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: 811-06669

Name of Fund: BlackRock Capital Appreciation Fund, Inc.

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Capital Appreciation Fund, Inc., 55 East 52^nd Street, New York City, NY 10055.

Registrant’s telephone number, including area code: (800) 441-7762

Date of fiscal year end: 09/30

Date of reporting period: 07/01/2014 – 06/30/2015

Item 1 – Proxy Voting Record – Attached hereto.

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-06669
Reporting Period: 07/01/2014 - 06/30/2015
BlackRock Capital Appreciation Fund, Inc.









================== BlackRock Capital Appreciation Fund, Inc. ===================


ABBVIE INC.

Ticker:       ABBV           Security ID:  00287Y109
Meeting Date: MAY 08, 2015   Meeting Type: Annual
Record Date:  MAR 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne S. Austin        For       Withhold     Management
1.2   Elect Director Richard A. Gonzalez      For       For          Management
1.3   Elect Director Glenn F. Tilton          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ACTAVIS PLC

Ticker:       ACT            Security ID:  G0083B108
Meeting Date: JUN 05, 2015   Meeting Type: Annual
Record Date:  APR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul M. Bisaro           For       For          Management
1b    Elect Director Nesli Basgoz             For       For          Management
1c    Elect Director James H. Bloem           For       For          Management
1d    Elect Director Christopher W. Bodine    For       For          Management
1e    Elect Director Christopher J. Coughlin  For       For          Management
1f    Elect Director Michael R. Gallagher     For       For          Management
1g    Elect Director Catherine M. Klema       For       For          Management
1h    Elect Director Peter J. McDonnell       For       For          Management
1i    Elect Director Patrick J. O'Sullivan    For       For          Management
1j    Elect Director Brenton L. Saunders      For       For          Management
1k    Elect Director Ronald R. Taylor         For       For          Management
1l    Elect Director Fred G. Weiss            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
4     Change Company Name from Actavis plc    For       For          Management
      to Allergan plc
5     Amend Omnibus Stock Plan                For       For          Management
6     Report on Sustainability                Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder


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ALLIANCE DATA SYSTEMS CORPORATION

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce K. Anderson        For       For          Management
1.2   Elect Director Roger H. Ballou          For       For          Management
1.3   Elect Director D. Keith Cobb            For       For          Management
1.4   Elect Director E. Linn Draper, Jr.      For       For          Management
1.5   Elect Director Edward J. Heffernan      For       For          Management
1.6   Elect Director Kenneth R. Jensen        For       For          Management
1.7   Elect Director Robert A. Minicucci      For       For          Management
1.8   Elect Director Laurie A. Tucker         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
6     Proxy Access                            Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 10, 2015   Meeting Type: Annual
Record Date:  JAN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tim Cook                 For       For          Management
1.2   Elect Director Al Gore                  For       For          Management
1.3   Elect Director Bob Iger                 For       For          Management
1.4   Elect Director Andrea Jung              For       For          Management
1.5   Elect Director Art Levinson             For       For          Management
1.6   Elect Director Ron Sugar                For       For          Management
1.7   Elect Director Sue Wagner               For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Report on Risks Associated with Repeal  Against   Against      Shareholder
      of Climate Change Policies
6     Adopt Proxy Access Right                Against   For          Shareholder


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ATHENAHEALTH, INC.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 10, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jacqueline B. Kosecoff   For       For          Management
1.2   Elect Director David E. Robinson        For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 02, 2015   Meeting Type: Annual
Record Date:  MAR 04, 2015

#     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 Stephen B. Burke         For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates, III    For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         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
1.12  Elect Director Meryl B. Witmer          For       For          Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: OCT 08, 2014   Meeting Type: Special
Record Date:  AUG 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JUN 04, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Beal           For       For          Management
1.2   Elect Director Tucker S. Bridwell       For       For          Management
1.3   Elect Director Mark B. Puckett          For       For          Management
2     Ratify Grant Thornton LLP as Auditors   For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: NOV 19, 2014   Meeting Type: Special
Record Date:  OCT 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 29, 2015   Meeting Type: Annual
Record Date:  MAR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director P. Robert Bartolo        For       For          Management
1b    Elect Director Cindy Christy            For       For          Management
1c    Elect Director Ari Q. Fitzgerald        For       For          Management
1d    Elect Director Robert E. Garrison, II   For       For          Management
1e    Elect Director Dale N. Hatfield         For       For          Management
1f    Elect Director Lee W. Hogan             For       For          Management
1g    Elect Director John P. Kelly            For       For          Management
1h    Elect Director Robert F. McKenzie       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


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CVS HEALTH CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard M. Bracken       For       For          Management
1b    Elect Director C. David Brown, II       For       For          Management
1c    Elect Director Alecia A. DeCoudreaux    For       For          Management
1d    Elect Director Nancy-Ann M. DeParle     For       For          Management
1e    Elect Director David W. Dorman          For       For          Management
1f    Elect Director Anne M. Finucane         For       For          Management
1g    Elect Director Larry J. Merlo           For       For          Management
1h    Elect Director Jean-Pierre Millon       For       For          Management
1i    Elect Director Richard J. Swift         For       Against      Management
1j    Elect Director William C. Weldon        For       For          Management
1k    Elect Director Tony L. White            For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions


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DELPHI AUTOMOTIVE PLC

Ticker:       DLPH           Security ID:  G27823106
Meeting Date: APR 23, 2015   Meeting Type: Annual
Record Date:  FEB 23, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kevin P. Clark as a Director      For       For          Management
1.2   Re-elect Gary L. Cowger as a Director   For       For          Management
1.3   Re-elect Nicholas M. Donofrio as a      For       For          Management
      Director
1.4   Re-elect Mark P. Frissora as a Director For       For          Management
1.5   Re-elect Rajiv L. Gupta as a Director   For       For          Management
1.6   Re-elect J. Randall MacDonald as a      For       For          Management
      Director
1.7   Re-elect Sean O. Mahoney as a Director  For       For          Management
1.8   Elect Timothy M. Manganello as a        For       For          Management
      Director
1.9   Re-elect Thomas W. Sidlik as a Director For       For          Management
1.10  Re-elect Bernd Wiedemann as a Director  For       For          Management
1.11  Re-elect Lawrence A. Zimmerman as a     For       For          Management
      Director
12    Ratify Ernst & Young LLP as Auditors    For       For          Management
      and Authorize Board to Fix Their
      Remuneration
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 25, 2015   Meeting Type: Annual
Record Date:  MAY 01, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Anderson      For       For          Management
1b    Elect Director Edward H. Bastian        For       For          Management
1c    Elect Director Francis S. Blake         For       For          Management
1d    Elect Director Roy J. Bostock           For       For          Management
1e    Elect Director John S. Brinzo           For       For          Management
1f    Elect Director Daniel A. Carp           For       For          Management
1g    Elect Director David G. DeWalt          For       For          Management
1h    Elect Director Thomas E. Donilon        For       For          Management
1i    Elect Director William H. Easter, III   For       For          Management
1j    Elect Director Mickey P. Foret          For       For          Management
1k    Elect Director Shirley C. Franklin      For       For          Management
1l    Elect Director David R. Goode           For       For          Management
1m    Elect Director George N. Mattson        For       For          Management
1n    Elect Director Douglas R. Ralph         For       For          Management
1o    Elect Director Sergio A.L. Rial         For       For          Management
1p    Elect Director Kenneth B. Woodrow       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Adopt Share Retention Policy For        Against   Against      Shareholder
      Senior Executives


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DISCOVER FINANCIAL SERVICES

Ticker:       DFS            Security ID:  254709108
Meeting Date: APR 29, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Aronin        For       For          Management
1.2   Elect Director Mary K. Bush             For       For          Management
1.3   Elect Director Gregory C. Case          For       For          Management
1.4   Elect Director Candace H. Duncan        For       For          Management
1.5   Elect Director Cynthia A. Glassman      For       For          Management
1.6   Elect Director Richard H. Lenny         For       For          Management
1.7   Elect Director Thomas G. Maheras        For       For          Management
1.8   Elect Director Michael H. Moskow        For       For          Management
1.9   Elect Director David W. Nelms           For       For          Management
1.10  Elect Director Mark A. Thierer          For       For          Management
1.11  Elect Director Lawrence A. Weinbach     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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DOLLAR GENERAL CORPORATION

Ticker:       DG             Security ID:  256677105
Meeting Date: MAY 27, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Warren F. Bryant         For       For          Management
1b    Elect Director Michael M. Calbert       For       For          Management
1c    Elect Director Sandra B. Cochran        For       For          Management
1d    Elect Director Richard W. Dreiling      For       For          Management
1e    Elect Director Patricia D. Fili-Krushel For       For          Management
1f    Elect Director Paula A. Price           For       For          Management
1g    Elect Director William C. Rhodes, III   For       For          Management
1h    Elect Director David B. Rickard         For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management


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ECOLAB INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas M. Baker, Jr.    For       For          Management
1.2   Elect Director Barbara J. Beck          For       For          Management
1.3   Elect Director Leslie S. Biller         For       For          Management
1.4   Elect Director Carl M. Casale           For       For          Management
1.5   Elect Director Stephen I. Chazen        For       For          Management
1.6   Elect Director Jeffrey M. Ettinger      For       For          Management
1.7   Elect Director Jerry A. Grundhofer      For       For          Management
1.8   Elect Director Arthur J. Higgins        For       For          Management
1.9   Elect Director Joel W. Johnson          For       For          Management
1.10  Elect Director Michael Larson           For       Against      Management
1.11  Elect Director Jerry W. Levin           For       For          Management
1.12  Elect Director Robert L. Lumpkins       For       For          Management
1.13  Elect Director Tracy B. McKibben        For       For          Management
1.14  Elect Director Victoria J. Reich        For       For          Management
1.15  Elect Director Suzanne M. Vautrinot     For       For          Management
1.16  Elect Director John J. Zillmer          For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary G. Benanav          For       For          Management
1b    Elect Director Maura C. Breen           For       For          Management
1c    Elect Director William J. DeLaney       For       For          Management
1d    Elect Director Elder Granger            For       For          Management
1e    Elect Director Nicholas J. LaHowchic    For       For          Management
1f    Elect Director Thomas P. Mac Mahon      For       For          Management
1g    Elect Director Frank Mergenthaler       For       For          Management
1h    Elect Director Woodrow A. Myers, Jr.    For       For          Management
1i    Elect Director Roderick A. Palmore      For       For          Management
1j    Elect Director George Paz               For       For          Management
1k    Elect Director William L. Roper         For       For          Management
1l    Elect Director Seymour Sternberg        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: JUN 11, 2015   Meeting Type: Annual
Record Date:  APR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Erskine B. Bowles        For       For          Management
1.3   Elect Director Susan D.                 For       For          Management
      Desmond-Hellmann
1.4   Elect Director Reed Hastings            For       For          Management
1.5   Elect Director Jan Koum                 For       For          Management
1.6   Elect Director Sheryl K. Sandberg       For       For          Management
1.7   Elect Director Peter A. Thiel           For       For          Management
1.8   Elect Director Mark Zuckerberg          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Sustainability                Against   Against      Shareholder
6     Report on Human Rights Risk Assessment  Against   Against      Shareholder
      Process


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Cogan            For       For          Management
1b    Elect Director Etienne F. Davignon      For       For          Management
1c    Elect Director Carla A. Hills           For       For          Management
1d    Elect Director Kevin E. Lofton          For       For          Management
1e    Elect Director John W. Madigan          For       For          Management
1f    Elect Director John C. Martin           For       For          Management
1g    Elect Director Nicholas G. Moore        For       For          Management
1h    Elect Director Richard J. Whitley       For       For          Management
1i    Elect Director Gayle E. Wilson          For       For          Management
1j    Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Report on Sustainability                Against   Against      Shareholder
8     Report on Specialty Drug Pricing Risks  Against   Against      Shareholder


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       Withhold     Management
1.8   Elect Director Alan R. Mulally          For       For          Management
1.9   Elect Director Paul S. Otellini         For       For          Management
1.10  Elect Director K. Ram Shriram           For       For          Management
1.11  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Lobbying Payments and Policy  Against   Against      Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
7     Report on Costs of Renewable Energy     Against   Against      Shareholder
      Investments
8     Report on Risks Associated with Repeal  Against   Against      Shareholder
      of Climate Change Policies


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HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 16, 2015   Meeting Type: Annual
Record Date:  FEB 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kurt J. Hilzinger        For       For          Management
1b    Elect Director Bruce D. Broussard       For       For          Management
1c    Elect Director Frank A. D'Amelio        For       For          Management
1d    Elect Director W. Roy Dunbar            For       For          Management
1e    Elect Director David A. Jones, Jr.      For       For          Management
1f    Elect Director William J. McDonald      For       For          Management
1g    Elect Director William E. Mitchell      For       For          Management
1h    Elect Director David B. Nash            For       For          Management
1i    Elect Director James J. O'Brien         For       For          Management
1j    Elect Director Marissa T. Peterson      For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2015   Meeting Type: Annual
Record Date:  MAR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director James A. Bell            For       For          Management
1c    Elect Director Crandall C. Bowles       For       For          Management
1d    Elect Director Stephen B. Burke         For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Laban P. Jackson, Jr.    For       For          Management
1i    Elect Director Michael A. Neal          For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Amend Omnibus Stock Plan                For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
8     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
9     Report on Certain Vesting Program       Against   Against      Shareholder
10    Disclosure of Recoupment Activity from  Against   For          Shareholder
      Senior Officers


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LIBERTY GLOBAL PLC

Ticker:       LBTYK          Security ID:  G5480U104
Meeting Date: FEB 24, 2015   Meeting Type: Special
Record Date:  DEC 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt New Articles of Association       For       Against      Management
2     Approve Management and Allocation       For       Against      Management
      Policies Relating to the Liberty
      Global Group and LiLAC Group
3     Approve Share Consolidation             For       Against      Management
4     Amend Articles of Association with      For       Against      Management
      Respect to Voting on the Variation of
      Rights Attached to Classes of Shares
5     Authorise Shares for Market Purchase    For       Abstain      Management
6     Approve the Director Securities         For       Abstain      Management
      Purchase Proposal
7     Approve Employee Savings-Related Share  For       For          Management
      Purchase Plan
8     Adopt New Articles of Association       For       Against      Management
9     Amend Articles of Association with      For       Against      Management
      Respect to Voting on the Variation of
      Rights Attached to Classes of Shares


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LIBERTY GLOBAL PLC

Ticker:       LBTYK          Security ID:  G5480U104
Meeting Date: JUN 25, 2015   Meeting Type: Annual
Record Date:  APR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael T. Fries         For       For          Management
2     Elect Director Paul A. Gould            For       For          Management
3     Elect Director John C. Malone           For       For          Management
4     Elect Director Larry E. Romrell         For       For          Management
5     Approve Remuneration Report             For       Against      Management
6     Ratify KPMG LLP as Independent Auditors For       For          Management
7     Ratify KPMG LLP as Statutory Auditor    For       For          Management
8     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors


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LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 07, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie Kilgore           For       For          Management
1.2   Elect Director Jeffrey Weiner           For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Plans to Increase Board       None      Against      Shareholder
      Diversity


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LULULEMON ATHLETICA INC.

Ticker:       LULU           Security ID:  550021109
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven J. Collins        For       For          Management
1.2   Elect Director Martha A.M. Morfitt      For       For          Management
1.3   Elect Director Rhoda M. Pitcher         For       For          Management
1.4   Elect Director Emily White              For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Cease Using Down in Products            Against   Against      Shareholder


--------------------------------------------------------------------------------

MALLINCKRODT PLC

Ticker:       MNK            Security ID:  G5785G107
Meeting Date: MAR 19, 2015   Meeting Type: Annual
Record Date:  JAN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Melvin D. Booth          For       For          Management
1b    Elect Director Don M. Bailey            For       For          Management
1c    Elect Director David R. Carlucci        For       For          Management
1d    Elect Director J. Martin Carroll        For       For          Management
1e    Elect Director Diane H. Gulyas          For       For          Management
1f    Elect Director Nancy S. Lurker          For       For          Management
1g    Elect Director JoAnn A. Reed            For       For          Management
1h    Elect Director Angus C. Russell         For       For          Management
1i    Elect Director Virgil D. Thompson       For       For          Management
1j    Elect Director Mark C. Trudeau          For       For          Management
1k    Elect Director Kneeland C. Youngblood   For       For          Management
1l    Elect Director Joseph A. Zaccagnino     For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Authorize Share Repurchase up to 10     For       For          Management
      Percent of Issued Share Capital
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      Holds as Treasury Shares
7     Authorize the Holding of the 2016 AGM   For       For          Management
      at a Location Outside Ireland


--------------------------------------------------------------------------------

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 09, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard Haythornthwaite  For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Silvio Barzi             For       For          Management
1d    Elect Director David R. Carlucci        For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Julius Genachowski       For       For          Management
1g    Elect Director Merit E. Janow           For       For          Management
1h    Elect Director Nancy J. Karch           For       For          Management
1i    Elect Director Marc Olivie              For       For          Management
1j    Elect Director Rima Qureshi             For       For          Management
1k    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1l    Elect Director Jackson P. Tai           For       For          Management
1m    Elect Director Edward Suning Tian       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 30, 2015   Meeting Type: Annual
Record Date:  DEC 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director Janice L. Fields         For       For          Management
1c    Elect Director Hugh Grant               For       For          Management
1d    Elect Director Laura K. Ipsen           For       For          Management
1e    Elect Director Marcos M. Lutz           For       For          Management
1f    Elect Director C. Steven McMillan       For       For          Management
1g    Elect Director William U. Parfet        For       For          Management
1h    Elect Director George H. Poste          For       For          Management
1i    Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 14, 2015   Meeting Type: Annual
Record Date:  FEB 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jorge A. Bermudez        For       For          Management
1.2   Elect Director Kathryn M. Hill          For       For          Management
1.3   Elect Director Leslie F. Seidman        For       For          Management
1.4   Elect Director Ewald Kist               For       For          Management
1.5   Elect Director Henry A. McKinnell, Jr.  For       For          Management
1.6   Elect Director John K. Wulff            For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

NETFLIX, INC.

Ticker:       NFLX           Security ID:  64110L106
Meeting Date: JUN 09, 2015   Meeting Type: Annual
Record Date:  APR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard N. Barton        For       Withhold     Management
1.2   Elect Director Bradford L. Smith        For       For          Management
1.3   Elect Director Anne M. Sweeney          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          Management
5     Adopt Proxy Access Right                Against   For          Shareholder
6     Adopt Simple Majority Vote              Against   For          Shareholder
7     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 18, 2014   Meeting Type: Annual
Record Date:  JUL 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan B. Graf, Jr.        For       For          Management
1.2   Elect Director John C. Lechleiter       For       For          Management
1.3   Elect Director Michelle A. Peluso       For       For          Management
1.4   Elect Director Phyllis M. Wise          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

PERRIGO COMPANY PLC

Ticker:       PRGO           Security ID:  G97822103
Meeting Date: NOV 04, 2014   Meeting Type: Annual
Record Date:  SEP 05, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Laurie Brlas             For       For          Management
1.2   Elect Director Gary M. Cohen            For       For          Management
1.3   Elect Director Jacqualyn A. Fouse       For       For          Management
1.4   Elect Director David T. Gibbons         For       For          Management
1.5   Elect Director Ran Gottfried            For       For          Management
1.6   Elect Director Ellen R. Hoffing         For       For          Management
1.7   Elect Director Michael J. Jandernoa     For       For          Management
1.8   Elect Director Gary K. Kunkle, Jr.      For       For          Management
1.9   Elect Director Herman Morris, Jr.       For       For          Management
1.10  Elect Director Donal O'Connor           For       For          Management
1.11  Elect Director Joseph C. Papa           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Authorize Share Repurchase Program      For       For          Management
5     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares
6     Approve Creation of Distributable       For       For          Management
      Reserves


--------------------------------------------------------------------------------

PIONEER NATURAL RESOURCES COMPANY

Ticker:       PXD            Security ID:  723787107
Meeting Date: MAY 20, 2015   Meeting Type: Annual
Record Date:  MAR 26, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edison C. Buchanan       For       For          Management
1.2   Elect Director Andrew F. Cates          For       For          Management
1.3   Elect Director Timothy L. Dove          For       For          Management
1.4   Elect Director Phillip A. Gobe          For       For          Management
1.5   Elect Director Larry R. Grillot         For       For          Management
1.6   Elect Director Stacy P. Methvin         For       For          Management
1.7   Elect Director Royce W. Mitchell        For       For          Management
1.8   Elect Director Frank A. Risch           For       For          Management
1.9   Elect Director Scott D. Sheffield       For       For          Management
1.10  Elect Director J. Kenneth Thompson      For       For          Management
1.11  Elect Director Phoebe A. Wood           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Access Right                Against   For          Shareholder


--------------------------------------------------------------------------------

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 12, 2014   Meeting Type: Annual
Record Date:  JUN 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark Donegan             For       For          Management
1b    Elect Director Don R. Graber            For       For          Management
1c    Elect Director Lester L. Lyles          For       For          Management
1d    Elect Director Daniel J. Murphy         For       For          Management
1e    Elect Director Vernon E. Oechsle        For       For          Management
1f    Elect Director Ulrich Schmidt           For       For          Management
1g    Elect Director Richard L. Wambold       For       For          Management
1h    Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


--------------------------------------------------------------------------------

REGENERON PHARMACEUTICALS, INC.

Ticker:       REGN           Security ID:  75886F107
Meeting Date: JUN 12, 2015   Meeting Type: Annual
Record Date:  APR 16, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles A. Baker         For       For          Management
1.2   Elect Director Arthur F. Ryan           For       For          Management
1.3   Elect Director George L. Sing           For       For          Management
1.4   Elect Director Marc Tessier-Lavigne     For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Proxy Access                            Against   Against      Shareholder


--------------------------------------------------------------------------------

RESTORATION HARDWARE HOLDINGS, INC.

Ticker:       RH             Security ID:  761283100
Meeting Date: JUN 24, 2015   Meeting Type: Annual
Record Date:  MAY 08, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary Friedman            For       For          Management
1.2   Elect Director Carlos Alberini          For       For          Management
1.3   Elect Director J. Michael Chu           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 04, 2015   Meeting Type: Annual
Record Date:  APR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Marc R. Benioff          For       For          Management
1b    Elect Director Keith G. Block           For       For          Management
1c    Elect Director Craig A. Conway          For       For          Management
1d    Elect Director Alan G. Hassenfeld       For       For          Management
1e    Elect Director Colin L. Powell          For       For          Management
1f    Elect Director Sanford R. Robertson     For       For          Management
1g    Elect Director John V. Roos             For       For          Management
1h    Elect Director Lawrence J. Tomlinson    For       For          Management
1i    Elect Director Robin L. Washington      For       For          Management
1j    Elect Director Maynard G. Webb          For       For          Management
1k    Elect Director Susan D. Wojcicki        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SANDISK CORPORATION

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: JUN 18, 2015   Meeting Type: Annual
Record Date:  APR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael E. Marks         For       For          Management
1b    Elect Director Irwin Federman           For       For          Management
1c    Elect Director Steven J. Gomo           For       For          Management
1d    Elect Director Eddy W. Hartenstein      For       For          Management
1e    Elect Director Chenming Hu              For       For          Management
1f    Elect Director Catherine P. Lego        For       For          Management
1g    Elect Director Sanjay Mehrotra          For       For          Management
1h    Elect Director D. Scott Mercer          For       For          Management
2     Ratify Ernst & Young LLP as  Auditors   For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SPIRIT AIRLINES, INC.

Ticker:       SAVE           Security ID:  848577102
Meeting Date: JUN 16, 2015   Meeting Type: Annual
Record Date:  APR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Johnson        For       For          Management
1.2   Elect Director Barclay G. Jones, III    For       For          Management
1.3   Elect Director Dawn M. Zier             For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

SPLUNK INC.

Ticker:       SPLK           Security ID:  848637104
Meeting Date: JUN 11, 2015   Meeting Type: Annual
Record Date:  APR 15, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen Newberry         For       For          Management
1b    Elect Director Graham Smith             For       For          Management
1c    Elect Director Godfrey Sullivan         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 18, 2015   Meeting Type: Annual
Record Date:  JAN 08, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Howard Schultz           For       For          Management
1b    Elect Director William W. Bradley       For       For          Management
1c    Elect Director Robert M. Gates          For       For          Management
1d    Elect Director Mellody Hobson           For       For          Management
1e    Elect Director Kevin R. Johnson         For       For          Management
1f    Elect Director Olden Lee                For       For          Management
1g    Elect Director Joshua Cooper Ramo       For       For          Management
1h    Elect Director James G. Shennan, Jr.    For       For          Management
1i    Elect Director Clara Shih               For       For          Management
1j    Elect Director Javier G. Teruel         For       For          Management
1k    Elect Director Myron E. Ullman, III     For       For          Management
1l    Elect Director Craig E. Weatherup       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Sustainability
5     Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

TENCENT HOLDINGS LTD.

Ticker:       00700          Security ID:  G87572163
Meeting Date: MAY 13, 2015   Meeting Type: Annual
Record Date:  MAY 08, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3.1a  Elect Li Dong Sheng as Director         For       Against      Management
3.1b  Elect Iain Ferguson Bruce as Director   For       Against      Management
3.2   Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Approve Auditor and Authorize Board to  For       Against      Management
      Fix Their Remuneration
5     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Repurchase of Issued Share    For       For          Management
      Capital
7     Authorize Reissuance of Repurchased     For       Against      Management
      Shares


--------------------------------------------------------------------------------

THE HERSHEY COMPANY

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 28, 2015   Meeting Type: Annual
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela M. Arway          For       For          Management
1.2   Elect Director John P. Bilbrey          For       For          Management
1.3   Elect Director Robert F. Cavanaugh      For       For          Management
1.4   Elect Director Charles A. Davis         For       For          Management
1.5   Elect Director Mary Kay Haben           For       For          Management
1.6   Elect Director Robert M. Malcolm        For       For          Management
1.7   Elect Director James M. Mead            For       Withhold     Management
1.8   Elect Director James E. Nevels          For       Withhold     Management
1.9   Elect Director Anthony J. Palmer        For       For          Management
1.10  Elect Director Thomas J. Ridge          For       For          Management
1.11  Elect Director David L. Shedlarz        For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 23, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ari Bousbib              For       For          Management
1b    Elect Director Gregory D. Brenneman     For       For          Management
1c    Elect Director J. Frank Brown           For       For          Management
1d    Elect Director Albert P. Carey          For       For          Management
1e    Elect Director Armando Codina           For       For          Management
1f    Elect Director Helena B. Foulkes        For       For          Management
1g    Elect Director Wayne M. Hewett          For       For          Management
1h    Elect Director Karen L. Katen           For       Against      Management
1i    Elect Director Craig A. Menear          For       For          Management
1j    Elect Director Mark Vadon               For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


--------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 12, 2015   Meeting Type: Annual
Record Date:  JAN 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    Elect Director John S. Chen             For       For          Management
1c    Elect Director Jack Dorsey              For       For          Management
1d    Elect Director Robert A. Iger           For       For          Management
1e    Elect Director Fred H. Langhammer       For       For          Management
1f    Elect Director Aylwin B. Lewis          For       For          Management
1g    Elect Director Monica C. Lozano         For       For          Management
1h    Elect Director Robert W. Matschullat    For       For          Management
1i    Elect Director Sheryl K. Sandberg       For       For          Management
1j    Elect Director Orin C. Smith            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


--------------------------------------------------------------------------------

TRIPADVISOR, INC.

Ticker:       TRIP           Security ID:  896945201
Meeting Date: JUN 18, 2015   Meeting Type: Annual
Record Date:  APR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory B. Maffei        For       Withhold     Management
1.2   Elect Director Stephen Kaufer           For       For          Management
1.3   Elect Director Jonathan F. Miller       For       Withhold     Management
1.4   Elect Director Dipchand (Deep) Nishar   For       For          Management
1.5   Elect Director Jeremy Philips           For       For          Management
1.6   Elect Director Spencer M. Rascoff       For       For          Management
1.7   Elect Director Christopher W. Shean     For       For          Management
1.8   Elect Director Sukhinder Singh Cassidy  For       For          Management
1.9   Elect Director Robert S. Wiesenthal     For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director David B. Dillon          For       For          Management
1.4   Elect Director Lance M. Fritz           For       For          Management
1.5   Elect Director Judith Richards Hope     For       For          Management
1.6   Elect Director John J. Koraleski        For       For          Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Michael R. McCarthy      For       For          Management
1.9   Elect Director Michael W. McConnell     For       For          Management
1.10  Elect Director Thomas F. McLarty, III   For       For          Management
1.11  Elect Director Steven R. Rogel          For       For          Management
1.12  Elect Director Jose H. Villarreal       For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

UNITED THERAPEUTICS CORPORATION

Ticker:       UTHR           Security ID:  91307C102
Meeting Date: JUN 26, 2015   Meeting Type: Annual
Record Date:  APR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Katherine Klein          For       For          Management
1.2   Elect Director Raymond Kurzweil         For       For          Management
1.3   Elect Director Martine Rothblatt        For       For          Management
1.4   Elect Director Louis Sullivan           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 01, 2015   Meeting Type: Annual
Record Date:  APR 02, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Glenn M. Renwick         For       For          Management
1i    Elect Director Kenneth I. Shine         For       For          Management
1j    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Change State of Incorporation from      For       For          Management
      Minnesota to Delaware
5     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
6     Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

Ticker:       VRX            Security ID:  91911K102
Meeting Date: MAY 19, 2015   Meeting Type: Annual
Record Date:  MAR 24, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ronald H. Farmer         For       For          Management
1b    Elect Director Colleen A. Goggins       For       For          Management
1c    Elect Director Robert A. Ingram         For       For          Management
1d    Elect Director Anders O. Lonner         For       For          Management
1e    Elect Director Theo Melas-Kyriazi       For       For          Management
1f    Elect Director J. Michael Pearson       For       For          Management
1g    Elect Director Robert N. Power          For       For          Management
1h    Elect Director Norma A. Provencio       For       For          Management
1i    Elect Director Howard B. Schiller       For       For          Management
1j    Elect Director Katharine B. Stevenson   For       For          Management
1k    Elect Director Jeffrey W. Ubben         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: JUN 04, 2015   Meeting Type: Annual
Record Date:  APR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey M. Leiden        For       For          Management
1.2   Elect Director Bruce I. Sachs           For       For          Management
1.3   Elect Director Sangeeta N. Bhatia       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Adopt Proxy Access Right                Against   For          Shareholder
7     Report on Specialty Drug Pricing Risks  Against   Against      Shareholder


--------------------------------------------------------------------------------

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 28, 2015   Meeting Type: Annual
Record Date:  DEC 01, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary B. Cranston         For       For          Management
1b    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1c    Elect Director Alfred F. Kelly, Jr.     For       For          Management
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Charles W. Scharf        For       For          Management
1i    Elect Director William S. Shanahan      For       For          Management
1j    Elect Director John A. C. Swainson      For       For          Management
1k    Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Approve Amendments to the Certificate   For       For          Management
      of Incorporation to Facilitate Stock
      Splits
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5a    Remove Supermajority Vote Requirement   For       For          Management
      for Exiting Core Payment Business
5b    Remove Supermajority Vote Requirement   For       For          Management
      for Future Amendments to Certain
      Sections of Company's Certificate of
      Incorporation
5c    Remove Supermajority Vote Requirement   For       For          Management
      for Approval of Exceptions to Transfer
      Certifications
5d    Remove Supermajority Vote Requirement   For       For          Management
      for Removal of Directors
5e    Remove Supermajority Vote Requirement   For       For          Management
      for Future Amendments to the Advance
      Notice Provision in the Bylaws
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WORKDAY, INC.

Ticker:       WDAY           Security ID:  98138H101
Meeting Date: JUN 03, 2015   Meeting Type: Annual
Record Date:  APR 06, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aneel Bhusri             For       For          Management
1.2   Elect Director David A. Duffield        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management


--------------------------------------------------------------------------------

WYNN RESORTS, LIMITED

Ticker:       WYNN           Security ID:  983134107
Meeting Date: APR 24, 2015   Meeting Type: Proxy Contest
Record Date:  MAR 05, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director John J. Hagenbuch        For       Did Not Vote Management
1.2   Elect Director J. Edward Virtue         For       Did Not Vote Management
2     Ratify Ernst & Young LLP as Auditors    For       Did Not Vote Management
3     Amend Articles of Incorporation to      For       Did Not Vote Management
      Provide the Company with Additional
      Flexibility in Making Distribution to
      its Shareholders
4     Report on Political Contributions       Against   Did Not Vote Shareholder
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)             None
1.1   Elect Directors Elaine P. Wynn          For       For          Shareholder
1.2   Elect Directors J. Edward Virtue        For       For          Shareholder
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Articles of Incorporation to      For       For          Management
      Provide the Company with Additional
      Flexibility in Making Distribution to
      its Shareholders
4     Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

YAHOO! INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 24, 2015   Meeting Type: Annual
Record Date:  APR 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Filo               For       For          Management
1.2   Elect Director Susan M. James           For       For          Management
1.3   Elect Director Max R. Levchin           For       For          Management
1.4   Elect Director Marissa A. Mayer         For       For          Management
1.5   Elect Director Thomas J. McInerney      For       For          Management
1.6   Elect Director Charles R. Schwab        For       For          Management
1.7   Elect Director H. Lee Scott, Jr.        For       For          Management
1.8   Elect Director Jane E. Shaw             For       For          Management
1.9   Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Establish Board Committee on Human      Against   Against      Shareholder
      Rights
5     Provide Right to Act by Written Consent Against   Against      Shareholder

========== END NPX REPORT

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.

BlackRock Capital Appreciation Fund, Inc.
By:	/s/ John Perlowski
	John Perlowski
	Chief Executive Officer of
	BlackRock Capital Appreciation Fund, Inc.

Date: August 26, 2015