N-PX 1 formnpx.htm N-PX

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: 811-05807

Eagle Capital Growth Fund, Inc.
(Exact name of registrant as specified in charter)

225 East Mason Street
Suite 802
Milwaukee, WI 53202-3657
(Address of principal executive offices) (zip code)

Luke E. Sims, President
Eagle Capital Growth Fund, Inc.
225 East Mason Street
Suite 802
Milwaukee, WI 53202-3657
(Name and address of agent for service)

Registrant’s telephone number, including area code: (414) 765-1107

Date of fiscal year end: 12/31

Date of reporting period: 07/01/2018 thru 06/30/2019



Abbott Laboratories Inc.
 
Ticker: ABT
Security ID: 002824100
Meeting Date: 04/26/2019
Meeting Type: Annual
Record Date: 02/27/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-01
Elect Director R.J. Alpern
FOR
FOR
MANAGEMENT
1-02
Elect Director R.S. Austin
FOR
FOR
MANAGEMENT
1-03
Elect Director S.E. Blount
FOR
FOR
MANAGEMENT
1-04
Elect Director M.A. Kumbier
FOR
FOR
MANAGEMENT
1-05
Elect Director E.M. Liddy
FOR
FOR
MANAGEMENT
1-06
Elect Director N. McKinstry
FOR
FOR
MANAGEMENT
1-07
Elect Director P.N. Novakovic
FOR
FOR
MANAGEMENT
1-08
Elect Director W.A. Osborn
FOR
FOR
MANAGEMENT
1-09
Elect Director S.C. Scott III
FOR
FOR
MANAGEMENT
1-10
Elect Director D.J. Starks
FOR
FOR
MANAGEMENT
1-11
Elect Director J.G. Stratton
FOR
FOR
MANAGEMENT
1-12
Elect Director G.F. Tilton
FOR
FOR
MANAGEMENT
1-13
Elect Director M.D. White
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Say on pay
FOR
AGAINST
MANAGEMENT
4
Independent Board Chairman
AGAINST
FOR
SHAREHOLDER



Berkshire Hathaway, Inc.
 
Ticker: BRK-b
Security ID: 084670702
Meeting Date: 05/04/2019
Meeting Type: Annual
Record Date: 03/06/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-01
Elect Director Warren E. Buffett
FOR
FOR
MANAGEMENT
1-02
Elect Director Charles T. Munger
FOR
FOR
MANAGEMENT
1-03
Elect Director Gregory E. Abel
FOR
FOR
MANAGEMENT
1-04
Elect Director Howard G. Buffett
FOR
FOR
MANAGEMENT
1-05
Elect Director Stephen B. Burke
FOR
FOR
MANAGEMENT
1-06
Elect Director Susan L. Decker
FOR
FOR
MANAGEMENT
1-07
Elect Director William H. Gates III
FOR
FOR
MANAGEMENT
1-08
Elect Director David S. Gottesman
FOR
FOR
MANAGEMENT
1-09
Elect Director Charlotte Guyman
FOR
FOR
MANAGEMENT
1-10
Elect Director Ajit Jain
FOR
FOR
MANAGEMENT
1-11
Elect Director Thomas S. Murphy
FOR
FOR
MANAGEMENT
1-12
Elect Director Ronald L. Olson
FOR
FOR
MANAGEMENT
1-13
Elect Director Walter Scott, Jr.
FOR
FOR
MANAGEMENT
1-14
Elect Director Meryl B. Witmer
FOR
FOR
MANAGEMENT



Colgate-Palmolive Company
 
Ticker: CL
Security ID: 194162103
Meeting Date: 05/10/2019
Meeting Type: Annual
Record Date: 03/11/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1A
Elect Director Charles A Bancroft
FOR
FOR
MANAGEMENT
1B
Elect Director John P. Bilbrey
FOR
FOR
MANAGEMENT
1C
Elect Director John T. Cahill
FOR
FOR
MANAGEMENT
1D
Elect Director Ian Cook
FOR
FOR
MANAGEMENT
1E
Elect Director Lisa M. Edwards
FOR
FOR
MANAGEMENT
1F
Elect Director Helene D. Gayle
FOR
FOR
MANAGEMENT
1G
Elect Director C. Martin Harris
FOR
FOR
MANAGEMENT
1H
Elect Director Lorrie M. Norrington
FOR
FOR
MANAGEMENT
1I
Elect Director Michael B. Polk
FOR
FOR
MANAGEMENT
1J
Elect Director Stephen I. Sadove
FOR
FOR
MANAGEMENT
1K
Elect Director Noel R. Wallace
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Advisory vote on executive compensation
FOR
AGAINST
MANAGEMENT
4
Approve the 2019 Incentive Compensation Plan
FOR
AGAINST
MANAGEMENT
5
Independent board chairman
AGAINST
FOR
SHAREHOLDER


Diamond Hill Investment Group, Inc.
 
Ticker: DHIL
Security ID: 25264R207
Meeting Date: 05/01/2019
Meeting Type: Annual
Record Date: 03/04/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-01
Elect Director Christopher M. Bingaman
FOR
FOR
MANAGEMENT
1-02
Elect Director Randolph J. Fortener
FOR
FOR
MANAGEMENT
1-03
Elect Director James F. Laird
FOR
FOR
MANAGEMENT
1-04
Elect Director Paula R. Meyer
FOR
FOR
MANAGEMENT
1-05
Elect Director Paul A. Reeder, III
FOR
FOR
MANAGEMENT
1-06
Elect Director Bradley Shoup
FOR
FOR
MANAGEMENT
1-07
Elect Director Nicole R. St. Pierre
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Advisory vote on executive compensation
FOR
AGAINST
MANAGEMENT



Ebay Co.
 
Ticker: EBAY
Security ID: 278642103
Meeting Date: 05/30/2019
Meeting Type: Annual
Record Date: 04/05/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1a
Elect Director Fred D. Anderson Jr.
FOR
FOR
MANAGEMENT
1b
Elect Director Anthony J. Bates
FOR
FOR
MANAGEMENT
1c
Elect Director Adriane M. Brown
FOR
FOR
MANAGEMENT
1d
Elect Director Jesse A. Cohn
FOR
FOR
MANAGEMENT
1e
Elect Director Diana Farrell
FOR
FOR
MANAGEMENT
1f
Elect Director Logan D. Green
FOR
FOR
MANAGEMENT
1g
Elect Director Bonnie S. Hammer
FOR
FOR
MANAGEMENT
1h
Elect Director Kathleen C. Mitic
FOR
FOR
MANAGEMENT
1i
Elect Director Matthew J. Murphy
FOR
FOR
MANAGEMENT
1j
Elect Director Pierre M. Omidyar
FOR
FOR
MANAGEMENT
1k
Elect Director Paul S. Pressler
FOR
FOR
MANAGEMENT
1l
Elect Director Robert H. Swan
FOR
FOR
MANAGEMENT
1m
Elect Director Thomas J. Tierney
FOR
FOR
MANAGEMENT
1n
Elect Director Perry M. Traquina
FOR
FOR
MANAGEMENT
1o
Elect Director Devin N. Wenig
FOR
FOR
MANAGEMENT
2
Advisory vote on executive compensation
FOR
AGAINST
MANAGEMENT
3
Ratification of accounting firm
FOR
FOR
MANAGEMENT
4
Ratification of Special Meeting provisions
FOR
FOR
MANAGEMENT
5
Independent board chairman
AGAINST
FOR
SHAREHOLDER



Franklin Resources, Inc.
 
Ticker: BEN
Security ID: 354613101
Meeting Date: 02/12/2019
Meeting Type: Annual
Record Date: 12/14/2018
 

 
#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-A
Elect Director Peter K. Barker
FOR
FOR
MANAGEMENT
1-B
Elect Director Mariann Byerwalter
FOR
FOR
MANAGEMENT
1-C
Elect Director Charles E. Johnson
FOR
FOR
MANAGEMENT
1-D
Elect Director Gregory E. Johnson
FOR
FOR
MANAGEMENT
1-E
Elect Director Rupert H. Johnson, Jr.
FOR
FOR
MANAGEMENT
1-F
Elect Director Mark C. Pigott
FOR
FOR
MANAGEMENT
1-G
Elect Director Chutta Ratnathicam
FOR
FOR
MANAGEMENT
1-H
Elect Director Laura Stein
FOR
FOR
MANAGEMENT
1-I
Elect Director Seth H. Waugh
FOR
FOR
MANAGEMENT
1-J
Elect Geoffrey Y. Yang
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Ratification of special meeting amendment
FOR
FOR
MANAGEMENT
4
Genocide-free investing
AGAINST
AGAINST
SHAREHOLDER


Illinois Tool Works Inc.
 
Ticker: ITW
Security ID: 452308109
Meeting Date: 05/03/2019
Meeting Type: Annual
Record Date: 03/04/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1A
Election of Director Daniel J. Brutto
FOR
FOR
MANAGEMENT
1B
Election of Director Susan Crown
FOR
FOR
MANAGEMENT
1C
Election of Director James W. Griffith
FOR
FOR
MANAGEMENT
1D
Election of Director Jay L. Henderson
FOR
FOR
MANAGEMENT
1E
Election of Director Richard H. Lenny
FOR
FOR
MANAGEMENT
1F
Election of Director E. Scott Santi
FOR
FOR
MANAGEMENT
1G
Election of Director James A. Skinner
FOR
FOR
MANAGEMENT
1H
Election of Director David B. Smith, Jr.
FOR
FOR
MANAGEMENT
1I
Election of Director Pamela B. Strobel
FOR
FOR
MANAGEMENT
1J
Election of Director Kevin M. Warren
FOR
FOR
MANAGEMENT
1K
Election of Director Anré D. Williams
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Executive compensation approval
FOR
FOR
MANAGEMENT
4
Written consent vote
AGAINST
FOR
SHAREHOLDER
5
Greenhouse gas emissions targets
AGAINST
AGAINST
SHAREHOLDER



Johnson & Johnson
 
Ticker: JNJ
Security ID: 369604103
Meeting Date: 04/24/2019
Meeting Type: Annual
Record Date: 02/26/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1a
Election of Director Mary C. Beckerle
FOR
FOR
MANAGEMENT
1b
Election of Director D. Scott Davis
FOR
FOR
MANAGEMENT
1c
Election of Director Ian E.L. Davis
FOR
FOR
MANAGEMENT
1d
Election of Director Jennifer A. Doudna
FOR
FOR
MANAGEMENT
1e
Election of Director Alex Gorsky
FOR
FOR
MANAGEMENT
1f
Election of Director Marillyn A. Hewson
FOR
FOR
MANAGEMENT
1g
Election of Director Mark B. McClellan
FOR
FOR
MANAGEMENT
1h
Election of Director Anne M. Mulcahy
FOR
FOR
MANAGEMENT
1i
Election of Director William D. Perez
FOR
FOR
MANAGEMENT
1j
Election of Director Charles Prince
FOR
FOR
MANAGEMENT
1k
Election of Director A. Eugene Washington
FOR
FOR
MANAGEMENT
1l
Election of Director Ronald A. Williams
FOR
FOR
MANAGEMENT
2
Executive officer compensation
FOR
FOR
MANAGEMENT
3
Ratification of accounting firm
FOR
FOR
MANAGEMENT
4
Clawback disclosure
AGAINST
AGAINST
SHAREHOLDER
5
Executive pricing and drug pricing risk
AGAINST
AGAINST
SHAREHOLDER



Kimberly-Clark Corporation
 
Ticker: JNJ
Security ID: 494368103
Meeting Date: 05/02/2019
Meeting Type: Annual
Record Date: 03/04/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1a
Election of Director Abelardo E. Bru
FOR
FOR
MANAGEMENT
1b
Election of Director Robert W. Decherd
FOR
FOR
MANAGEMENT
1c
Election of Director Thomas J. Falk
FOR
FOR
MANAGEMENT
1d
Election of Director Fabian T. Garcia
FOR
FOR
MANAGEMENT
1e
Election of Director Michael D. Hsu
FOR
FOR
MANAGEMENT
1f
Election of Director Mae C. Jemison, MD
FOR
FOR
MANAGEMENT
1g
Election of Director Nancy J. Karch
FOR
FOR
MANAGEMENT
1h
Election of Director S. Todd Maclin
FOR
FOR
MANAGEMENT
1i
Election of Director Sherilyn S. McCoy
FOR
FOR
MANAGEMENT
1j
Election of Director Christa S. Quarles
FOR
FOR
MANAGEMENT
1k
Election of Director Ian C. Read
FOR
FOR
MANAGEMENT
1l
Election of Director Marc J. Shapiro
FOR
FOR
MANAGEMENT
1m
Election of Director Dunia A. Shive
FOR
FOR
MANAGEMENT
1n
Election of Director Michael D. White
FOR
FOR
MANAGEMENT
2
Ratification of accounting firm
FOR
FOR
MANAGEMENT
3
Executive officer compensation
FOR
FOR
MANAGEMENT


Markel Corp.
 
Ticker: MKL
Security ID: 570535104
Meeting Date: 05/13/2019
Meeting Type: Annual
Record Date: 03/05/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1A
Election of Director K. Bruce Connell
FOR
FOR
MANAGEMENT
1B
Election of Director Thomas S. Gayner
FOR
FOR
MANAGEMENT
1C
Election of Director Stewart M. Kasen
FOR
FOR
MANAGEMENT
1D
Election of Director Alan I. Kirshner
FOR
FOR
MANAGEMENT
1E
Election of Director Diane Leopold
FOR
FOR
MANAGEMENT
1F
Election of Director Lemuel E. Lewis
FOR
FOR
MANAGEMENT
1H
Election of Director Anthony F. Markel
FOR
FOR
MANAGEMENT
1I
Election of Director Steven A. Markel
FOR
FOR
MANAGEMENT
1J
Election of Director Darrell D. Martin
FOR
FOR
MANAGEMENT
1K
Election of Director Michael O’Reilly
FOR
FOR
MANAGEMENT
1L
Election of Director Michael J. Schewel
FOR
FOR
MANAGEMENT
1M
Election of Director Richard R. Whitt, III
FOR
FOR
MANAGEMENT
1N
Election of Director Debora J. Wilson
FOR
FOR
MANAGEMENT
2
Say on pay
FOR
AGAINST
MANAGEMENT
3
Ratification of accounting firm
FOR
FOR
MANAGEMENT



O’Reilly Automotive, Inc.
 
Ticker: ORLY
Security ID: 67103H107
Meeting Date: 05/07/2019
Meeting Type: Annual
Record Date: 02/28/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1A
Election of Director David O’Reilly
FOR
FOR
MANAGEMENT
1B
Election of Director Larry O’Reilly
FOR
FOR
MANAGEMENT
1C
Election of Director Rosalie O’Reilly Wooten
FOR
FOR
MANAGEMENT
1D
Election of Director Greg Henslee
FOR
FOR
MANAGEMENT
1E
Election of Director Jay D. Burchfield
FOR
FOR
MANAGEMENT
1F
Election of Director Thomas T. Hendrickson
FOR
FOR
MANAGEMENT
1G
Election of Director John R. Murphy
FOR
FOR
MANAGEMENT
1H
Election of Director Dana M. Perlman
FOR
FOR
MANAGEMENT
1I
Election of Director Andrea M. Weiss
FOR
FOR
MANAGEMENT
2
Say on pay
FOR
AGAINST
MANAGEMENT
3
Ratification of accounting firm
FOR
FOR
MANAGEMENT
4
Special shareholder meeting amendment
AGAINST
FOR
SHAREHOLDER



PepsiCo, Inc.
 
Ticker: PEP
Security ID: 713448108
Meeting Date: 05/01/2019
Meeting Type: Annual
Record Date: 03/01/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1a
Election of Director Shona L. Brown
FOR
FOR
MANAGEMENT
1b
Election of Director Cesar Conde
FOR
FOR
MANAGEMENT
1c
Election of Director Ian M. Cook
FOR
FOR
MANAGEMENT
1d
Election of Director Dina Dublon
FOR
FOR
MANAGEMENT
1e
Election of Director Richard W. Fisher
FOR
FOR
MANAGEMENT
1f
Election of Director Michelle Gass
FOR
FOR
MANAGEMENT
1g
Election of Director William R. Johnson
FOR
FOR
MANAGEMENT
1h
Election of Director Ramon Laguarta
FOR
FOR
MANAGEMENT
1i
Election of Director David C. Page
FOR
FOR
MANAGEMENT
1j
Election of Director Robert C. Pohlad
FOR
FOR
MANAGEMENT
1k
Election of Director Daniel Vasella
FOR
FOR
MANAGEMENT
1l
Election of Director Darren Walker
FOR
FOR
MANAGEMENT
1m
Election of Director Alberto Weisser
FOR
FOR
MANAGEMENT
2
Approval of public accountants
FOR
FOR
MANAGEMENT
3
Approval of executive compensation
FOR
AGAINST
MANAGEMENT
4
Approve supermajority amendments
FOR
FOR
MANAGEMENT
5
Independent Board Chairman
AGAINST
FOR
SHAREHOLDER
6
Disclosure of pesticide use
AGAINST
AGAINST
SHAREHOLDER


Starbucks Corporation
 
Ticker: SBUX
Security ID: 855244109
Meeting Date: 03/20/2019
Meeting Type: Annual
Record Date: 01/10/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1a
Election of Director Rosalind Brewer
FOR
FOR
MANAGEMENT
1b
Election of Director Mary Dillon
FOR
FOR
MANAGEMENT
1c
Election of Director Mellody Hobson
FOR
FOR
MANAGEMENT
1d
Election of Director Kevin Johnson
FOR
FOR
MANAGEMENT
1e
Election of Director Jorgen Vig Knudstorp
FOR
FOR
MANAGEMENT
1f
Election of Director Satya Nadella
FOR
FOR
MANAGEMENT
1g
Election of Director Joshua Cooper Ramo
FOR
FOR
MANAGEMENT
1h
Election of Director Clara Shih
FOR
FOR
MANAGEMENT
1i
Election of Director Javier Teruel
FOR
FOR
MANAGEMENT
1j
Election of Director Myron Ullman, III
FOR
FOR
MANAGEMENT
2
Approval of executive compensation
FOR
FOR
MANAGEMENT
3
Approval of public accountants
FOR
FOR
MANAGEMENT
4
Board diversity policy
AGAINST
AGAINST
SHAREHOLDER
5
Report on sustainable packaging
AGAINST
AGAINST
SHAREHOLDER



Stryker Corporation
 
Ticker: SYK
Security ID: 863667101
Meeting Date: 05/01/2019
Meeting Type: Annual
Record Date: 03/04/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-a
Election of Director Mary K. Brainerd
FOR
FOR
MANAGEMENT
1-b
Election of Director Srikant M. Datar, PhD
FOR
FOR
MANAGEMENT
1-c
Election of Director Roch Doliveux, DVM
FOR
FOR
MANAGEMENT
1-d
Election of Director Louise L. Francesconi
FOR
FOR
MANAGEMENT
1-e
Election of Director Allan C. Golston
FOR
FOR
MANAGEMENT
1-f
Election of Director Kevin A. Lobo
FOR
FOR
MANAGEMENT
1-g
Election of Director Sherilyn S. McCoy
FOR
FOR
MANAGEMENT
1-h
Election of Director Andrew K. Silvernail
FOR
FOR
MANAGEMENT
1-i
Election of Director Ronda E. Stryker
FOR
FOR
MANAGEMENT
1-j
Election of Director Rajeev Suri
FOR
FOR
MANAGEMENT
2
Ratification of public accounting firm
FOR
FOR
MANAGEMENT
3
Approval of executive compensation
FOR
FOR
MANAGEMENT



T. Rowe Price Group, Inc.
 
Ticker: TROW
Security ID: 74144T108
Meeting Date: 04/25/2019
Meeting Type: Annual
Record Date: 02/22/2019
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1A
Election of Director Mark S. Bartlett
FOR
FOR
MANAGEMENT
1B
Election of Director Mary K. Bush
FOR
FOR
MANAGEMENT
1C
Election of Director Dr. Freeman A. Hrabowski, III
FOR
FOR
MANAGEMENT
1D
Election of Director Robert F. MacLellan
FOR
FOR
MANAGEMENT
1E
Election of Director Olympia J. Snowe
FOR
FOR
MANAGEMENT
1F
Election of Director William J. Stromberg
FOR
FOR
MANAGEMENT
1G
Election of Director Richard R. Verrna
FOR
FOR
MANAGEMENT
1H
Election of Director Sandra S. Wijnberg
FOR
FOR
MANAGEMENT
1I
Election of Director Alan D. Wilson
FOR
FOR
MANAGEMENT
2
Say on pay
FOR
FOR
MANAGEMENT
3
Ratification of public accounting firm
FOR
FOR
MANAGEMENT


Waters Corporation
 
Ticker: WAT
Security ID: 941848103
Meeting Date: 05/14/2018
Meeting Type: Annual
Record Date: 03/20/2018
 

#
Proposal
Mgt Rec
Vote Cast
Sponsor
         
1-a
Election of Director Linda Baddour
FOR
FOR
MANAGEMENT
1-b
Election of Director Michael J. Berendt
FOR
FOR
MANAGEMENT
1-c
Election of Director Edward Conard
FOR
FOR
MANAGEMENT
1-d
Election of Director Laurie H. Glimcher
FOR
FOR
MANAGEMENT
1-e
Election of Director Gary E. Hendrickson
FOR
FOR
MANAGEMENT
1-f
Election of Director Christopher A. Kuebler
FOR
FOR
MANAGEMENT
1-g
Election of Director Christopher J. O’Connell
FOR
FOR
MANAGEMENT
1-h
Election of Director Flemming Ornskov, MD
FOR
FOR
MANAGEMENT
1-i
Election of Director Joann A. Reed
FOR
FOR
MANAGEMENT
1-j
Election of Director Thomas P. Salice
FOR
FOR
MANAGEMENT
2
Ratification of public accounting firm
FOR
FOR
MANAGEMENT
3
Advisory vote on executive compensation
FOR
FOR
MANAGEMENT


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EAGLE CAPITAL GROWTH FUND, INC.



By:
/s/ Luke E. Sims


Luke E. Sims, President




Date:
August 12, 2018