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 811-6027
KAVILCO INCORPORATED
(Exact name of registrant as specified in charter)
600 UNIVERSITY STREET, SUITE 3010
SEATTLE, WASHINGTON 98101-1129
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 624-6166
Date of fiscal year end: December 31, 2012
Date of reporting period: July 1, 2011 - June 30, 2012
ITEM 1: PROXY VOTING RECORD
Description | Mgmt. Rec. | Vote Cast | Sponsor |
Issuer: AT&T Inc. | |||
Ticker: T | |||
CUSSIP: 00206R-102 | |||
Meeting Date: 4/27/2012 | |||
Record Date: 2/28/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of appointment of independent auditors. | For | For | Mgmt |
Advisory approval of executive compensation. | For | For | Mgmt |
Amend certificate of incorporation. | For | For | Mgmt |
Political contributions report. | Against | Against | Shldr |
Limit wireless network management. | Against | Against | Shldr |
Independent board chairman. | Against | Against | Shldr |
Issuer: Avalonbay Communities, Inc. | |||
Ticker: AVB | |||
CUSSIP: 053484-101 | |||
Meeting Date: 5/23/2012 | |||
Record Date: 3/9/2012 | |||
Election of Directors | For | For | Mgmt |
To ratify the selection of Ernst & Young, LLP as the company's independent auditors for the year ending December 31, 2012. | For | For | Mgmt |
To adopt a resolution approving, on a non-binding advisory basis, the compensation paid to the company's named executive officers, as disclosed pursuant to item 402 of regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion set forth in the proxy statement. | For | For | Mgmt |
To cast a vote on a stockholder proposal concerning the preparation of a sustainability report, if the proposal is properly presented at the annual meeting of stockholders. The Board of Directors recommends a vote "against" above proposal 4. | Against | Against | Shldr |
Issuer: Avista Corp. | |||
Ticker: AVA | |||
CUSSIP: 05379B-107 | |||
Meeting Date: 5/10/2012 | |||
Record Date: 3/9/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for 2012. | For | For | Mgmt |
Amendment of the Company's restated articles of incorporation to reduce certain shareholder approval requirements: amendments requiring approval of holders of 2/3 of the outstanding shares of common stock. | For | For | Mgmt |
Amendment of the Company's restated articles of incorporation to reduce certain shareholder approval requirements: amendments requiring approval of holders of 80% of the outstanding shares of common stock. | For | For | Mgmt |
Advisory (non-binding) vote to approve executive compensation. | For | For | Mgmt |
Issuer: Buckeye Partners, L.P. | |||
Ticker: BPL | |||
CUSSIP: 118230-101 | |||
Meeting Date: 6/5/2012 | |||
Record Date: 4/9/2012 | |||
Election of Directors | For | For | Mgmt |
The ratification of the selection of Deloitte & Touche, LLP as Buckeye Partners, L.P.'s independent registered public accountants for 2012. | For | For | Mgmt |
Issuer: Centurylink, Inc. | |||
Ticker: CTL | |||
CUSSIP: 156700-106 | |||
Meeting Date: 5/23/2012 | |||
Record Date: 4/4/2012 | |||
Approve charter amendment to declassify our Board of Directors. | For | For | Mgmt |
Approve charter amendment to increase our authorized shares. | For | For | Mgmt |
Election of Directors | For | For | Mgmt |
Ratify the appointment of KPMG, LLP as our independent auditor for 2012. | For | For | Mgmt |
Advisory vote regarding our executive compensation. | For | For | Mgmt |
Shareholder proposal regarding bonus deferrals. | Against | Against | Shldr |
Shareholder proposal regarding performance-based restricted stock. | Against | Against | Shldr |
Shareholder proposal regarding political contributions reports. | Against | Against | Shldr |
Issuer: Consolidated Communications Hldgs, Inc. | |||
Ticker: CNSL | |||
CUSSIP: 209034-107 | |||
Meeting Date: 6/12/2012 | |||
Record Date: 4/23/2012 | |||
Approval of the issuance of Consolidated Communications Holdings, Inc. ("Consolidated") common stock to Surewest Communications ("Surewest") shareholders in the first merger contemplated by the agreement and plan of merger, dated February 5, 2012, by and among Consolidated, Surewest, WH Acquisition Corp. and WH Acquisition II Corp. | For | For | Mgmt |
Election of Director | For | For | Mgmt |
Approval of Ernst & Young, LLP, as the independent registered public accounting firm. | For | For | Mgmt |
Approval to adjourn or postpone the annual meeting, if necessary or appropriate, to solicit additional proxies. | For | For | Mgmt |
Issuer: Consolidated Edison, Inc. | |||
Ticker: ED | |||
CUSSIP: 209115-104 | |||
Meeting Date: 5/21/2012 | |||
Record Date: 3/26/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of appointment of independent accountants. | For | For | Mgmt |
Advisory vote to approve named executive officer compensation. | For | For | Mgmt |
Additional compensation information. | Against | Against | Shldr |
Issuer: Duke Energy Corporation | |||
Ticker: DUK | |||
CUSSIP: 26441C-105 | |||
Meeting Date: 8/23/2011 (Special Meeting) | |||
Record Date: 7/5/2011 | |||
Reverse stock split proposal - A proposal to approve the amendment of the amended and restated certificate of incorporation of Duke Energy Corporation to provide for a 1-for-3 reverse stock split with respect to the issued and outstanding Duke Energy common stock in connection with the merger contemplated by the merger agreement. | For | For | Mgmt |
Share issuance proposal - A proposal to approve the issuance of Duke Energy common stock, par value $0.001 per share, to Progress Energy, Inc. shareholders in connection with the merger contemplated by the merger agreement. | For | For | Mgmt |
Adjournment proposal - A proposal to adjourn the special meeting of the shareholders of Duke Energy, if necessary, to solicit additional proxies if there are not sufficient votes to approve either of the proposals above. | For | For | Mgmt |
Issuer: Frontier Communications Corp. | |||
Ticker: FTR | |||
CUSSIP: 35906A-108 | |||
Meeting Date: 5/9/2012 | |||
Record Date: 3/13/2012 | |||
Election of Directors | For | For | Mgmt |
To consider and vote upon an advisory proposal to approve executive compensation. | For | For | Mgmt |
To consider and vote upon a stockholder proposal regarding independent chairman, if presented at the meeting. | Against | Against | Mgmt |
To consider and vote upon a stockholder proposal regarding arbitration of stockholder suits, if presented at the meeting. | Against | Against | Mgmt |
To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2012. | For | For | Mgmt |
Issuer: Healthcare Realty Trust Incorporated | |||
Ticker: HR | |||
CUSSIP: 421946-104 | |||
Meeting Date: 5/15/2012 | |||
Record Date: 3/15/2012 | |||
Election of Directors | For | For | Mgmt |
Ratify the appointment of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm. | For | For | Mgmt |
To approve the following resolution: Resolved, that the shareholders of Healthcare Realty Trust Incorporated approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed pursuant to item 402 of regulation S-K in the company's proxy statement of the 2012 annual meeting of shareholders. | For | For | Mgmt |
Issuer: Hospitality Properties Trust | |||
Ticker: HPT | |||
CUSSIP: 44106M-102 | |||
Meeting Date: 5/9/2012 | |||
Record Date: 2/17/2012 | |||
Election of Directors | For | For | Mgmt |
To approve the adoption of the Hospitality Properties Trust 2012 equity compensation plan. | For | For | Mgmt |
To approve a nonbinding advisory resolution on our executive compensation. | For | For | Mgmt |
To ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. | For | For | Mgmt |
To consider and vote upon a shareholder proposal if properly presented at the meeting. | Against | Against | Mgmt |
Issuer: Kraft Foods Inc. | |||
Ticker: KFT | |||
CUSSIP: 50075N-104 | |||
Meeting Date: 5/23/2012 | |||
Record Date: 3/15/2012 | |||
Election of Directors | For | For | Mgmt |
Advisory vote to approve executive compensation. | For | For | Mgmt |
Approval of amendment to change company name. | For | For | Mgmt |
Ratification of the selection of independent auditors. | For | For | Mgmt |
Shareholder proposal: Sustainable forestry report. | Against | Against | Shldr |
Shareholder proposal: Report on extended producer responsibility. | Against | Against | Shldr |
Shareholder proposal: Report on lobbying. | Against | Against | Shldr |
Issuer: LTC Properties, Inc. | |||
Ticker: LTC | |||
CUSSIP: 502175-102 | |||
Meeting Date: 5/22/2012 | |||
Record Date: 4/9/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of independent registered public accounting firm. | For | For | Mgmt |
Advisory vote to approve named executive officer compensation. | For | For | Mgmt |
Amendment to charter to increase number of authorized shares of common stock. | For | For | Mgmt |
Issuer: Mack-Cali Realty Corporation | |||
Ticker: CLI | |||
CUSSIP: 554489-104 | |||
Meeting Date: 6/5/2012 | |||
Record Date: 4/11/2012 | |||
Election of Directors | For | For | Mgmt |
Advisory vote approving the compensation of our named executive officers, as such compensation is described under the "compensation discussion and analysis" and "executive compensation" sections of the accompanying proxy statement. | For | For | Mgmt |
Ratification of the appointment of Pricewaterhousecoopers, LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2012. | For | For | Mgmt |
Issuer: Merck & Co., Inc. | |||
Ticker: MRK | |||
CUSSIP: 58933Y-105 | |||
Meeting Date: 5/22/2012 | |||
Record Date: 3/23/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of the appointment of the company's independent registered public accounting for 2012. | For | For | Mgmt |
Advisory vote to approve executive compensation. | For | For | Mgmt |
Shareholder proposal concerning shareholder action by written consent. | Against | Against | Shldr |
Shareholder proposal concerning special shareholder meetings. | Against | Against | Shldr |
Shareholder proposal concerning report on charitable and political contributions. | Against | Against | Shldr |
Issuer: Microsoft Corporation | |||
Ticker: MSFT | |||
CUSSIP: 594918-104 | |||
Meeting Date: 11/15/2011 | |||
Record Date: 09/02/2011 | |||
Election of Directors | For | For | Mgmt |
Advisory vote on named executive officer compensation. | For | For | Mgmt |
Advisory vote on frequency of advisory vote on named executive officer compensation. | 1 yr. | 1 yr. | Mgmt |
Ratification of the selection of Deloitte & Touche, LLP as the company's independent auditor. | For | For | Mgmt |
Shareholder proposal 1. Establishment of a Board Committee on environmental sustainability. | Against | Against | Shldr |
Issuer: Omega Healthcare Investors, Inc. | |||
Ticker: OHI | |||
CUSSIP: 681936-100 | |||
Meeting Date: 6/7/2012 | |||
Record Date: 4/9/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of independent auditors Ernst & Young, LLP. | For | For | Mgmt |
Advisory vote to approve executive compensation. | For | For | Mgmt |
Issuer: Oneok, Inc. | |||
Ticker: OKE | |||
CUSSIP: 682680-103 | |||
Meeting Date: 5/23/2012 | |||
Record Date: 3/26/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of the selection of Pricewaterhousecoopers, LLP as the independent registered public accounting firm of Oneok, Inc. for the year ending December 31, 2012. | For | For | Mgmt |
A proposal to approve the additional shares for issuance under the Oneok, Inc. employee stock award program. | For | For | Mgmt |
A proposal to amend and restate the Oneok, Inc. Employee stock purchase plan to increase the number of shares authorized for issuance under the plan. | For | For | Mgmt |
A proposal to amend the Oneok, Inc. certificate of incorporation to increase the number of authorized shares of common stock. | For | For | Mgmt |
Advisory vote to approve the company's executive compensation. | For | For | Mgmt |
Issuer: Progress Energy, Inc. | |||
Ticker: PGN | |||
CUSSIP: 743263-105 | |||
Meeting Date: 8/23/2011 (Special Meeting) | |||
Record Date: 7/5/2011 | |||
To approve the plan of merger contained in the agreement and plan of merger, dated as of January 8, 2011, by and among Duke Energy Corporation, Diamond Acquisition Corporation and Progress Energy, Inc., as it may be amended from time to time, and the merger described therein. | For | For | Mgmt |
To adjourn the progress Energy, Inc. special meeting of shareholders, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal. | For | For | Mgmt |
Issuer: Royal Dutch Shell PLC | |||
Ticker: RDS/A | |||
CUSSIP: 780259-206 | |||
Meeting Date: 5/22/2012 | |||
Record Date: 4/12/2012 | |||
Adoption of annual report and accounts. | For | For | Mgmt |
Approval of remuneration report. | For | For | Mgmt |
Election of Directors | For | For | Mgmt |
Re-appointment of auditors. | For | For | Mgmt |
Remuneration of auditors. | For | For | Mgmt |
Authority to allot shares. | For | For | Mgmt |
Disapplication of pre-emption rights. | For | For | Mgmt |
Authority to purchase own shares. | For | For | Mgmt |
Authority for certain donations and expenditure. | For | For | Mgmt |
Issuer: Sanofi | |||
Ticker: SNY | |||
CUSSIP: 80105N-105 | |||
Meeting Date: 5/4/2012 | |||
Record Date: 3/26/2012 | |||
Approval of the individual company financial statements for the year ended December 31, 2011. | For | For | Mgmt |
Approval of the consolidated financial statements for the year ended December 31, 2011. | For | For | Mgmt |
Appropriation of profits, declaration of dividend. | For | For | Mgmt |
Election of Directors | For | For | Mgmt |
Appointment of a statutory auditor. | For | For | Mgmt |
Appointment of a deputy statutory auditor. | For | For | Mgmt |
Ratification of the transfer of the registered office | For | For | Mgmt |
Authorization to the Board of Directors to carry out transactions in shares issued by the company. | For | For | Mgmt |
Delegation to the Board of Directors of authority to allot existing or new consideration-free shares to some or all salaried employees and corporate officers of the group. | For | For | Mgmt |
Powers of formalities. | For | For | Mgmt |
Issuer: Scana Corporation | |||
Ticker: SCG | |||
CUSSIP: 80589M-102 | |||
Meeting Date: 5/3/2012 | |||
Record Date: 3/5/2012 | |||
Election of Directors | For | For | Mgmt |
Approval of the appointment of the independent registered public accounting firm. | For | For | Mgmt |
Shareholder proposal regarding repeal of the classification of the Board of Directors. | Against | Against | Shldr |
Issuer: Silver Wheaton Corp. Ticker: SLW CUSSIP: 828336-107 Meeting Date: 5/23/2012 Record Date: 3/30/2012 | |||
Election of Directors | For | For | Mgmt |
In respect of the appointment of Deloitte & Touche, LLP, Chartered Accountants, as auditors of the company and authorizing the directors to fix their remuneration. | For | For | Mgmt |
Issuer: The Southern Company | |||
Ticker: SO | |||
CUSSIP: 842587-107 | |||
Meeting Date: 5/23/2012 | |||
Record Date: 3/26/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for 2012. | For | For | Mgmt |
Advisory vote to approve named executive officers' compensation. | For | For | Mgmt |
Stockholder proposal on coal combustion byproducts. | Against | Against | Shldr |
Stockholder proposal on lobbying contributions and expenditures report. | Against | Against | Shldr |
Issuer: Unilever PLC | |||
Ticker: UL | |||
CUSSIP: 904767-704 | |||
Meeting Date: 5/9/2012 | |||
Record Date: 3/19/2019 | |||
To receive the report and accounts for the year ended 31 December 2011. | For | For | Mgmt |
To approve the Directors' remuneration report for the year ended 31 December 2011. | For | For | Mgmt |
Election of Directors | For | For | Mgmt |
To re-appoint Pricewaterhousecoopers, LLP as auditors of the company. | For | For | Mgmt |
To authorize the Directors to fix the remuneration of the auditors. | For | For | Mgmt |
To renew the authority to Directors to issue shares | For | For | Mgmt |
To renew the authority to Directors to disapply pre-emption rights. | For | For | Mgmt |
To renew the authority to the company to purchase its own shares. | For | For | Mgmt |
To authorize political donations and expenditure. | For | For | Mgmt |
To shorten the notice period for general meetings. | For | For | Mgmt |
To adopt the new articles of association of the company. | For | For | Mgmt |
Issuer: Ventas, Inc. | |||
Ticker: VTR | |||
CUSSIP: 92276F-100 | |||
Meeting Date: 7/1/2011 (Special Meeting) | |||
Record Date: 5/13/2011 | |||
To approve the issuance of shares of Ventas common stock to the stockholders of Nationwide Health Properties, Inc. ("NHP") in connection with the merger contemplated by the agreement and plan of merger, dated as of February 27, 2011, by and among Ventas, its wholly owned subsidiary, Needles Acquisition LLC, and NHP. | For | For | Mgmt |
To approve an amendment to Ventas' amended and restated certificate of incorporation to increase the number of authorized shares of Ventas Capital stock from 310,000,000 to 610,000.000 and the number of authorized shares of Ventas common stock from 300,000,000 to 600,000,000. | For | For | Mgmt |
To approve any adjournments of the Ventas special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the proposals to issue Ventas Common Stock in connection with the merger and the charter amendment to increase the number of authorized shares of Ventas common stock. | For | For | Mgmt |
Issuer: Ventas, Inc. | |||
Ticker: VTR | |||
CUSSIP: 92276F-100 | |||
Meeting Date: 5/17/2012 | |||
Record Date: 3/20/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of selection of Ernst & Young, LLP as independent registered public accounting firm for fiscal year 2012. | For | For | Mgmt |
Advisory vote on executive compensation. | For | For | Mgmt |
Adoption of the Ventas, Inc. 2012 incentive plan. | For | For | Mgmt |
Issuer: Verizon Communications Inc. | |||
Ticker: VZ | |||
CUSSIP: 92343V-104 | |||
Meeting Date: 5/3/2012 | |||
Record Date: 3/5/2012 | |||
Election of Directors | For | For | Mgmt |
Ratification of appointment of independent registered public accounting firm. | For | For | Mgmt |
Advisory vote to approve executive compensation. | For | For | Mgmt |
Disclosure of prior government service. | Against | Against | Shldr |
Disclosure of lobbying activities. | Against | Against | Shldr |
Vesting of performance stock units. | Against | Against | Shldr |
Shareholder right to call a special meeting. | Against | Against | Shldr |
Shareholder action by written consent. | Against | Against | Shldr |
Network neutrality for wireless broadband. | Against | Against | Shldr |
Issuer: Washington Real Estate Investment Trust | |||
Ticker: WRE | |||
CUSSIP: 939653-101 | |||
Meeting Date: 5/24/2012 | |||
Record Date: 3/15/2012 | |||
Election of Directors | For | For | Mgmt |
Proposal to ratify appointment of Ernst & Young, LLP as independent registered public accounting firm for 2012. | For | For | Mgmt |
Advisory vote on compensation of named executive officers (say-on-pay.) | For | For | Mgmt |
Pursuant to the requirements of the Investment Company Act of 1940, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KAVILCO INCORPORATED
By /s/ Louis A. Thompson
------------------------
Louis A. Thompson
Chief Executive Officer/President
Date: August 2, 2012