N-PX 1 franknpx200808.htm

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 811-21532


Frank Funds

(Exact name of registrant as specified in charter)


6 Stacy Court

Parsippany, New Jersey 07054

(Address of principal executive offices)

 (Zip code)


Alfred C. Frank

Frank Capital Partners LLC

6 Stacy Court

Parsippany, New Jersey 07054


(Name and address of agent for service)


Copies to:

JoAnn M. Strasser

Thompson Hine LLP

312 Walnut Street, 14th Floor

Cincinnati, Ohio 45202


Registrant's telephone number, including area code: 973-887-7698


Date of fiscal year end: June 30


Date of reporting period: June 30, 2008


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 (Sections 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 notes.


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. Section 3507.


ITEM 1. PROXY VOTING RECORD:


Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:


(a).

The name of the issuer of the portfolio security;

(b).

The exchange ticker symbol of the portfolio security;

(c).

The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;

(d).

The shareholder meeting date;

(e).

A brief identification of the matter voted on;

(f).

Whether the matter was proposed by the issuer or by a security holder;

(g).

Whether the Registrant cast its vote on the matter;

(h).

How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i).

Whether the Registrant cast its vote for or against management.




Frank Value Fund

AMERICAN EXPRESS COMPANY

Ticker Symbol:AXP Cusip Number:025816109
Record Date: 2/29/2008 Meeting Date: 4/28/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors. For Issuer For With
2 A proposal to ratify the appointment of Pricewaterhousecoopers LLP as our independent registered public accounting firm for 2008. For Issuer For With
3 A proposal to amend the certificate of incorporation to require a majority vote for the election of directors in non-contested elections. For Issuer For With
4A Proposal to amend the certificate of incorporation to eliminate statutory supermajority voting: merger or consolidation. For Issuer For With
4B Proposal to amend the certificate of incorporation to eliminate statutory supermajority voting: sale, lease, exchange or other disposition of all or substantially all of the company's assets outside the ordinary course of business. For Issuer For With
4C Proposal to amend the certificate of incorporation to eliminate statutory supermajority voting: plan for the exchange of shares. For Issuer For With
4D Proposal to amend the certificate of incorporation to eliminate statutory supermajority voting: authorization of dissolution. For Issuer For With
5 A shareholder proposal relating to cumulative voting for directors. Against Stockholder Against With

AMERICAN REPROGRAPHICS CO.

Ticker Symbol:ARP Cusip Number:029263100
Record Date: 3/20/2008 Meeting Date: 5/2/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratify the appointment of Pricewaterhousecoopers LLP as the company's independent auditors for 2008. For Issuer For With

BEST BUY, CO., INC.

Ticker Symbol:BBY Cusip Number:086516101
Record Date: 4/28/2008 Meeting Date: 6/25/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending February 28, 2009. For Issuer For With
3 Approval of the Best Buy, Co., Inc. 2008 Employee Stock Purchase Plan. Against Issuer For Against
4 Approval of an amendment to the Best Buy Co., Inc. restated Articles of Incorporation. For Issuer For With

COMPUTER PROGRAMS AND SYSTEMS, INC.

Ticker Symbol:CPSI Cusip Number:205306103
Record Date: 3/28/2008 Meeting Date: 5/8/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Grant Thornton LLP as independent registered public accountants. For Issuer For With

DELL, INC.

Ticker Symbol:DELL Cusip Number:24702R101
Record Date: 10/26/2007 Meeting Date: 12/4/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of independent auditor. For Issuer For With
3 Approval of the amended and restated 2002 Long-term Incentive Plan. Against Issuer For Against
SH1 Executive stockownership guidelines Against Stockholder Against With
SH2 Declaration of dividend. Against Stockholder Against With

FEDERAL HOME LOAN MORTGAGE CORP.

Ticker Symbol:FRE Cusip Number:313400301
Record Date: 3/31/2008 Meeting Date: 6/6/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of Pricewaterhousecoopers LLP as independent auditors for fiscal year 2008. For Issuer For With
3 Approval of amended and restated 2004 Stock Compensation plan. Against Issuer For Against

FIRST MARBLEHEAD CORPORATION

Ticker Symbol:FMD Cusip Number:320771108
Record Date: 9/21/2007 Meeting Date: 11/8/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Approve an amendment to First Marblehead's restated Certificate of Incorporation to increase the authorized number of shares of common stock from 150,000,000 to 250,000,000. For Issuer For With
3 Ratify the appointment of KPMG LLP as First Marblehead's independent registered public accounting firm for the fiscal year ending June 30, 2008. For Issuer For With

FTD GROUP, INC.

Ticker Symbol:FTD Cusip Number:30267U108
Record Date: 9/26/2007 Meeting Date: 11/14/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 The ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2008. For Issuer For With

HARLEY-DAVIDSON, INC.

Ticker Symbol:HOG Cusip Number:412822108
Record Date: 3/5/2008 Meeting Date: 4/26/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of selection of Ernst & Young LLP, Independent registered public accounting firm, to be the auditors. For Issuer For With

HARVEST NATURAL RESOURCES, INC.

Ticker Symbol:HNR Cusip Number:41754V103
Record Date: 3/31/2008 Meeting Date: 5/15/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Pricewaterhousecoopers LLP as the independent registered public accounting firm for the year ending December 31, 2008. For Issuer For With

HIRERIGHT, INC.

Ticker Symbol:HIRE Cusip Number:433538105
Record Date: 4/4/2008 Meeting Date: 5/29/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2008. For Issuer For With

J2 GLOBAL COMMUNICATIONS, INC.

Ticker Symbol:JCOM Cusip Number:46626E205
Record Date: 3/19/2008 Meeting Date: 5/1/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP to serve as the company's independent auditors for fiscal 2008. For Issuer For With
3 To transact such other business as may properly come before the meeting or any postponements or adjournments thereof. For Issuer For With

KNOLL, INC.

Ticker Symbol:KNL Cusip Number:498904200
Record Date: 3/17/2008 Meeting Date: 4/30/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To ratify selection of Ernst & Young LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2008. For Issuer For With

LIBERTY GLOBAL, INC.

Ticker Symbol:LBTYA Cusip Number:530555101
Record Date: 4/18/2008 Meeting Date: 6/12/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the selection of KPMG LLP as the company's independent auditors for the year ending December 31, 2008. For Issuer For With

LOJACK CORPORATION

Ticker Symbol:LOJN Cusip Number:539451104
Record Date: 3/17/2008 Meeting Date: 5/20/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Adopt the company's 2008 Stock Incentive plan. Against Issuer For Against
3 Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2008. For Issuer For With

MEADE INSTRUMENTS

Ticker Symbol:MEAD Cusip Number:583062104
Record Date: 5/21/2007 Meeting Date: 7/12/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors Split Issuer For With/Against
2 Ratification of appointment of independent registered public accounting firm. For Issuer For With

MICROSOFT CORPORATION

Ticker Symbol:MSFT Cusip Number:594918104
Record Date: 9/7/2007 Meeting Date: 11/13/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: William H. Gates, III For Issuer For With
1B Election of director: Steven A. Ballmer For Issuer For With
1C Election of director: James I. Cash Jr., PHD For Issuer For With
1D Election of director: Dina Dublon For Issuer For With
1E Election of director: Raymond V. Gilmartin For Issuer For With
1F Election of director: Reed Hastings For Issuer For With
1G Election of director: David F. Marquardt For Issuer For With
1H Election of director: Charles H. Noski For Issuer For With
1I Election of director: Dr. Helmut Panke For Issuer For With
1J Election of director: Jon A. Shirley For Issuer For With
2 Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor. For Issuer For With
3 Adoption of policies on internet censorship. Against Stockholder Against With
4 Establishment of board committee on human rights. Against Stockholder Against With

MOODY'S CORPORATION

Ticker Symbol:MCO Cusip Number:615369105
Record Date: 3/3/2008 Meeting Date: 4/22/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: Robert R. Glauber For Issuer For With
1B Election of director: Connie Mack For Issuer For With
1C Election of director: Nancy S. Newcomb For Issuer For With
II Ratification of the appointment of independent registered public accounting firm for 2008. For Issuer For With
III Stockholder proposal to adopt simple majority vote requirements in the company's charter and by-laws. For Stockholder Against Against

NBTY, INC.

Ticker Symbol:NTY Cusip Number:628782104
Record Date: 1/14/2008 Meeting Date: 2/25/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors. For Issuer For With
2 To approve the NBTY, Inc. Executive Bonus plan. For Issuer For With
3 Ratification of Pricewaterhousecoopers LLP as independent registered public accountants for the fiscal year ending September 30, 2008. For Issuer For With

PINNACLE AIRLINES CORP.

Ticker Symbol:PNCL Cusip Number:723443107
Record Date: 3/20/2008 Meeting Date: 5/15/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Proposal to amend 2003 stock incentive plan. Against Issuer For Against
3 Ratification of the appointment by the audit committee of the board of directors of Ernst & Young LLP as principal independent auditors for 2008. For Issuer For With
Q1 Please mark ``yes`` if the stock owned of record or beneficially by you is owned and controlled only by U.S. citizens (as defined in the Proxy statement), or mark ``no`` if such stock is owned or controlled by any person who is not a U.S. citizen. For Issuer N/A N/A

RAND LOGISTICS, INC.

Ticker Symbol:RLOG Cusip Number:752182105
Record Date: 7/23/2007 Meeting Date: 9/11/2007
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors For Issuer For With
2 To approve the company's 2007 long term incentive plan For Issuer For With
3 Ratification of the appointment of Grant Thronton LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2008. For Issuer For With

STAPLES, INC.

Ticker Symbol:SPLS Cusip Number:855030102
Record Date: 4/14/2008 Meeting Date: 6/9/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 To approve an amendment to Staples' certificate of incorporation deleting Article XII to remove provisions that require holders of at least two-thirds of Staples' outstanding voting stock to approve certain significant corporate transactions. For Issuer For With
3 To approve Staples' Executive Officer Incentive Plan for the fiscal years 2008 through 2012. For Issuer For With
4 To approve an amendment to Staples' Amended and Restated 2004 Stock Incentive Plan increasing the total number of shares of common stock authorized for issuance under the plan by 15,100,000 shares, from 62,330,000 shares to 77,430,000 shares. For Issuer For With
5 To ratify the selection by the Audit Committee of Ernst & Young LLP as Staples' independent registered public accounting firm for the current fiscal year. For Issuer For With
6 To act on a shareholder proposal regarding stockholders' ability to call special meetings expected to come before the meeting. For Stockholder Against Against

TEMPUR-PEDIC INTERNATIONAL, INC.

Ticker Symbol:TPX Cusip Number:88023U101
Record Date: 3/7/2008 Meeting Date: 5/6/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Amendment to the 2003 equity incentive plan Against Issuer For Against
3 Ratification of Ernst & Young LLP as independent auditors. For Issuer For With

THE WESTERN UNION COMPANY

Ticker Symbol:WU Cusip Number:959802109
Record Date: 3/24/2008 Meeting Date: 5/23/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1A Election of director: Jack M. Greenberg For Issuer For With
1B Election of director: Alan J. Lacy For Issuer For With
1C Election of director: Linda Fayne Levinson For Issuer For With
2 Ratification of selection of auditors. For Issuer For With

TRUEBLUE, INC.

Ticker Symbol:TBI Cusip Number:89785X101
Record Date: 4/1/2008 Meeting Date: 5/14/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Pricewaterhousecoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 26, 2008. For Issuer For With

USG CORPORATION

Ticker Symbol:USG Cusip Number:903293405
Record Date: 3/17/2008 Meeting Date: 5/14/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2008. For Issuer For With

VALUECLICK, INC.

Ticker Symbol:VCLK Cusip Number:92046N102
Record Date: 3/10/2008 Meeting Date: 4/17/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of Directors Abstained Issuer For N/A

WAL-MART STORES, INC.

Ticker Symbol:WMT Cusip Number:931142103
Record Date: 4/10/2008 Meeting Date: 6/6/2008
Proposal # Proposal Vote Author MRV* vs. Mgmt
1 Election of directors For Issuer For With
2 Approval of Management Incentive Plan, as amended and restated. For Issuer For With
3 Ratification of Ernst & Young LLP as Independent Accountants. For Issuer For With
4 Amend Equal Employment Opportunity Policy Against Stockholder Against With
5 Pay-for-Superior-Performance Against Stockholder Against With
6 Recoupment of Senior Executive Compensation Policy Against Stockholder Against With
7 Establish Human Rights Committee Against Stockholder Against With
8 Advisory Vote on Executive Compensation Against Stockholder Against With
9 Political Contributions Report Against Stockholder Against With
10 Social and Reputation Impact Report Against Stockholder Against With
11 Special Shareholders' Meetings Against Stockholder Against With

* Management Recommended Vote

 


Leigh Baldwin Total Return Fund

As of June 30, 2008 the Leigh Baldwin Total Return had not commenced operations and was not entitled to vote on any proxies during the reporting period.


 



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.



Frank Funds


By /s/Alfred C. Frank

* Alfred C. Frank

President


By /s/Brian J. Frank

* Brian J. Frank

Treasurer


Date: August 22, 2008


*Print the name and title of each signing officer under his or her signature.