N-PX 1 formnpx19.txt 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, 2019 Date of reporting period: June 30, 2019 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 07/01/18-06/30/19 MEETING PROPOSED VOTE FOR/AGAINST FOR/AGAINST ISSUER TICKER CUSIP DATE MATTER VOTED ON BY CAST ABSTAIN MANAGEMENT --------------------------------------------------------------------------------------------------------------------------- Gramercy Property Trust GPT 385002308 08/09/18 1) Approval of merger Management 08/08/18 FOR FOR 2) Advisory vote on Management 08/08/18 FOR FOR executive compensation as it relates to the merger 3) Adjournment if necessary Management 08/08/18 FOR FOR Medtronic PLC MDT G5960L103 12/07/18 1) Election of Directors Management 11/14/18 FOR FOR 2) Ratify IA Management 11/14/18 FOR FOR 3) Advisory vote on Management 11/14/18 FOR FOR executive compensation Beneficial BNCL 08171T102 12/06/18 1) Approval of Agreement Management 12/03/18 FOR FOR Bancorp, Inc. and Plan Reorganization 2) Advisory vote on executive Management 12/03/18 FOR FOR compensation payable in connection with merger 3) Adjournment if necessary Management 12/03/18 FOR FOR Sparton Corporation SPA 847235108 12/20/18 1) Election of Directors Management 12/14/18 FOR FOR 2) Ratify IA Management 12/14/18 FOR FOR 3) Advisory vote on Management 12/14/18 FOR FOR executive compensation Emerson Electric Co. EMR 291011104 02/05/19 1) Election of Directors Management 01/24/19 FOR FOR 2) Ratify IA Management 01/24/19 FOR FOR 3) Advisory vote on Management 01/24/19 FOR FOR executive compensation Amdocs Limited DOX G02602103 01/31/19 1) Election of Directors Management 01/24/19 FOR FOR 2) Approval of increase in Management 01/24/19 FOR FOR dividend rate 3) Approval of consolidated Management 01/24/19 FOR FOR financial statements for FY18 4) Ratify and approve IA Management 01/24/19 FOR FOR Westbury Bancorp, Inc. WBBW 95727P106 2/20/19 1) Election of Directors Management 02/14/19 FOR FOR 2) Ratify IA Management 02/14/19 FOR FOR Johnson Controls JCI G51502105 03/06/19 1) Election of Directors Management 02/28/19 FOR FOR International plc 2a)Ratify IA Management 02/28/19 FOR FOR 2b)Authorize Audit Committee to set auditor's remuneration 3) Authorization to make Management 02/28/19 FOR FOR market purchases of Company shares 4) To determine the price Management 02/28/19 FOR FOR range at which the Company can re-allot shares held in Treasury 5) Advisory vote on Management 02/28/19 FOR FOR executive compensation 6) Approval of Directors' Management 02/28/19 FOR FOR authority to allot shares up to approximately 33% of issued share capital 7) Approve the waiver of Management 02/28/19 FOR FOR statutory pre-emption rights with respect to up to 5% of issued share capital Prudential Bancorp Inc. PBIP 74431A101 02/20/19 1) Election of Directors Management 02/13/19 FOR FOR 2) Advisory vote on Management 02/13/19 FOR FOR executive compensation 3) Frequency of vote on Management 02/13/19 AGN AGN executive compensation 4) Ratify IA Management 02/13/19 FOR FOR Blue Bird Corp. BLBD 095306106 03/05/19 1) Election of Directors Management 02/27/19 FOR FOR American National AMNB 027745108 03/19/19 1) Approval of Agreement and Management 03/14/19 FOR FOR Bankshares, Inc. Plan of Reorganization 2) Adjournment, if necessary, Management 03/14/19 FOR FOR to solicit more votes Sherwin Williams SHW 824348106 04/17/19 1) Election of Directors Management 03/22/19 FOR FOR Company 2) Advisory vote on Management 03/22/19 FOR FOR executive compensation 3) Ratify IA Management 03/22/19 FOR FOR MYR Group, Inc. MYRG 55405W104 04/25/19 1) Election of Directors Management 04/10/19 FOR FOR 2) Advisory vote on Management 04/10/19 FOR FOR executive compensation 3) Ratify IA Management 04/10/19 FOR FOR Shore Bancshares, Inc. SHBI 825107105 04/24/19 1) Election of Directors Management 04/10/19 FOR FOR 2) Ratify IA Management 04/10/19 FOR FOR 3) Advisory vote on Management 04/10/19 FOR FOR executive compensation LKQ Corporation LKQ 501889208 05/06/19 1) Election of Directors Management 04/30/19 FOR FOR 2) Ratify IA Management 04/30/19 FOR FOR 3) Advisory vote on Management 04/30/19 FOR FOR executive compensation United Parcel UPS 911312106 05/09/19 1) Election of Directors Management 05/02/19 FOR FOR Services, Inc. 2) Ratify IA Management 05/02/19 FOR FOR 3) Annual Report on Lobbying Shareholder 05/02/19 AGN FOR 4) Reduce voting power of Shareholder 05/02/19 FOR AGN Class A stock 5) Report on assessing Shareholder 05/02/19 AGN FOR sustainability metrics into executive compensation Owens Corning OC 690742101 04/17/19 1) Election of Directors Management 04/08/19 FOR FOR 2) Ratify IA Management 04/08/19 FOR FOR 3) Advisory vote on Management 04/08/19 FOR FOR executive compensation 4) Approval of 2019 Stock Pl. Management 04/08/19 FOR FOR Cleveland-Cliffs, Inc. CLF 185899101 04/24/19 1) Election of Directors Management 03/26/19 FOR FOR 2) Advisory vote on Management 03/26/19 FOR FOR executive compensation 3) Ratify IA Management 03/26/19 FOR FOR Pentair plc PNR G7S00T104 05/07/19 1) Election of Directors Management 04/30/19 FOR FOR 2) Advisory vote on Management 04/30/19 FOR FOR executive compensation 3) Ratify IA Management 04/30/19 FOR FOR 4) Authorization to allot Management 04/30/19 FOR FOR new shares under Irish Law 5) Authorization to opt-out Management 04/30/19 FOR FOR of statuatory preemption rights under Irish Law 6) Authorization of price Management 04/30/19 FOR FOR range to re-allot Treasury shares under Irish Law Abbott Laboratories ABT 002824100 04/26/19 1) Election of Directors Management 04/19/19 FOR FOR 2) Ratify IA Management 04/19/19 FOR FOR 3) Advisory vote on Management 04/19/19 FOR FOR executive compensation 4) Independent Board Chair Shareholder 04/19/19 AGN FOR Suncor Energy, Inc. SU 867224107 05/02/19 1) Election of Directors Management 04/24/19 FOR FOR 2) Appointment of IA Management 04/24/19 FOR FOR 3) Advisory vote on Management 04/24/19 FOR FOR executive compensation Six Flags SIX 83001A102 05/01/19 1) Election of Directors Management 04/19/19 FOR FOR Entertainment 2) Ratify IA Management 04/19/19 FOR FOR Corporation 3) Advisory vote on Management 04/19/19 FOR FOR executive compensation WSFS Financial WSFS 929328102 04/25/19 1) Election of Directors Management 04/16/19 FOR FOR 2) Amendment to increase the Management 04/16/19 FOR FOR number of authorized common stock 3) Ratify IA Management 04/16/19 FOR FOR 4) Advisory vote on Management 04/16/19 FOR FOR executvie compensation J2 Global, Inc. JCOM 48123V102 05/02/19 1) Election of Directors Management 04/29/19 FOR FOR 2) Ratify IA Management 04/29/19 FOR FOR 3) Advisory vote on Management 04/29/19 FOR FOR executive compensation nVent Electric plc NVT G6700G107 05/10/19 1) Election of Directors Management 05/01/19 FOR FOR 2) Advisory vote on Management 05/01/19 FOR FOR executive compensation 3) Frequency of advisory Management 05/01/19 FOR FOR vote on executive compensation 4) Ratify IA Management 05/01/19 FOR FOR 5) Authorize price range Management 05/01/19 FOR FOR at which Company can re-allot Treasury shares EOG Resources, Inc. EOG 26875P101 04/29/19 1) Election of Directors Management 04/23/19 FOR FOR 2) Ratify IA Management 04/23/19 FOR FOR 3) Advisory vote on Management 04/23/19 FOR FOR executive compensation KBR, Inc. KBR 48242W106 05/15/19 1) Election of Directors Management 05/02/19 FOR FOR 2) Advisory vote on Management 05/02/19 FOR FOR executive compensation 3) Ratify IA Management 05/02/19 FOR FOR MasTec, Inc. MTZ 576323109 05/23/19 1) Election of Directors Management 05/16/19 FOR FOR 2) Ratify IA Management 05/16/19 FOR FOR 3) Advisory vote on Management 05/16/19 FOR FOR executive compensation Phillips 66 PSX 718546104 05/08/19 1) Election of Director Management 05/02/19 FOR FOR 2) Ratify IA Management 05/02/19 FOR FOR 3) Advisory vote on Management 05/02/19 FOR FOR executive compensation 4) Frequency of vote on Management 05/02/19 FOR FOR executive compensation 5) Report on plastic Shareholder 05/02/19 AGN FOR pollution Western New England WNEB 958892101 05/14/19 1) Election of Directors Management 05/06/19 FOR FOR Bancorp, Inc. 2) Ratify IA Management 05/06/19 FOR FOR 3) Advisory vote on Management 05/06/19 FOR FOR executive compensation Discover Financial DFS 254709108 05/16/19 1) Electon of Directors Management 05/07/19 FOR FOR Services 2) Advisory vote on Management 05/07/19 FOR FOR executive compensation 3) Ratiy IA Management 05/07/19 FOR FOR 4) Eliminate super majority Management 05/07/19 FOR FOR voting requirements 5) Right to call special Management 05/07/19 FOR FOR meetings 6) Right to call special Shareholder 05/07/19 AGN FOR meeing if presented properly Republic Services, Inc. RSG 760759100 05/17/19 1) Election of Directors Management 05/06/19 FOR FOR 2) Advisory vote on Management 05/06/19 FOR FOR executive compensation 3) Ratify IA Management 05/06/19 FOR FOR 4) Electoral contributions Shareholder 05/06/19 AGN FOR and expenditures Wyndham Hotels & WH 98311A105 05/14/19 1) Election of Directors Management 05/07/19 FOR FOR Resorts, Inc. 2) Advisory vote on Management 05/07/19 FOR FOR executive compensation 3) Frequency of vote on Management 05/07/19 FOR FOR executive compensation 4) Ratify IA Management 05/07/19 FOR FOR Chubb Limited CB H1467J104 05/15/19 1) Approval of financial Management 05/06/19 FOR FOR statements 2a)Allocation of disposable Management 05/06/19 FOR FOR profit 2b)Distribution of dividend Management 05/06/19 FOR FOR out of legal reserves 3) Discharge of Board of Management 05/06/19 FOR FOR Directors 4a)Election of IA Management 05/06/19 FOR FOR 4b)Ratify IA Management 05/06/19 FOR FOR 4c)Election of special audit Management 05/06/19 FOR FOR firm 5) Election of Board of Management 05/06/19 FOR FOR Directors 6) Election of Chairman Management 05/06/19 FOR FOR 7) Election of Compensation Management 05/06/19 FOR FOR Committee 8) Election of independent proxy 9) Approval of maximum Management 05/06/19 FOR FOR compensation of Board of Directors and executive management 9a)Compensation of Board of Management 05/06/19 FOR FOR Directors until next annual general meeting 9b)Compensation of executive Management 05/06/19 FOR FOR management for the next calendar year 10)Advisory vote on Management 05/06/19 FOR FOR executive compensation 11)New agenda item Management 05/06/19 ABSTN ABSTN Marriott International MAR 571903202 05/10/19 1) Election of Directors Management 05/06/19 FOR FOR 2) Ratify IA Management 05/06/19 FOR FOR 3) Advisory vote on Management 05/06/19 FOR FOR executive compensation 4) Removal of supermajority Management 05/06/19 FOR FOR voting 5) Act by Written Consent Shareholder 05/06/19 AGN FOR Rush Enterprises, Inc. RUSHA 781846209 05/14/19 1) Election of Directors Management 05/06/19 FOR FOR 2) Ratify IA Management 05/06/19 FOR FOR American National AMNB 027745108 05/21/19 1) Election of Directors Management 05/10/19 FOR FOR Bankshares, Inc. 2) Ratify IA Management 05/10/19 FOR FOR 3) Advisory vote on Management 05/10/19 FOR FOR executive compensation Emcor Group, Inc. EME 29084Q100 05/30/19 1) Election of Directors Management 05/24/19 FOR FOR 2) Advisory vote on Management 05/24/19 FOR FOR executive compensation 3) Ratify IA Management 05/24/19 FOR FOR 4) Written consent Shareholder 05/24/19 AGN FOR Conduent Incorporated CDNT 206787103 05/21/19 1) Election of Directors Management 05/16/19 FOR/AGN FOR/AGN 2) Ratify IA Management 05/16/19 FOR FOR 3) Advisory vote on Management 05/16/19 FOR FOR executive compensation Condor Hospitality CDOR 20676Y403 05/23/19 1) Election of Directors Management 05/14/19 FOR FOR Trust, Inc. 2) Advisory vote on Management 05/14/19 FOR FOR executive compensation 3) Frequency of vote on Management 05/14/19 AGN AGN executive compensation 4) Ratify IA Management 05/14/19 FOR FOR Party City Holdco Inc. PRTY 702149105 06/06/19 1) Declassify Board of Management 05/24/19 FOR FOR Directors 2) Election of Directors Management 05/24/19 FOR FOR 3) Election of Class 1 Management 05/24/19 FOR FOR Directors 4) Advisory vote on Management 05/24/19 FOR FOR executive compensation OceanFirst OCFC 675234108 05/29/19 1) Election of Directors Management 05/20/19 FOR FOR Financial Corp. 2) Advisory vote on Management 05/20/19 FOR FOR executive compensation 3) Ratify IA Management 05/20/19 FOR FOR W.R. Berkley WRB 084423102 06/05/19 1) Election of Directors Management 05/22/19 FOR FOR Corporation 2) Advisory vote on Management 05/22/19 FOR FOR executive compensation 3) Ratify IA Management 05/22/19 FOR FOR Southern National SONA 843395104 05/23/19 1) Election of Directors Management 05/14/19 FOR FOR Bancorp of VA, Inc. 2) Ratify IA Management 05/14/19 FOR FOR 3) Advisory vote on Management 05/14/19 AGN AGN executive compensation PGT Innovations, Inc. PGTI 69336V101 05/22/19 1) Election of Directors Management 05/20/19 FOR FOR 2) Ratify IA Management 05/20/19 FOR FOR 3) Approve 2019 Employee Management 05/20/19 FOR FOR Stock Purchase Plan 4) Approve 2019 Equity and Management 05/20/19 FOR FOR Incentive Compensation Pl. 5) Advisory vote on Management 05/20/19 FOR FOR executive compensation 6) Frequency of vote on Management 05/20/19 FOR FOR executive compensation