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 811-3627
Greenspring Fund, Incorporated
(Exact Name of Registrant as Specified in Charter)
2330 West Joppa Road, Suite 110
Lutherville, Maryland 21093-4641
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (410)823-5353
Mr. Charles vK. Carlson, President
2330 West Joppa Road, Suite 110
Lutherville, Maryland 21093-4641
(Name and address of Agent for Service)
Date of fiscal year end: December 31, 2010
Date of reporting period: June 30, 2010
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.
Item 1. Proxy Voting Record 07/01/09-06/30/10
MEETING PROPOSED VOTE FOR/AGAINST FOR/AGAINST
ISSUER TICKER CUSIP DATE MATTER VOTED ON BY CAST ABSTAIN MANAGEMENT
- -------------------------------------------------------------------------------------------------------------------------------
Prestige Brands PBH 74112d101 08/04/09 1) Election of Directors Management 07/30/09 For For
2) Ratify PWC as IA Management 07/30/09 For For
OceanFirst Financial OCFC 675234108 10/01/09 1) Merger with Central Jersey Management 09/30/09 For For
2) Adjournment to solicit Management 09/30/09 For For
further proxies if
necessary
PartnerRe Ltd. PRE G6852T105 09/24/09 1) Approve issuance of shares Management 09/23/09 For For
in connection with
acquisition of ParisRe
Holdings Ltd.
2) Approve increase in size Management 09/23/09 For For
Board of Directors
3) Approve amendment of 2005 Management 09/23/09 For For
Employee Equity Plan to
increase number of shares
available for issuance and
awarded as restricted shares
Carpenter Technology CRS 144285103 10/12/09 1) Election of Directors Management 10/01/09 For For
2) Approval of PwC as IA Management 10/01/09 For For
United America INDM 90933T109 10/27/09 1) Election of Directors Management 10/26/09 For For
Indemnity 2) Ratify appointment of Management 10/26/09 For For
PwC as IA and authorize
Board to set fees
3b)Ratify appointment of PwC Management 10/26/09 For For
as IA for Wind River Re.
4) Approval of payment of Management 10/26/09 Against Against
fees to Fox Paine in
connection with rights
offering
Ralcorp Holdings RAH 751028101 01/26/10 1) Election of Directors Management 01/21/10 For For
2) Ratify PwC as IA Management 01/21/10 For For
BCSB Bancorp BCSB 055367106 02/10/10 1) Election of Directors Management 01/28/10 For For
2) Ratify Stegman as IA Management 01/28/10 For For
3) Approval of compensation Management 01/28/10 For For
of named executive
officers
Emerson Electric EMR 291011104 02/02/10 1) Election of Directors Management 01/28/10 For For
2) Re-approval of perform. Management 01/28/10 For For
measures under Annual
Incentive Plan
2) Ratify KPMG as IA Management 01/28/10 For For
Urstadt Biddle UBP 917286205 03/09/10 1) Election of Directors Management 03/08/10 For For
2) Ratify PKF as IA Management 03/08/10 For For
3) Amend Dividend Reinvest. Management 03/08/10 For For
and Share Purchase Plan
4) Amend Company's Management 03/08/10 For For
Restricted Stock Award
Plan
Southern National SONA 843395104 04/22/10 1) Election of Directors Management 04/07/10 For For
Bancorp of VA 2) Approval of 2010 Stock Management 04/07/10 For For
Award and Incentive Plan
3) Ratify appointment of IA Management 04/07/10 For For
SunTrust Bank STI 867914103 04/27/10 1) Election of Directors Management 04/26/10 For For
2) Approve performance goals Management 04/26/10 For For
3) Ratify E&Y as IA Management 04/26/10 For For
4) Approval of exec. comp. Management 04/26/10 For For
5) Preparation and disclosure Shareholder 04/26/10 Against For
of Sustainability Report
NTELOS Holdings NTLS 67020Q107 05/06/10 1) Election of Directors Management 05/03/10 For For
2) Ratify KPGM as IA Management 05/03/10 For For
3) Approve Equity and Cash Management 05/03/10 For For
Incentive Plan
Verizon Communications VZ 92343V104 05/06/10 1) Election of Directors Management 05/03/10 For For
2) Ratify E&Y as IA Management 05/03/10 For For
3) Advisory Vote Related Management 05/03/10 For For
to Executive Compensation
4) Prohibit Granting Stock Shareholder 05/03/10 Against For
Options
5) Gender Identity Non-Discr. Shareholder 05/03/10 Against For
Policy
6) Performance Stock Unit Shareholder 05/03/10 For Against
Performance Thresholds
7) Shareholder Right to Call Shareholder 05/03/10 For Against
Special Meeting
8) Adopt and Disclose Shareholder 05/03/10 Against For
Succession Planning Policy
9) Shareholder Approval of Shareholder 05/03/10 Against For
Benefits Paid After Death
10)Executive Stock Retention Shareholder 05/03/10 Against For
Requirements
Brush Engineered BW 117421107 05/05/10 1) Election of Directors Management 04/12/10 For For
Materials 2) Ratify E&Y as IA Management 04/12/10 For For
Pentair PNR 709631105 04/29/10 1) Election of Directors Management 04/26/10 For For
2) Amend 2008 Onminbus Stock Management 04/26/10 For For
Incentive Plan to Increase
Number of Shares Available
3) Ratify DT as IA Management 04/26/10 For For
EOG Resources EOG 26875P101 04/28/10 1) Election of Directors Management 04/21/10 For For
2) Ratify DT as IA Management 04/21/10 For For
3) Approve Amendment Omnibus Management 04/21/10 For For
Equity Compensation Plan
4) Approve Amendment Employee Management 04/21/10 For For
Stock Purchase Plan
5) Approve Amendment and Management 04/21/10 For For
Restatement Executive
Officer Annual Bonus Plan
6) Hydraulic fracturing Shareholder 04/21/10 Against For
7) Post-employment stock Shareholder 04/21/10 Against For
ownership requirements for
executive officers
8) Accelerated vesting of Shareholder 04/21/10 Against For
executive stock awards
Middleburg MBRG 596094102 04/28/10 1) Election of Directors Management 4/13/10 For For
2) Ratify Yount, Hyde & Management 4/13/10 For For
Barbour as IA
American Physicians ACAP 028884104 05/11/10 1) Election of Directors Management 05/05/10 For For
Capital 2) Ratify BDO Seidman as IA Management 05/05/10 For For
Energen Corp. EGN 29265N108 04/28/10 1) Election of Directors Management 04/21/10 For For
2) Amend and Restate 1992 Management 04/21/10 For For
Directors Stock Plan
3) Amend Annual Incentive Management 04/21/10 For For
Compensation Plan
4) Ratify PwC as IA Management 04/21/10 For For
Cardinal Financial CFNL 14149F109 04/23/10 1) Election of Directors Management 04/12/10 For For
2) Ratify KPMG as IA Management 04/12/10 For For
Suncor Energy SU 867224107 05/04/10 1) Election of Directors Management 04/28/10 For For
2) Re-appoint PwC as IA Management 04/28/10 For For
j2 Global JCOM 46626E205 05/06/10 1) Election of Directors Management 05/03/10 For For
Communications 2) Ratify Singerlewak as IA Management 05/03/10 For For
3) Other business Management 05/03/10 For For
Tessera Technologies TSRA 88164L100 05/12/10 1) Election of Directors Management 05/05/10 For For
2) Approval of Fifth Amend. Management 05/05/10 For For
and Restated 2003 Equity
Incentive Plan
3) Ratify PwC as IA Management 05/05/10 For For
PartnerRe Ltd. PRE G6852T105 05/12/10 1) Election of Directors Management 05/05/10 For For
2) Re-appoint DT as IA Management 05/05/10 For For
Republic Services RGS 760759100 05/13/10 1) Election of Directors Management 05/06/10 For For
2) Ratify E&Y as IA Management 05/06/10 For For
3) Political contributions Shareholder 05/06/10 Against For
Rosetta Resources ROSE 777779307 05/07/10 1) Election of Directors Management 05/05/10 For For
2) Ratify PwC as IA Management 05/05/10 For For
ConocoPhillips COP 20825C104 05/12/10 1) Election of Directors Management 05/05/10 For For
2) Ratify E&Y as IA Management 05/05/10 For For
3) Board Risk Oversight Shareholder 05/05/10 Against For
4) Greenhouse Gas Reduction Shareholder 05/05/10 Against For
5) Oil Sands Drilling Shareholder 05/05/10 Against For
6) Louisiana Wetlands Shareholder 05/05/10 Against For
7) Financial Risks of Climate Shareholder 05/05/10 Against For
Change
8) Toxic Pollution Report Shareholder 05/05/10 Against For
9) Gender Express Non. Discr. Shareholder 05/05/10 Against For
10) Political Contributions Shareholder 05/05/10 Against For
OceanFirst Financial OCFC 675234108 05/06/10 1) Election of Directors Management 05/03/10 For For
2) Ratify KPMG as IA Management 05/03/10 For For
Assurant AIZ 04621X108 05/13/10 1) Election of Directors Management 05/06/10 For For
2) Appointment of PwC as IA Management 05/06/10 For For
3) Amendment of By-Laws to Management 05/06/10 For For
implement majority voting
for uncontested director
elections
4) Amendment of Certificate Management 05/06/10 For For
of Incorporation and By-
Laws to declassify Board
of Directors
5) Amendment of Long Term Management 05/06/10 For For
Incentive Plan to increase
number of shares that may
be issued pursuant to
awards granted under plan
W.R. Berkley WRB 084423102 05/18/10 1) Election of Directors Management 05/12/10 For For
2) Ratify KPMG as IA Management 05/12/10 For For
Harmonic, Inc. HLIT 413160102 05/20/10 1) Election of Directors Management 05/17/10 For For
2) Amendment to 1995 Stock Pl.Management 05/17/10 For For
3) Amendment to 2002 Director Management 05/17/10 For For
Stock Plan
4) Ratify PwC as IA Management 05/17/10 For For
First Potomac FPO 33610F109 05/20/10 1) Election of Directors Management 05/17/10 For For
Relaty Trust 2) Approve amendment to Management 05/17/10 For For
2009 Equity Comp. Plan
3) Ratify KPMG as IA Management 05/17/10 For For
NGP Capital Resources NGPC 62912R107 05/12/10 1) Election of Directors Management 05/05/10 For For
2) Ratify PwC as IA Management 05/05/10 For For
3) To adjourn meeting to Management 05/05/10 For For
solicit add'l proxies
Mastec, Inc. MTZ 576323109 05/27/10 1) Election of Directors Management 05/20/10 For For
2) Ratify BDO Seidman as IA Management 05/20/10 For For
American National AMNB 027745108 05/18/10 1) Election of Directors Management 05/12/10 For For
Bankshares 2) Amend Articles to Management 05/12/10 For For
increase number of
auth. shares of common
3) Amend Articles to Management 05/12/10 For For
increase number of
auth. shares of pfd.
Rush Enterprises RUSH 781846308 05/18/10 1) Election of Directors Management 05/17/10 For For
2) Ratify E&Y as IA Management 05/17/10 For For
3) Approve amendment of
2007 Long-Term Incentive Management 05/17/10 For For
Plan
Rudolph Technologies RTEC 781270103 05/19/10 1) Election of Directors Management 04/26/10 For For
2) Ratify E&Y as IA Management 04/26/10 For For
PPL Corporation PPL 69351T106 05/19/10 1) Election of Directors Management 05/12/10 For For
2) Amend By-Laws to eliminate Management 05/12/10 For For
classification of terms
of Board of Directors
3) Ratify IA Management 05/12/10 For For
4) Special Shareholder Shareholder 05/12/10 Against For
Meetings
5) Director Election Majority Shareholder 05/12/10 For Against
Vote Standard
FTI Consulting FCN 302941109 06/02/10 1) Election of Directors Management 05/24/10 For For
2) Amendment of Omnibus Management 05/24/10 For For
Incentive Plan
3) Ratify retention of Management 05/24/10 For For
KPMG as IA
Michael Baker Corp. BKR 057149106 05/26/10 1) Election of Directors Management 05/19/10 For For
2) Approval of Employee Stock Management 05/19/10 For For
Purchase Plan
3) Approval of Long-Term Management 05/19/10 For For
Incentive Plan
4) Ratify DT as IA Management 05/19/10 For For
Emcor Group EME 29084Q100 06/11/10 1) Election of Directors Management 06/10/10 For For
2) Approval of Incentive Plan Management 06/10/10 For For
3) Ratify E&Y as IA Management 06/10/10 For For
United America INDM 90933T109 05/27/10 1) Approval of the Scheme of Management 05/20/10 For For
Indemnity Arrangement
2) Creation of the Management 05/20/10 For For
Distributable Reserves of
Global Indemnity
3) Adjournment to solicit Management 05/20/10 For For
additional proxies
United America INDM 90933T109 06/04/10 1) Election of Directors Management 05/26/10 For For
Indemnity 2) Ratify PwC as IA Management 05/26/10 For For
3) Election of Directors Management 05/26/10 For For
of Wind River
4) Ratify PwC as IA for Management 05/26/10 For For
Wind River