of Issuer Yes For For PricewaterhouseCoopers LLP as the independent registered accounting firm 3. Approve proposal to amend Issuer Yes For For the Company's Restated Certificate of Incorporation to provide for the annual election of directors Urban Outfitters, Inc. URBN 917047102 5/20/08 1. Elect six directors: Issuer Yes For For 1. Richard A. Hayne, 2. Scott A. Belair, 3. Harry S. Cherken, Jr., 4. Joel S. Lawson III, 5. Robert H. Strouse and 6. Glen T. Senk 2. Approve the Urban Issuer Yes For For Outfitters 2008 Stock Incentive Plan 3. Approve shareholder Security Yes Against For proposal relating to Holder implementing a workplace code of conduct that extends to suppliers and vendors Yamana Gold Inc. AUY 98462Y100 5/14/08 A. Approve increase in the Issuer Yes For For maximum numbers of directors from 10 to 15 B. Elect 11 directors: Issuer Yes For For 1. Peter Marrone, 2. Victor H. Bradley, 3. Patrick J. Mars, 4. Juvenal Mesquita Filho, 5. Antenor F. Silva, Jr., 6. Nigel Lees, 7. Dino Titaro, 8. John Begeman, 9. Robert Horn, 10. Richard Graff and 11. Carl Renzoni C. Approve appointment of Issuer Yes For For Deloitte & Touche LLP as auditors D Approve adoption of Issuer Yes Against Against Restricted Share Unit Plan E. Approve confirmation of Issuer Yes For For the New General By-Law
SIGNATURES [See General Instruction F] 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)* /s/ Robert L. Kemp -------------------------------------------------- Robert L. Kemp, President Date 8/22/08 ----------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.