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, 2013
Date of reporting period: June 30, 2013
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 07/01/12-06/30/13
MEETING PROPOSED VOTE FOR/AGAINST FOR/AGAINST
ISSUER TICKER CUSIP DATE MATTER VOTED ON BY CAST ABSTAIN MANAGEMENT
-------------------------------------------------------------------------------------------------------------------------------
First Connecticut FBNK 319850103 07/11/12 1) Election of Directors Management 07/09/12 For For
Bancorp, Inc. 2) Approval of 2012 Stock Management 07/09/12 For For
Incentive Plan
3) Advisory vote on Management 07/09/12 For For
executive compensation
4) Advisory vote on frequency Management 07/09/12 Against Against
of vote on executive
compensation
5) Ratify PwC as IA Management 07/09/12 For For
CA, Inc. CA 12673P105 08/01/12 1) Election of Directors Management 07/25/12 For For
2) Ratify KPMG as IA Management 07/25/12 For For
3) Advisory vote on Management 07/25/12 For For
executive compensation
4) Approval of 2012 Management 07/25/12 For For
Compensation Plan for
Non-Employee Directors
Pentair, Inc. PNR 709631105 09/14/12 1) Approval of merger Management 09/13/12 For For
2) Advisory vote on Management 09/13/12 For For
executive compensation
in connection with
merger
3) To adjourn or postpone Management 09/13/12 For For
meeting to solicit
add'l proxies
Cisco Systems, Inc. CSCO 17275R102 11/15/12 1) Election of Directors Management 10/18/12 For For
2) Approval of amended Management 10/18/12 For For
Executive Incentive Plan
3) Advisory vote on Management 10/18/12 For For
executive compensation
4) Ratify PwC as IA Management 10/18/12 For For
5) Independent Chair Shareholder 10/18/12 Against For
6) Conflict Minerals Report Shareholder 10/18/12 Against For
Hampden Bancorp, Inc. HBNK 40867E107 11/06/12 1) Election of Directors Management 11/01/12 For For
2) Ratify Wolf & Co. as IA Management 11/01/12 For For
3) Extraordinary transaction Shareholder 11/01/12 For Against
GMX Resources, Inc. GMXR 38011M108 11/29/12 1) Approval of reverse Management 11/26/12 For For
stock split
Emerson Electric Co. EMR 291011104 02/05/13 1) Election of Directors Management 02/04/13 For For
2) Advisory vote on Management 02/04/13 For For
executive compensation
3) Ratify KPMG as IA Management 02/04/13 For For
4) Declassification of Board Management 02/04/13 For For
5) Issuance of Sustainability Shareholder 02/04/13 Against For
Report
BCSB Bancorp, Inc. BCSB 055367106 02/13/13 1) Election of Directors Management 02/07/13 For For
2) Ratify Stegman & Co. as IA Management 02/07/13 For For
3) Approval of executive Management 02/07/13 For For
compensation
4) Approval of frequency of Management 02/07/13 For For
vote on approval of
executive compensation
Essa Bancorp, Inc. ESSA 29667D104 03/08/13 1) Election of Directors Management 02/25/13 For For
2) Ratify S.R. Snodgrass Management 02/25/13 For For
as IA
3) Advisory vote on Management 02/25/13 For For
executive compensation
MYR Group, Inc. MYRG 55405W104 05/02/13 1) Election of Directors Management 05/01/13 For For
2) Advisory vote on Management 05/01/13 For For
executive compensation
3) Ratify E&Y as IA Management 05/01/13 For For
Southern National SONA 843395104 04/25/13 1) Election of Directors Management 04/22/13 For For
Bancorp of VA, Inc. 2) Ratify Dixon Hughes Management 04/22/13 For For
Goodman as IA
3) Advisory vote on Management 04/22/13 For For
executive compensation
Lumos Networks Corp. LMOS 550283105 05/01/13 1) Election of Directors Management 04/01/13 For For
2) Advisory vote on Management 04/01/13 For For
executive compensation
3) Approval of material Management 04/01/13 For For
terms allowing certain
performance based awards
under 2011 Equity and
Cash Incentive Plan
4) Ratify KPMG as IA Management 04/01/13 For For
Pentair, Inc. PNR H6169Q108 04/29/13 1) Election of Directors Management 04/24/13 For For
2) Approval of 2012 Annual Management
Report, Financial
Statements and
Consolidated Financial
Statements
3) Discharge Board of Management 04/24/13 For For
Directors from liability
4a)Elect Deloitte AG as Management 04/24/13 For For
statutory auditor
4b)Elect DT as IA Management 04/24/13 For For
4c)Elect PwC as special Management 04/24/13 For For
auditor
5a)Appropriation of results Management 04/24/13 For For
5b)Conversion and Management 04/24/13 For For
appropriation of reserves
from capital contributions
to distribute as an
ordinary cash dividend
6) Advisory vote on Management 04/24/13 For For
executive compensation
7) Approval of performance Management 04/24/13 For For
goals and related matters
under Stock and Incentive
Plan
Shore Bancshares, Inc. SHBI 825107105 04/24/13 1) Election of Directors Management 04/22/13 For For
2) Ratify appointment of Management 04/22/13 For For
Stegman & Co. as IA
3) Advisory vote on Management 04/22/13 For For
executive compensation
Suncor Energy, Inc, SU 867224107 04/30/13 1) Election of Directors Management 04/24/13 For For
2) Re-appointment of PwC Management 04/24/13 For For
as IA
3) To approve the increase Management 04/24/13 For For
in common shares of SU
reserved for issuance
pursuant to the Stock
Option Plan
4) Executive compensation Management 04/24/13 For For
Assurant, Inc. AIZ 04621X108 05/09/13 1) Election of Directors Management 04/25/13 For For
2) Appointment of PwC as IA Management 04/25/13 For For
3) Advisory vote on Management 04/25/13 For For
executive compensation
Energen Corporation EGN 29265N108 04/24/13 1) Election of Directors Management 04/22/13 For For
2) Ratify IA Management 04/22/13 For For
3) Advisory vote on Management 04/22/13 For For
executive compensation
4) Approval of qualifcation Management 04/22/13 For For
of Annual Incentive
Compensation Plan
5) Amend Certificate of Management 04/22/13 For For
Incorporation to provide
for one-year rather than
three-year staggered terms
for directors
OceanFirst Financial OCFC 675234108 05/08/13 1) Election of Directors Management 05/01/13 For For
Corp. 2) Advisory vote on Management 05/01/13 For For
executive compensation
3) Ratify KPMG as IA Management 05/01/13 For For
EOG Resources, Inc. EOG 26875P101 05/02/13 1)Election of Directors Management 05/01/13 For For
2) Ratify DT as IA Management 05/01/13 For For
3) Approve amended and Management 05/01/13 For For
restated Omnibus Equity
Compensation Plan
4) Advisory vote on Management 05/01/13 For For
executive compensation
Republic Services, Inc. RSG 760759100 05/09/13 1) Election of Directors Management 05/01/13 For For
2) Advisory vote on Management 05/01/13 For For
executive compensation
3) Ratify E&Y as IA Management 05/01/13 For For
4) Approval of amended and Management 05/01/13 For For
restated Stock Incentive
Plan
5) Payments upon death of Shareholder 05/01/13 Against For
senior executive
6) Political contributions Shareholder 05/01/13 Against For
and expenditures
NTELOS Holdings Corp. NTLS 67020Q305 05/02/13 1) Election of Directors Management 04/24/13 For For
2) Advisory vote on Management 04/24/13 For For
executive compensation
3) Ratify KPMG as IA Management 04/24/13 For For
First Connecticut FBNK 319850103 05/15/13 1) Election of Directors Management 05/08/13 For For
Bancorp, Inc. 2) Advisory vote on Management 05/08/13 For For
executive compensation
3) Ratify PwC as IA Management 05/08/13 For For
Middleburg MBRG 596094102 05/01/13 1) Election of Directors Management 04/29/13 For For
Financial Corp. 2) Approval of amendment to Management 04/29/13 For For
Equity Compensation Plan
3) Ratify Yount, Hyde Management 04/29/13 For For
and Barbour as IA
Phillips 66 PSX 718546104 05/08/13 1) Election of Directors Management 05/01/13 For For
2) Ratify E&Y as IA Management 05/01/13 For For
3) Adoption of 2013 Omnibus Management 05/01/13 For For
Stock and Performance
Incentive Plan
4) Advisory vote on Management 05/01/13 For For
executive compensation
5) Advisory vote on frequency Management 05/01/13 For For
of vote on executive comp.
ConocoPhillips COP 20825C104 05/14/13 1) Election of Directors Management 05/09/13 For For
2) Ratify E&Y as IA Management 05/09/13 For For
3) Advisory vote on Management 05/09/13 For For
executive compensation
4) Report on Grassroots Shareholder 05/09/13 Against For
Lobbying Expenditures
5) Greenhouse Gas Reduction Shareholder 05/09/13 Against For
Targets
6) Gender Identity Shareholder 05/09/13 Against For
Non-Discrimination
PPL Corporation PPL 69351T106 05/15/13 1) Election of Directors Management 05/09/13 For For
2) Approval of amendment Management 05/09/13 For For
to Articles of
Incorporation to
implement majority vote
standard in uncontested
elections of directors
3) Ratify IA Management 05/09/13 For For
4) Advisory vote on Management 05/09/13 For For
executive compensation
5) Request for Political Shareholder 05/09/13 Against For
Spending Report
j2 Global, Inc. JCOM 48123V102 05/07/13 1) Election of Directors Management 04/25/13 For For
2) Ratify Singerlewak LLP Management 04/25/13 For For
as IA
3) Advisory vote on Management 04/25/13 For For
executive compensation
4) Other Business Management 04/25/13 For For
ON Semiconductor ONNN 682189105 05/15/13 1) Election of Directors Management 05/01/13 For For
Corporation 2) Advisory vote on Management 05/01/13 For For
executive compensation
3) Ratify PwC as IA Management 05/01/13 For For
4) Approve amendment to Management 05/01/13 For For
Employee Stock Purchase
Plan to increase the
number of shares issuable
thereunder
Rosetta Resources, Inc. ROSE 777779307 05/16/13 1) Election of Directors Management 05/15/13 For For
2) Advisory vote on Management 05/15/13 For For
executive compensation
3) Approval of Long-Term Management 05/15/13 For For
Incentive Plan
4) Ratify PwC as IA Management 05/15/13 For For
Bioscrip, Inc. BIOS 09069N108 05/07/13 1) Election of Directors Management 04/25/13 For For
2) Advisory vote on Management 04/25/13 For For
executive compensation
3) Ratify E&Y as IA Management 04/25/13 For For
4) Approval of Employee Management 04/25/13 For For
Stock Purchase Plan
5) Approval of amendment Management 04/25/13 For For
to 2008 Equity Incentive
Plan
PartnerRe LTD PRE G6852T105 05/17/13 1) Election of Directors Management 05/15/13 For For
2) Re-appoint DT as IA Management 05/15/13 For For
3) Advisory vote on Management 05/15/13 For For
executive compensation
MasTec, Inc. MTZ 576323109 05/23/13 1) Election of Directors Management 05/22/13 For For
2) Ratify BDO as IA Management 05/22/13 For For
3) Approval of Bargaining Management 05/22/13 For For
Units ESPP
4) Approval of 2013 Incentive Management 05/22/13 For For
Compensation Plan
American National AMNB 027745108 05/21/13 1) Election of Directors Management 05/16/13 For For
Bankshares, Inc. 2) Ratify Yount, Hyde & Management 05/16/13 For For
Barbour as IA
3) Advisory vote on Management 05/16/13 For For
executive compensation
Chicopee Bancorp, Inc. CBNK 168565109 05/29/13 1) Election of Directors Management 05/22/13 For For
2) Ratify Berry, Dunn, Management 05/22/13 For For
McNeil & Parker as IA
3) Advisory vote on Management 05/22/13 For For
executive compensation
Rush Enterprises, Inc. RUSH 781846308 05/21/13 1) Election of Directors Management 05/15/13 For For
2) Ratify E&Y as IA Management 05/15/13 For For
Denbury Resources, Inc. DNR 247916208 05/22/13 1) Election of Directors Management 05/15/13 For For
2) Advisory vote on Management 05/15/13 For For
executive compensation
3) Amendment and restatement Management 05/15/13 For For
of Employee Stock Purchase
Plan to increase number of
reserved shares and extend
term of plan
4) Amendment and restatement Management 05/15/13 For For
of 2004 Omnibus Stock and
Incentive Plan to increase
the number of reserved
shares, extend the term
of the plan, amend the
performance measures
relevant to IRS code
section 162(m)and other
administrative changes
5) Ratify PwC as IA Management 05/15/13 For For
FTI Consulting, Inc. FCN 302941109 06/05/13 1) Election of Directors Management 06/03/13 For For
2) Ratify PwC as IA Management 06/03/13 For For
3) Advisory vote on Management 06/03/13 For For
executive compensation
Heritage Financial HBOS 42726X102 05/22/13 1) Election of Directors Management 05/15/13 For For
Group, Inc. 2) Advisory vote on Management 05/15/13 For For
executive compensation
3) Ratify Mauldin & Jenkins Management 05/15/13 For For
as IA
GSI Group, Inc. GSIG 36191C205 05/15/13 1) Election of Directors Management 05/06/13 For For
2) Advisory vote on Management 05/06/13 For For
executive compensation
3) Advisory vote on frequency Management 05/06/13 For For
of vote on executive
compensation
4) Appoint PwC as IA Management 05/06/13 For For
Emcor Group, Inc. EME 29084Q100 06/13/13 1) Election of Directors Management 06/12/13 For For
2) Advisory vote on Management 06/12/13 For For
executive compensation
3) Re-approve adoption of Management 06/12/13 For For
Key Executive Incentive
Bonus Plan
4) Ratify E&Y as IA Management
Newpark Resources, Inc. NR 651718504 06/06/13 1) Election of Directors Management 05/23/13 For For
2) Advisory vote on Managmenet 05/23/13 For For
executive compensation
3) Approval of amended and Management 05/23/13 For For
restated 2006 Equity
Incentive Plan
4) Approval of amended Management 05/23/13 For For
2008 Employee Stock
Purchase Plan
5) Ratify DT as IA Management 05/23/13 For For