UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, DC 20549

**FORM N-PXANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY**

  

```
Investment Company Act file number: 811-01728
```

```
Nicholas Fund, Inc.
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  (Exact name of registrant as specified in charter)

700 North Water Street
Milwaukee, Wisconsin 53202
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  (Address of principal executive offices)

Jeffrey T. May
700 North Water Street
Milwaukee, Wisconsin 53202
-------------------------------------------------------------------------
  (Name and address of agent for service)
```

 

```
Registrant's telephone number, including area code: 414-272-4650

Date of Fiscal year-end: 03/31/2013

Date of reporting period: 07/01/2011 - 06/30/2012
```

Item 1. Proxy Voting RecordAccount Name: Nicholas Fund, Inc.

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A. O. SMITH CORPORATION
```

```
Ticker:       AOS            Security ID:  831865209
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 20, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gloster B. Current, Jr.  For       For          Management
1.2   Elect Director William P. Greubel       For       For          Management
1.3   Elect Director Idelle K. Wolf           For       For          Management
1.4   Elect Director Gene C. Wulf             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
```

```
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```

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AARON'S, INC.
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```
Ticker:       AAN            Security ID:  002535300
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William K. Butler, Jr.   For       For          Management
1.2   Elect Director Leo Benatar              For       For          Management
1.3   Elect Director John B. Schuerholz       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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```

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AFFILIATED MANAGERS GROUP, INC.
```

```
Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 18, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel T. Byrne          For       For          Management
2     Elect Director Dwight D. Churchill      For       For          Management
3     Elect Director Sean M. Healey           For       For          Management
4     Elect Director Harold J. Meyerman       For       For          Management
5     Elect Director William J. Nutt          For       For          Management
6     Elect Director Tracy P. Palandjian      For       For          Management
7     Elect Director Rita M. Rodriguez        For       For          Management
8     Elect Director Patrick T. Ryan          For       For          Management
9     Elect Director Jide J. Zeitlin          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
```

```
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```

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APACHE CORPORATION
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```
Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott D. Josey           For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       Against   For          Shareholder
```

```
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```

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APTARGROUP, INC.
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```
Ticker:       ATR            Security ID:  038336103
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie A. Desjardins     For       For          Management
1.2   Elect Director Leo A. Guthart           For       For          Management
1.3   Elect Director Ralf K. Wunderlich       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
```

```
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```

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BALL CORPORATION
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```
Ticker:       BLL            Security ID:  058498106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       Withhold     Management
1.2   Elect Director R. David Hoover          For       Withhold     Management
1.3   Elect Director Jan Nicholson            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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```

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C. R. BARD, INC.
```

```
Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc C. Breslawsky       For       For          Management
2     Elect Director Herbert L. Henkel        For       For          Management
3     Elect Director Tommy G. Thompson        For       For          Management
4     Elect Director Timothy M. Ring          For       For          Management
5     Elect Director G. Mason Morfit          For       For          Management
6     Ratify Auditors                         For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
9     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
10    Declassify the Board of Directors       For       For          Management
11    Prepare Sustainability Report           Against   For          Shareholder
```

```
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```

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CBRE GROUP, INC.
```

```
Ticker:       CBG            Security ID:  12504L109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Blum          For       For          Management
1.2   Elect Director Curtis F. Feeny          For       For          Management
1.3   Elect Director Bradford M. Freeman      For       For          Management
1.4   Elect Director Michael Kantor           For       For          Management
1.5   Elect Director Frederic V. Malek        For       For          Management
1.6   Elect Director Jane J. Su               For       For          Management
1.7   Elect Director Laura D. Tyson           For       For          Management
1.8   Elect Director Brett White              For       For          Management
1.9   Elect Director Gary L. Wilson           For       For          Management
1.10  Elect Director Ray Wirta                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       Against      Management
```

```
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```

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COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
```

```
Ticker:       RQI            Security ID:  19247L106
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George Grossman          For       For          Management
1.2   Elect Director Robert H. Steers         For       For          Management
1.3   Elect Director C. Edward Ward, Jr.      For       For          Management
```

```
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```

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COPART, INC.
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```
Ticker:       CPRT           Security ID:  217204106
Meeting Date: DEC 14, 2011   Meeting Type: Annual
Record Date:  OCT 31, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Willis J. Johnson        For       Withhold     Management
1.2   Elect Director A. Jayson Adair          For       Withhold     Management
1.3   Elect Director Matt Blunt               For       For          Management
1.4   Elect Director Steven D. Cohan          For       For          Management
1.5   Elect Director Daniel J. Englander      For       For          Management
1.6   Elect Director James E. Meeks           For       Withhold     Management
1.7   Elect Director Vincent W. Mitz          For       Withhold     Management
2     Change State of Incorporation [from     For       For          Management
      California to Delaware]
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management
```

```
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```

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COVIDIEN PUBLIC LIMITED COMPANY
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```
Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jose E. Almeida          For       For          Management
2     Elect Director Craig Arnold             For       For          Management
3     Elect Director Robert H. Brust          For       For          Management
4     Elect Director John M. Connors, Jr      For       For          Management
5     Elect Director Christopher J. Coughlin  For       For          Management
6     Elect Director Timothy M. Donahue       For       For          Management
7     Elect Director  Randall J. Hogan, III   For       For          Management
8     Elect Director Martin D. Madaus         For       For          Management
9     Elect Director  Dennis H. Reilley       For       For          Management
10    Elect Director Joseph A. Zaccagnino     For       For          Management
11    Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
14    Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
15    Amend Articles of Association to        For       For          Management
      Provide for Escheatment under U.S. Law
16    Amend Articles of Association to Allow  For       For          Management
      Board to Declare Non-Cash Dividends
```

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DAVITA INC.
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```
Ticker:       DVA            Security ID:  23918K108
Meeting Date: JUN 11, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Pamela M. Arway          For       For          Management
2     Elect Director Charles G. Berg          For       For          Management
3     Elect Director Carol Anthony (John)     For       For          Management
      Davidson
4     Elect Director Paul J. Diaz             For       For          Management
5     Elect Director Peter T. Grauer          For       For          Management
6     Elect Director John M. Nehra            For       For          Management
7     Elect Director William L. Roper         For       For          Management
8     Elect Director Kent J. Thiry            For       For          Management
9     Elect Director Roger J. Valine          For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Stock Retention/Holding Period          Against   For          Shareholder
```

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DECKERS OUTDOOR CORPORATION
```

```
Ticker:       DECK           Security ID:  243537107
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angel R. Martinez        For       For          Management
1.2   Elect Director Rex A. Licklider         For       For          Management
1.3   Elect Director John M. Gibbons          For       For          Management
1.4   Elect Director John G. Perenchio        For       For          Management
1.5   Elect Director Maureen Conners          For       For          Management
1.6   Elect Director Karyn O. Barsa           For       For          Management
1.7   Elect Director Michael F. Devine, III   For       For          Management
1.8   Elect Director James Quinn              For       For          Management
1.9   Elect Director Lauri Shanahan           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

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DUFF & PHELPS CORPORATION
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```
Ticker:       DUF            Security ID:  26433B107
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Noah Gottdiener          For       For          Management
1.2   Elect Director Robert M. Belke          For       For          Management
1.3   Elect Director Peter W. Calamari        For       For          Management
1.4   Elect Director William R. Carapezzi     For       For          Management
1.5   Elect Director John A. Kritzmacher      For       For          Management
1.6   Elect Director Harvey M. Krueger        For       Withhold     Management
1.7   Elect Director Sander M. Levy           For       For          Management
1.8   Elect Director Jeffrey D. Lovell        For       For          Management
1.9   Elect Director Gordon A. Paris          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management
```

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EATON CORPORATION
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```
Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alexander M. Cutler      For       For          Management
2     Elect Director Arthur E. Johnson        For       For          Management
3     Elect Director Deborah L. McCoy         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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FISERV, INC.
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```
Ticker:       FISV           Security ID:  337738108
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel P. Kearney        For       For          Management
1.2   Elect Director Jeffery W. Yabuki        For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
```

```
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GILEAD SCIENCES, INC.
```

```
Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
```

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HEALTHCARE SERVICES GROUP, INC.
```

```
Ticker:       HCSG           Security ID:  421906108
Meeting Date: MAY 29, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel P. McCartney      For       Withhold     Management
1.2   Elect Director Joseph F. McCartney      For       Withhold     Management
1.3   Elect Director Robert L. Frome          For       Withhold     Management
1.4   Elect Director Robert J. Moss           For       Withhold     Management
1.5   Elect Director John M. Briggs           For       Withhold     Management
1.6   Elect Director Dino D. Ottaviano        For       Withhold     Management
1.7   Elect Director Theodore Wahl            For       Withhold     Management
1.8   Elect Director Michael E. McBryan       For       Withhold     Management
1.9   Elect Director Diane S. Casey           For       Withhold     Management
1.10  Elect Director John J. McFadden         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
```

```
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JOHNSON CONTROLS, INC.
```

```
Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 17, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       For          Management
1.2   Elect Director Mark P. Vergnano         For       For          Management
1.3   Elect Director Richard Goodman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder
```

```
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JOS. A. BANK CLOTHIERS, INC.
```

```
Ticker:       JOSB           Security ID:  480838101
Meeting Date: JUN 15, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew A. Giordano       For       For          Management
2     Elect Director William E. Herron        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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```

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KIRBY CORPORATION
```

```
Ticker:       KEX            Security ID:  497266106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bob G. Gower             For       For          Management
2     Elect Director Monte J. Miller          For       For          Management
3     Elect Director Joseph H. Pyne           For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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```

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LEUCADIA NATIONAL CORPORATION
```

```
Ticker:       LUK            Security ID:  527288104
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian M. Cumming           For       For          Management
1.2   Elect Director Paul M. Dougan           For       For          Management
1.3   Elect Director Alan J. Hirschfield      For       For          Management
1.4   Elect Director James E. Jordan          For       For          Management
1.5   Elect Director Jeffrey C. Keil          For       For          Management
1.6   Elect Director Jesse Clyde Nichols, III For       For          Management
1.7   Elect Director Michael Sorkin           For       For          Management
1.8   Elect Director Joseph S. Steinberg      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Other Business                          For       Against      Management
```

```
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LKQ CORPORATION
```

```
Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Kevin F. Flynn           For       For          Management
1.3   Elect Director Ronald G. Foster         For       For          Management
1.4   Elect Director Joseph M. Holsten        For       For          Management
1.5   Elect Director Blythe J. McGarvie       For       For          Management
1.6   Elect Director Paul M. Meister          For       For          Management
1.7   Elect Director John F. O'Brien          For       For          Management
1.8   Elect Director Robert L. Wagman         For       For          Management
1.9   Elect Director William M. Webster, IV   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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LOEWS CORPORATION
```

```
Ticker:       L              Security ID:  540424108
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence S. Bacow        For       For          Management
2     Elect Director Ann E. Berman            For       For          Management
3     Elect Director Joseph L. Bower          For       For          Management
4     Elect Director Charles M. Diker         For       For          Management
5     Elect Director Jacob A. Frenkel         For       For          Management
6     Elect Director Paul J. Fribourg         For       For          Management
7     Elect Director Walter L. Harris         For       Against      Management
8     Elect Director Philip A. Laskawy        For       For          Management
9     Elect Director Ken Miller               For       For          Management
10    Elect Director Gloria R. Scott          For       For          Management
11    Elect Director Andrew H. Tisch          For       For          Management
12    Elect Director James S. Tisch           For       For          Management
13    Elect Director Jonathan M. Tisch        For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Stock Option Plan                 For       For          Management
16    Approve Executive Incentive Bonus Plan  For       For          Management
17    Ratify Auditors                         For       For          Management
```

```
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MASTERCARD INCORPORATED
```

```
Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ajay Banga               For       For          Management
2     Elect Director David R. Carlucci        For       For          Management
3     Elect Director Steven J. Freiberg       For       For          Management
4     Elect Director Richard Haythornthwaite  For       For          Management
5     Elect Director Marc Olivie              For       For          Management
6     Elect Director Rima Qureshi             For       For          Management
7     Elect Director Mark Schwartz            For       For          Management
8     Elect Director Jackson P. Tai           For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Ratify Auditors                         For       For          Management
```

```
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```

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METTLER-TOLEDO INTERNATIONAL INC.
```

```
Ticker:       MTD            Security ID:  592688105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert F. Spoerry        For       For          Management
2     Elect Director Wah-Hui Chu              For       For          Management
3     Elect Director Francis A. Contino       For       For          Management
4     Elect Director Olivier A. Filliol       For       For          Management
5     Elect Director Michael A. Kelly         For       For          Management
6     Elect Director Martin D. Madaus, Ph.D.  For       For          Management
7     Elect Director Hans Ulrich Maerki       For       For          Management
8     Elect Director George M. Milne, Jr.,    For       For          Management
      Ph.D.
9     Elect Director Thomas P. Salice         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
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```

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MICROCHIP TECHNOLOGY INCORPORATED
```

```
Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 19, 2011   Meeting Type: Annual
Record Date:  JUN 24, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Albert J. Hugo-Martinez  For       For          Management
1.3   Elect Director L.b. Day                 For       For          Management
1.4   Elect Director Matthew W. Chapman       For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
```

```
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```
MORNINGSTAR, INC.
```

```
Ticker:       MORN           Security ID:  617700109
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joe Mansueto             For       For          Management
2     Elect Director Don Phillips             For       For          Management
3     Elect Director Cheryl Francis           For       For          Management
4     Elect Director Steve Kaplan             For       For          Management
5     Elect Director Bill Lyons               For       For          Management
6     Elect Director Jack Noonan              For       For          Management
7     Elect Director Paul Sturm               For       For          Management
8     Elect Director Hugh Zentmyer            For       For          Management
9     Ratify Auditors                         For       For          Management
10    Require Independent Board Chairman      Against   For          Shareholder
```

```
--------------------------------------------------------------------------------
```

```
O'REILLY AUTOMOTIVE, INC.
```

```
Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles H. O'Reilly, Jr. For       For          Management
2     Elect Director John Murphy              For       For          Management
3     Elect Director Ronald Rashkow           For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
OSHKOSH CORPORATION
```

```
Ticker:       OSK            Security ID:  688239201
Meeting Date: JAN 27, 2012   Meeting Type: Proxy Contest
Record Date:  DEC 06, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director Richard M. Donnelly      For       For          Management
1.2   Elect Director Michael W. Grebe         For       For          Management
1.3   Elect Director Peter B. Hamilton        For       For          Management
1.4   Elect Director Kathleen J. Hempel       For       For          Management
1.5   Elect Director Leslie F. Kenne          For       For          Management
1.6   Elect Director Harvey N. Medvin         For       For          Management
1.7   Elect Director J. Peter Mosling, Jr.    For       For          Management
1.8   Elect Directors Craig P. Omtvedt        For       For          Management
1.9   Elect Director Duncan J. Palmer         For       For          Management
1.10  Elect Director John S. Shielly          For       For          Management
1.11  Elect Director Richard G. Sim           For       For          Management
1.12  Elect Director Charles L. Szews         For       For          Management
1.13  Elect Director William S. Wallace       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Provide Right to Act by Written Consent Against   For          Shareholder
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)             None
1.1   Elect Director A.B. Krongard            For       Did Not Vote Shareholder
1.2   Elect Director Vincent J. Intrieri      For       Did Not Vote Shareholder
1.3   Elect Director Samuel Merksamer         For       Did Not Vote Shareholder
1.4   Elect Director Jose Maria Alapont       For       Did Not Vote Shareholder
1.5   Elect Director Daniel A. Ninivaggi      For       Did Not Vote Shareholder
1.6   Elect Director Marc F. Gustafson        For       Did Not Vote Shareholder
1.7   Management Nominee - Richard M.         For       Did Not Vote Shareholder
      Donnelly
1.8   Management Nominee - Peter B. Hamilton  For       Did Not Vote Shareholder
1.9   Management Nominee - Leslie F. Kenne    For       Did Not Vote Shareholder
1.10  Management Nominee - Craig P. Omtvedt   For       Did Not Vote Shareholder
1.11  Management Nominee - Duncan J. Palmer   For       Did Not Vote Shareholder
1.12  Management Nominee - John S. Shielly    For       Did Not Vote Shareholder
1.13  Management Nominee - William S. Wallace For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Advisory Vote to Ratify Named           Against   Did Not Vote Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                Against   Did Not Vote Management
5     Provide Right to Act by Written Consent For       Did Not Vote Shareholder
```

```
--------------------------------------------------------------------------------
```

```
PAYCHEX, INC.
```

```
Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director B. Thomas Golisano       For       For          Management
2     Elect Director Joseph G. Doody          For       For          Management
3     Elect Director David J. S. Flaschen     For       For          Management
4     Elect Director Phillip Horsley          For       For          Management
5     Elect Director Grant M. Inman           For       For          Management
6     Elect Director Pamela A. Joseph         For       For          Management
7     Elect Director Martin Mucci             For       For          Management
8     Elect Director Joseph M. Tucci          For       For          Management
9     Elect Director Joseph M. Velli          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
PENSKE AUTOMOTIVE GROUP, INC.
```

```
Ticker:       PAG            Security ID:  70959W103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Barr             For       For          Management
1.2   Elect Director Michael R. Eisenson      For       For          Management
1.3   Elect Director Robert H. Kurnick, Jr.   For       For          Management
1.4   Elect Director William J. Lovejoy       For       For          Management
1.5   Elect Director Kimberly J. McWaters     For       For          Management
1.6   Elect Director Yoshimi Namba            For       For          Management
1.7   Elect Director Lucio A. Noto            For       Withhold     Management
1.8   Elect Director Roger S. Penske          For       For          Management
1.9   Elect Director Richard J. Peters        For       For          Management
1.10  Elect Director Ronald G. Steinhart      For       For          Management
1.11  Elect Director H. Brian Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
--------------------------------------------------------------------------------
```

```
PHILIP MORRIS INTERNATIONAL INC.
```

```
Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities
```

```
--------------------------------------------------------------------------------
```

```
REPUBLIC SERVICES, INC.
```

```
Ticker:       RSG            Security ID:  760759100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James W. Crownover       For       For          Management
2     Elect Director William J. Flynn         For       For          Management
3     Elect Director Michael Larson           For       For          Management
4     Elect Director Nolan Lehmann            For       For          Management
5     Elect Director W. Lee Nutter            For       For          Management
6     Elect Director Ramon A. Rodriguez       For       For          Management
7     Elect Director Donald W. Slager         For       For          Management
8     Elect Director Allan C. Sorensen        For       For          Management
9     Elect Director John M. Trani            For       For          Management
10    Elect Director Michael W. Wickham       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
14    Report on Political Contributions       Against   Against      Shareholder
```

```
--------------------------------------------------------------------------------
```

```
RPM INTERNATIONAL INC.
```

```
Ticker:       RPM            Security ID:  749685103
Meeting Date: OCT 06, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick R. Nance       For       Withhold     Management
1.2   Elect Director Charles A. Ratner        For       For          Management
1.3   Elect Director William B. Summers, Jr.  For       For          Management
1.4   Elect Director Jerry Sue Thornton       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
SALLY BEAUTY HOLDINGS, INC.
```

```
Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Giuriceo      For       For          Management
1.2   Elect Director Robert R. McMaster       For       For          Management
1.3   Elect Director Martha Miller            For       For          Management
2     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
3     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
SENECA FOODS CORPORATION
```

```
Ticker:       SENEA          Security ID:  817070501
Meeting Date: AUG 04, 2011   Meeting Type: Annual
Record Date:  JUN 24, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter R. Call            For       For          Management
1.2   Elect Director Samuel T. Hubbard        For       For          Management
1.3   Elect Director Arthur S. Wolcott        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
SIGNET JEWELERS LIMITED
```

```
Ticker:       SIG            Security ID:  G81276100
Meeting Date: JUN 15, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect H. Todd Stitzer as Director       For       For          Management
2     Elect Robert Blanchard as Director      For       For          Management
3     Elect Dale Hilpert as Director          For       For          Management
4     Elect Marianne Parrs as Director        For       For          Management
5     Elect Thomas Plaskett as Director       For       For          Management
6     Elect Russell Walls as Director         For       For          Management
7     Elect Michael W. Barnes as Director     For       For          Management
8     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
--------------------------------------------------------------------------------
```

```
SIRONA DENTAL SYSTEMS, INC.
```

```
Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David K. Beecken         For       For          Management
1.2   Elect Director Jost Fischer             For       For          Management
1.3   Elect Director Arthur D. Kowaloff       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
--------------------------------------------------------------------------------
```

```
SNAP-ON INCORPORATED
```

```
Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Karen L. Daniel          For       For          Management
2     Elect Director Nathan J. Jones          For       For          Management
3     Elect Director Henry W. Knueppel        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder
```

```
--------------------------------------------------------------------------------
```

```
SOLERA HOLDINGS, INC.
```

```
Ticker:       SLH            Security ID:  83421A104
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 30, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tony Aquila              For       For          Management
1.2   Elect Director Arthur F. Kingsbury      For       For          Management
1.3   Elect Director Kenneth A. Viellieu      For       For          Management
1.4   Elect Director Thomas C. Wajnert        For       For          Management
1.5   Elect Director Stuart J. Yarbrough      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
```

```
--------------------------------------------------------------------------------
```

```
STEPAN COMPANY
```

```
Ticker:       SCL            Security ID:  858586100
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall S. Dearth        For       For          Management
1.2   Elect Director Gregory E. Lawton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
TEVA PHARMACEUTICAL INDUSTRIES LTD.
```

```
Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  AUG 10, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Chaim Hurvitz as Director         For       For          Management
2.2   Elect Ory Slonim as Director            For       For          Management
2.3   Elect Dan Suesskind as Director         For       For          Management
3.1   Elect Joseph Nitzani as External        For       For          Management
      Director and Approve His Remuneration
3.2   Elect Dafna Schwartz as External        For       For          Management
      Director and Approve Her Remuneration
4     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
5     Approve Director/Officer Liability and  For       For          Management
      Indemnification Insurance
6.1   Amend Remuneration of Vice Chairman     For       For          Management
6.2   Approve Reimbursement of Expenses of    For       For          Management
      Board Chairman
```

```
--------------------------------------------------------------------------------
```

```
THERMO FISHER SCIENTIFIC INC.
```

```
Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Martin Harris         For       For          Management
2     Elect Director Judy C. Lewent           For       For          Management
3     Elect Director Jim P. Manzi             For       For          Management
4     Elect Director Lars R. Sorensen         For       For          Management
5     Elect Director Elaine S. Ullian         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management
```

```
--------------------------------------------------------------------------------
```

```
UNITED STATIONERS INC.
```

```
Ticker:       USTR           Security ID:  913004107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Bass          For       For          Management
1.2   Elect Director Charles K. Crovitz       For       For          Management
1.3   Elect Director Stuart A. Taylor, II     For       For          Management
1.4   Elect Director Jonathan P. Ward         For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
--------------------------------------------------------------------------------
```

```
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
```

```
Ticker:       VRX            Security ID:  91911K102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald H. Farmer         For       For          Management
1.2   Elect Director Robert A. Ingram         For       For          Management
1.3   Elect Director Theo Melas-Kyriazi       For       For          Management
1.4   Elect Director G. Mason Morfit          For       For          Management
1.5   Elect Director Laurence E. Paul         For       For          Management
1.6   Elect Director J. Michael Pearson       For       For          Management
1.7   Elect Director Robert N. Power          For       For          Management
1.8   Elect Director Norma A. Provencio       For       For          Management
1.9   Elect Director Lloyd M. Segal           For       For          Management
1.10  Elect Director Katharine B. Stevenson   For       For          Management
2     Advisory Vote on Executive              For       For          Management
      Compensation Approach
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
```

```
--------------------------------------------------------------------------------
```

```
W.W. GRAINGER, INC.
```

```
Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Stuart L. Levenick       For       For          Management
1.6   Elect Director John W. McCarter, Jr.    For       For          Management
1.7   Elect Director Neil S. Novich           For       For          Management
1.8   Elect Director Michael J. Roberts       For       For          Management
1.9   Elect Director Gary L. Rogers           For       For          Management
1.10  Elect Director James T. Ryan            For       For          Management
1.11  Elect Director E. Scott Santi           For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
```

```
--------------------------------------------------------------------------------
```

```
WALGREEN CO.
```

```
Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 11, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Brailer         For       For          Management
2     Elect Director Steven A. Davis          For       For          Management
3     Elect Director William C. Foote         For       For          Management
4     Elect Director Mark P. Frissora         For       For          Management
5     Elect Director Ginger L. Graham         For       For          Management
6     Elect Director Alan G. McNally          For       For          Management
7     Elect Director Nancy M. Schlichting     For       For          Management
8     Elect Director David Y. Schwartz        For       For          Management
9     Elect Director Alejandro Silva          For       For          Management
10    Elect Director James A. Skinner         For       For          Management
11    Elect Director Gregory D. Wasson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Retention Ratio for Executives    Against   For          Shareholder
```

```
--------------------------------------------------------------------------------
```

```
WELLS FARGO & COMPANY
```

```
Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       Against      Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   For          Shareholder
19    Provide for Cumulative Voting           Against   For          Shareholder
20    Adopt Proxy Access Right                Against   For          Shareholder
21    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations
```

```
--------------------------------------------------------------------------------
```

```
WOODWARD, INC.
```

```
Ticker:       WWD            Security ID:  980745103
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011
```

```
#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Donovan             For       For          Management
1.2   Elect Director Thomas A. Gendron        For       For          Management
1.3   Elect Director John A. Halbrook         For       For          Management
1.4   Elect Director Ronald M. Sega           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
```

 

```
--------------------------------------------------------------------------------
```

Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' areconsidered to be have been voted against management's recommendation, regardless ofwhether the recommendation is 'For' or 'Against,' except where management has made norecommendation or has recommended that shareholders 'Abstain.'Where management has recommended that shareholders 'Abstain' from voting on a ballot item:1) a ballot market 'Abstain' is considered to have been voted for management'srecommendation to 'Abstain' and 2) a ballot voted 'For" or 'Against' is considered tohave been voted against management's recommendation to 'Abstain.'Where management has made no recommendation on a ballot item, the abbreviation"N/A" is used to denote that there is no applicable recommendation compared towhich a vote may be 'For' or 'Against' the recommendation of management.  

**SIGNATURES**

Pursuant to the requirements of the InvestmentCompany Act of 1940, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

| (Registrant)             | Nicholas Fund, Inc.                                |
|--------------------------|----------------------------------------------------|
|                          |                                                    |
| By (Signature and Title) | /s/    Albert O. Nicholas                          |
|                          | Albert O. Nicholas, Principal    Executive Officer |
|                          |                                                    |
| Date                     | 08/27/2012                                         |