EX-99.77C VOTES 2 gfa_77c.htm 77C Unassociated Document
The Growth Fund of America, Inc.
One Market, Steuart Tower, Suite 1800
San Francisco, California 94105

Phone (415) 421-9360
Fax (415) 393-7140


For period ending 02/28/10
File number 811-00862

77C.           The Board of Directors of The Growth Fund of America, Inc. presented several proposals to its shareholders.  These measures were designed to increase investment flexibility, streamline fund administration and reduce expenses.  The fund’s shareholder meeting was held December 23, 2009 with respect to proposal 2 below and November 24, 2009 for all other proposals.

The results of the proposals submitted to vote for The Growth Fund of America, Inc. are as follows:

Election of Directors:

 
Director
Votes
For
Votes
Withheld
Ronald P. Badie
3,238,625,824
117,956,932
Joseph C. Berenato
3,238,711,326
117,871,430
Louise H. Bryson
3,238,834,985
117,747,771
Robert J. Denison
3,238,591,231
117,991,525
Mary Anne Dolan
3,238,657,338
117,925,418
Robert A. Fox
3,238,098,114
118,484,642
John G. Freund
3,236,609,867
119,972,889
Leonade D. Jones
3,238,445,467
118,137,289
William H. Kling
3,237,577,636
119,005,120
John G. McDonald
3,236,158,020
120,424,736
Donald D. O'Neal
3,238,774,133
117,808,623
James F. Rothenberg
3,238,778,634
117,804,122
Christopher E. Stone
3,238,725,285
117,857,471


Approval of an agreement to reorganize the fund from a Maryland Corporation into a Delaware Statutory Trust:

Votes
For
Votes
Against
Votes
Abstaining*
2,955,351,847
139,294,470
772,377,276


Approval to update the fund’s fundamental investment policies:
a.  
Policy regarding borrowing
b.  
Policy regarding issuance of senior securities
c.  
Policy regarding underwriting
d.  
Policy regarding investments in real estate or commodities
e.  
Policy regarding lending
f.  
Policy regarding industry concentration
g.  
The elimination of certain policies

 
Votes
For
Votes
Against
Votes
Abstaining*
3a.
2,444,876,541
83,503,168
828,203,047
3b.
2,443,278,254
83,698,969
829,605,533
3c.
2,418,153,415
108,772,455
829,656,886
3d.
2,410,249,263
117,864,493
828,469,000
3e.
2,434,427,141
92,813,904
829,341,711
3f.
2,415,846,882
111,052,363
829,683,511
3g.
2,401,027,094
123,270,177
832,285,485


Approval of a policy allowing Capital Research and Management Company to appoint subsidiary advisers to manage the day-to-day investment activities of the fund without additional shareholder approval:

Votes
For
Votes
Against
Votes
Abstaining*
2,430,790,857
79,296,537
846,495,362


Approval of amendments to the fund’s Investment Advisory and Service Agreement with Capital Research and Management Company:

Votes
For
Votes
Against
Votes
Abstaining*
2,434,338,497
72,711,696
849,532,563


Approval of a form of Subsidiary Agreement and appointment of subsidiary advisor(s) for the fund:

Votes
For
Votes
Against
Votes
Abstaining*
2,434,330,755
74,213,659
848,038,342


Approval to consider a proposal submitted by shareholders of the fund that requests the Board of the Fund to “institute procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violation of human rights:”

Votes
For
Votes
Against
Votes
Abstaining
282,678,062
2,173,524,825
137,370,586

 
*Includes broker non-votes.