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 811-09607
Fairholme Funds, Inc.
(Exact name of registrant as specified in charter)
4400 Biscayne Blvd., 9th Floor
Miami, FL 33137
(Address of principal executive offices) (Zip code)
Bruce R. Berkowitz
4400 Biscayne Blvd., 9th Floor
Miami, FL 33137
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-866-202-2263
Date of fiscal year end: November 30
Date of reporting period: July 1, 2016 – June 30, 2017
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 (§§ 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. § 3507.
PROXY VOTING RECORD
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2016 - 06/30/2017
REGISTRANT ADDRESS: 4400 Biscayne Boulevard 9th Floor, Miami, FL 33137
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME FUND
The Fairholme Fund Proxy Voting Record
SERITAGE GROWTH PROPERTIES
Security | 81752R100 | Meeting Type | Annual | |||
Ticker Symbol | SRG | Meeting Date | 25-Apr-2017 | |||
ISIN | US81752R1005 | Agenda | 934545697 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1A. | ELECTION OF CLASS II TRUSTEE: KENNETH T. LOMBARD | MANAGEMENT | FOR | FOR | ||||
1B. | ELECTION OF CLASS II TRUSTEE: BENJAMIN SCHALL | MANAGEMENT | FOR | FOR | ||||
2. | THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR | ||||
3. | ADVISORY VOTE TO APPROVE SERITAGE GROWTH PROPERTIES’ EXECUTIVE COMPENSATION. | MANAGEMENT | FOR | FOR | ||||
4. | THE DETERMINATION, ON AN ADVISORY BASIS, OF THE FREQUENCY IN WHICH SHAREHOLDERS WILL PARTICIPATE IN ANY ADVISORY VOTE ON EXECUTIVE COMPENSATION. | MANAGEMENT | 1 YEAR | FOR |
SEARS HOLDINGS CORPORATION
Security | 812350106 | Meeting Type | Annual | |||
Ticker Symbol | SHLD | Meeting Date | 10-May-2017 | |||
ISIN | US8123501061 | Agenda | 934559545 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1. | DIRECTOR | MANAGEMENT | ||||||
1 BRUCE R. BERKOWITZ | FOR | FOR | ||||||
2 PAUL G. DEPODESTA | FOR | FOR | ||||||
3 KUNAL S. KAMLANI | FOR | FOR | ||||||
4 WILLIAM C. KUNKLER, III | FOR | FOR | ||||||
5 EDWARD S. LAMPERT | FOR | FOR | ||||||
6 ANN N. REESE | FOR | FOR | ||||||
7 THOMAS J. TISCH | FOR | FOR | ||||||
2. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
3. | ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | 1 YEAR | FOR | ||||
4. | RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR |
LANDS’ END, INC.
Security | 51509F105 | Meeting Type | Annual | |||
Ticker Symbol | LE | Meeting Date | 11-May-2017 | |||
ISIN | US51509F1057 | Agenda | 934559228 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1. | DIRECTOR | MANAGEMENT | ||||||
1 ROBERT A. BOWMAN | FOR | FOR | ||||||
2 ROBERT GALVIN | FOR | FOR | ||||||
3 JEROME S. GRIFFITH | FOR | FOR | ||||||
4 ELIZABETH LEYKUM | FOR | FOR | ||||||
5 JOSEPHINE LINDEN | FOR | FOR | ||||||
6 JOHN T. MCCLAIN | FOR | FOR | ||||||
7 JIGNESH PATEL | FOR | FOR | ||||||
8 JONAH STAW | FOR | FOR | ||||||
2. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
3. | APPROVE THE LANDS’ END, INC. 2017 STOCK PLAN. | MANAGEMENT | FOR | FOR | ||||
4. | RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR |
SEARS HOMETOWN AND OUTLET STORES, INC.
Security | 812362101 | Meeting Type | Annual | |||
Ticker Symbol | SHOS | Meeting Date | 24-May-2017 | |||
ISIN | US8123621018 | Agenda | 934581655 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1. | DIRECTOR | MANAGEMENT | ||||||
1 E.J. BIRD | FOR | FOR | ||||||
2 JAMES F. GOOCH | FOR | FOR | ||||||
3 JOSEPHINE LINDEN | FOR | FOR | ||||||
4 KEVIN LONGINO | FOR | FOR | ||||||
5 WILLIAM K. PHELAN | FOR | FOR | ||||||
6 WILL POWELL | FOR | FOR | ||||||
7 DAVID ROBBINS | FOR | FOR | ||||||
2. | APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
3. | RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR |
THE ST. JOE COMPANY
Security | 790148100 | Meeting Type | Annual | |||
Ticker Symbol | JOE | Meeting Date | 25-May-2017 | |||
ISIN | US7901481009 | Agenda | 934587239 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1A. | ELECTION OF DIRECTOR: CESAR L. ALVAREZ | MANAGEMENT | FOR | FOR | ||||
1B. | ELECTION OF DIRECTOR: BRUCE R. BERKOWITZ | MANAGEMENT | FOR | FOR | ||||
1C. | ELECTION OF DIRECTOR: HOWARD S. FRANK | MANAGEMENT | FOR | FOR | ||||
1D. | ELECTION OF DIRECTOR: JORGE L. GONZALEZ | MANAGEMENT | FOR | FOR | ||||
1E. | ELECTION OF DIRECTOR: JAMES S. HUNT | MANAGEMENT | FOR | FOR | ||||
1F. | ELECTION OF DIRECTOR: STANLEY MARTIN | MANAGEMENT | FOR | FOR | ||||
1G. | ELECTION OF DIRECTOR: THOMAS P. MURPHY, JR. | MANAGEMENT | FOR | FOR | ||||
1H. | ELECTION OF DIRECTOR: VITO S. PORTERA | MANAGEMENT | FOR | FOR | ||||
2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. | MANAGEMENT | FOR | FOR | ||||
3. | APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
4. | APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | 1 YEAR | FOR |
IMPERIAL METALS CORPORATION
Security | 452892102 | Meeting Type | Annual | |||
Ticker Symbol | IPMLF | Meeting Date | 25-May-2017 | |||
ISIN | CA4528921022 | Agenda | 934600645 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
01 | DIRECTOR | MANAGEMENT | ||||||
1 PIERRE LEBEL | FOR | FOR | ||||||
2 J. BRIAN KYNOCH | FOR | FOR | ||||||
3 LARRY G. MOELLER | FOR | FOR | ||||||
4 THEODORE W. MURARO | FOR | FOR | ||||||
5 LAURIE PARE | FOR | FOR | ||||||
6 EDWARD A. YURKOWSKI | FOR | FOR | ||||||
02 | APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. | MANAGEMENT | FOR | FOR |
PROXY VOTING RECORD
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2016 - 06/30/2017
REGISTRANT ADDRESS: 4400 Biscayne Boulevard 9th Floor, Miami, FL 33137
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME FOCUSED INCOME FUND
The Fairholme Focused Income Fund Proxy Voting Record
SERITAGE GROWTH PROPERTIES
Security | 81752R100 | Meeting Type | Annual | |||
Ticker Symbol | SRG | Meeting Date | 25-Apr-2017 | |||
ISIN | US81752R1005 | Agenda | 934545697 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1A. | ELECTION OF CLASS II TRUSTEE: KENNETH T. LOMBARD | MANAGEMENT | FOR | FOR | ||||
1B. | ELECTION OF CLASS II TRUSTEE: BENJAMIN SCHALL | MANAGEMENT | FOR | FOR | ||||
2. | THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR | ||||
3. | ADVISORY VOTE TO APPROVE SERITAGE GROWTH PROPERTIES’ EXECUTIVE COMPENSATION. | MANAGEMENT | FOR | FOR | ||||
4. | THE DETERMINATION, ON AN ADVISORY BASIS, OF THE FREQUENCY IN WHICH SHAREHOLDERS WILL PARTICIPATE IN ANY ADVISORY VOTE ON EXECUTIVE COMPENSATION. | MANAGEMENT | 1 YEAR | FOR |
PROXY VOTING RECORD
REGISTRANT NAME: FAIRHOLME FUNDS, INC.
INVESTMENT COMPANY ACT FILE NUMBER: 811-09607
REPORTING PERIOD: 07/01/2016 - 06/30/2017
REGISTRANT ADDRESS: 4400 Biscayne Boulevard 9th Floor, Miami, FL 33137
NAME OF SERIES (AS APPLICABLE): THE FAIRHOLME ALLOCATION FUND
The Fairholme Allocation Fund Proxy Voting Record
SERITAGE GROWTH PROPERTIES
Security | 81752R100 | Meeting Type | Annual | |||
Ticker Symbol | SRG | Meeting Date | 25-Apr-2017 | |||
ISIN | US81752R1005 | Agenda | 934545697 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1A. | ELECTION OF CLASS II TRUSTEE: KENNETH T. LOMBARD | MANAGEMENT | FOR | FOR | ||||
1B. | ELECTION OF CLASS II TRUSTEE: BENJAMIN SCHALL | MANAGEMENT | FOR | FOR | ||||
2. | THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR | ||||
3. | ADVISORY VOTE TO APPROVE SERITAGE GROWTH PROPERTIES’ EXECUTIVE COMPENSATION. | MANAGEMENT | FOR | FOR | ||||
4. | THE DETERMINATION, ON AN ADVISORY BASIS, OF THE FREQUENCY IN WHICH SHAREHOLDERS WILL PARTICIPATE IN ANY ADVISORY VOTE ON EXECUTIVE COMPENSATION. | MANAGEMENT | 1 YEAR | FOR |
SEARS HOLDINGS CORPORATION
Security | 812350106 | Meeting Type | Annual | |||
Ticker Symbol | SHLD | Meeting Date | 10-May-2017 | |||
ISIN | US8123501061 | Agenda | 934559545 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1. | DIRECTOR | MANAGEMENT | ||||||
1 BRUCE R. BERKOWITZ | FOR | FOR | ||||||
2 PAUL G. DEPODESTA | FOR | FOR | ||||||
3 KUNAL S. KAMLANI | FOR | FOR | ||||||
4 WILLIAM C. KUNKLER, III | FOR | FOR | ||||||
5 �� EDWARD S. LAMPERT | FOR | FOR | ||||||
6 ANN N. REESE | FOR | FOR | ||||||
7 THOMAS J. TISCH | FOR | FOR |
2. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
3. | ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | 1 YEAR | FOR | ||||
4. | RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR |
LANDS’ END, INC.
Security | 51509F105 | Meeting Type | Annual | |||
Ticker Symbol | LE | Meeting Date | 11-May-2017 | |||
ISIN | US51509F1057 | Agenda | 934559228 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
1. | DIRECTOR | MANAGEMENT | ||||||
1 ROBERT A. BOWMAN | FOR | FOR | ||||||
2 ROBERT GALVIN | FOR | FOR | ||||||
3 JEROME S. GRIFFITH | FOR | FOR | ||||||
4 ELIZABETH LEYKUM | FOR | FOR | ||||||
5 JOSEPHINE LINDEN | FOR | FOR | ||||||
6 JOHN T. MCCLAIN | FOR | FOR | ||||||
7 JIGNESH PATEL | FOR | FOR | ||||||
8 JONAH STAW | FOR | FOR | ||||||
2. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | MANAGEMENT | FOR | FOR | ||||
3. | APPROVE THE LANDS’ END, INC. 2017 STOCK PLAN. | MANAGEMENT | FOR | FOR | ||||
4. | RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017. | MANAGEMENT | FOR | FOR |
IMPERIAL METALS CORPORATION
Security | 452892102 | Meeting Type | Annual | |||
Ticker Symbol | IPMLF | Meeting Date | 25-May-2017 | |||
ISIN | CA4528921022 | Agenda | 934600645 - Management |
ITEM | PROPOSAL | PROPOSED BY | VOTE | FOR/AGAINST MANAGEMENT | ||||
01 | DIRECTOR | MANAGEMENT | ||||||
1 PIERRE LEBEL | FOR | FOR | ||||||
2 J. BRIAN KYNOCH | FOR | FOR | ||||||
3 LARRY G. MOELLER | FOR | FOR | ||||||
4 THEODORE W. MURARO | FOR | FOR | ||||||
5 LAURIE PARE | FOR | FOR | ||||||
6 EDWARD A. YURKOWSKI | FOR | FOR | ||||||
02 | APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. | MANAGEMENT | FOR | FOR |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant | Fairholme Funds, Inc. |
By (Signature and Title)* | /s/ Bruce R. Berkowitz | |||
Bruce R. Berkowitz, President | ||||
(principal executive officer) |
Date | August 2, 2017 |
* | Print the name and title of each signing officer under his or her signature. |