UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-04656
---------------------------------------------
ELLSWORTH FUND LTD.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
65 Madison Avenue, Morristown, New Jersey 07960-7308
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Thomas H. Dinsmore
Ellsworth Fund Ltd.
65 Madison Avenue
Morristown, New Jersey 07960-7308
(Name and address of agent for service)
Copy to:
Steven B. King, Esq.
Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103-7599
Registrant's telephone number, including area code: 973-631-1177
Date of fiscal year end: September 30, 2013
Date of reporting period: June 30, 2013
Item 1. Proxy Voting Record
Issuer: AT&T Inc.
Ticker symbol: T
CUSIP: 00206R102
Meeting date: 04/26/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Randall L. Stephenson Management YES FOR FOR
1-02. Election of Director: Gilbert F. Amelio Management YES FOR FOR
1-03. Election of Director: Reuben V. Anderson Management YES FOR FOR
1-04. Election of Director: James H. Blanchard Management YES FOR FOR
1-05. Election of Director: Jaime Chico Pardo Management YES FOR FOR
1-06. Election of Director: Scott T. Ford Management YES FOR FOR
1-07. Election of Director: James P. Kelly Management YES FOR FOR
1-08. Election of Director: Jon C. Madonna Management YES FOR FOR
1-09. Election of Director: Michael B. McCallister Management YES FOR FOR
1-10. Election of Director: John B. McCoy Management YES FOR FOR
1-11. Election of Director: Joyce M. Roche Management YES FOR FOR
1-12. Election of Director: Matthew K. Rose Management YES FOR FOR
1-13. Election of Director: Laura D'Andrea Tyson Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory approval of executive compensation Management YES FOR FOR
4. Approve stock purchase and deferral plan Management YES FOR FOR
5. Political contributions report Shareholder YES ABSTAIN N/A
6. Lead batteries report Shareholder YES ABSTAIN N/A
7. Compensation packages Shareholder YES ABSTAIN N/A
8. Independent board chairman Shareholder YES ABSTAIN N/A
================================================================================
Issuer: Abbott Laboratories
Ticker symbol: ABT
CUSIP: 002824100
Meeting date: 04/26/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Robert J. Alpern, M.D. Management YES FOR FOR
1-02. Election of Director: Roxanne S. Austin Management YES FOR FOR
1-03. Election of Director: Sally E. Blount Management YES FOR FOR
1-04. Election of Director: W. James Farrell Management YES FOR FOR
1-05. Election of Director: Edward M. Liddy Management YES FOR FOR
1-06. Election of Director: Nancy McKinstry Management YES FOR FOR
1-07. Election of Director: Phebe N. Novakovic Management YES FOR FOR
1-08. Election of Director: William A. Osborn Management YES FOR FOR
1-09. Election of Director: Samuel C. Scott, III Management YES FOR FOR
1-10. Election of Director: Glenn F. Tilton Management YES FOR FOR
1-11. Election of Director: Miles D. White Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Say on pay - advisory vote to approve Management YES FOR FOR
executive compensation
4. Genetically modified ingredients Shareholder YES AGAINST FOR
5. Lobbying disclosure Shareholder YES AGAINST FOR
6. Independent board chair Shareholder YES AGAINST FOR
7. Equity retention and hedging Shareholder YES AGAINST FOR
8. Incentive compensation Shareholder YES AGAINST FOR
10. Accelerated vesting of awards upon Shareholder YES AGAINST FOR
a change in control
================================================================================
Issuer: AbbVie Inc.
Ticker symbol: ABBV
CUSIP: 00287Y109
Meeting date: 05/06/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: William H.L. Burnside Management YES FOR FOR
1-02. Election of Director: Edward J. Rapp Management YES FOR FOR
1-03. Election of Director: Roy S. Roberts Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory vote on executive compensation Management YES FOR FOR
4. Advisory vote on frequency of stockholder
vote to approve executive compensation Management YES 1 YEAR FOR
5. Incentive stock program Management YES FOR FOR
================================================================================
Issuer: Bristol-Myers Squibb Company
Ticker symbol: BMY
CUSIP: 110122108
Meeting date: 05/07/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Lamberto Andreotti Management YES FOR FOR
1-02. Election of Director: Lewis B. Campbell Management YES FOR FOR
1-03. Election of Director: James M. Cornelius Management YES FOR FOR
1-04. Election of Director: Laurie H. Glimcher, M.D. Management YES FOR FOR
1-05. Election of Director: Michael Grobstein Management YES FOR FOR
1-06. Election of Director: Alan J. Lacy Management YES FOR FOR
1-07. Election of Director: Vicki L. Sato, Ph.D. Management YES FOR FOR
1-08. Election of Director: Elliott Sigal, M.D. Management YES FOR FOR
1-09. Election of Director: Gerald L. Storch Management YES FOR FOR
1-10. Election of Director: Togo D. West, Jr. Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory vote on executive compensation Management YES FOR FOR
================================================================================
Issuer: Citigroup Inc.
Ticker symbol: C
CUSIP: 172967424
Meeting date: 04/24/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Michael L. Corbat Management YES FOR FOR
1-02. Election of Director: Franz B. Humer Management YES FOR FOR
1-03. Election of Director: Robert L. Joss Management YES FOR FOR
1-04. Election of Director: Michael E. O'Neill Management YES FOR FOR
1-05. Election of Director: Judith Rodin Management YES FOR FOR
1-06. Election of Director: Robert L. Ryan Management YES FOR FOR
1-07. Election of Director: Anthony M. Santomero Management YES FOR FOR
1-08. Election of Director: Joan E. Spero Management YES FOR FOR
1-09. Election of Director: Diana L. Taylor Management YES FOR FOR
1-10. Election of Director: William S. Thompson, Jr. Management YES FOR FOR
1-11. Election of Director: Ernesto Zedillo Ponce Management YES FOR FOR
De Leon
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Approve executive compensation plan Management YES FOR FOR
4. Amend stock incentive plan Management YES FOR FOR
5. Executives to retain stock Shareholder YES AGAINST FOR
6. Lobbying and lobbying contributions Shareholder YES ABSTAIN N/A
7. Policy to deny indemnification for directors Shareholder YES AGAINST FOR
================================================================================
Issuer: ConocoPhilips
Ticker symbol: COP
CUSIP: 20825C104
Meeting date: 05/14/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Richard L. Armitage Management YES FOR FOR
1-02. Election Of Director: Richard H. Auchinleck Management YES FOR FOR
1-03. Election Of Director: James E. Copeland, Jr. Management YES FOR FOR
1-04. Election Of Director: Jody L. Freeman Management YES FOR FOR
1-05. Election Of Director: Gay Huey Evans Management YES FOR FOR
1-06. Election Of Director: Ryan M. Lance Management YES FOR FOR
1-07. Election Of Director: Mohd H. Marican Management YES FOR FOR
1-08. Election Of Director: Robert A. Niblock Management YES FOR FOR
1-09. Election Of Director: Harald J. Norvik Management YES FOR FOR
1-10. Election Of Director: William E. Wade, Jr. Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory approval of executive compensation Management YES FOR FOR
4. Report on grassroots lobbying expenditures Shareholder YES AGAINST FOR
5. Greenhouse gas reduction targets Shareholder YES AGAINST FOR
6. Gender expression non-discrimination Shareholder YES ABSTAIN N/A
================================================================================
Issuer: The Walt Disney Company
Ticker symbol: DIS
CUSIP: 254687106
Meeting date: 03/06/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Susan E. Arnold Management YES FOR FOR
1-02. Election of Director: John S. Chen Management YES FOR FOR
1-03. Election of Director: Judith L. Estrin Management YES FOR FOR
1-04. Election of Director: Robert A. Iger Management YES FOR FOR
1-05. Election of Director: Fred H. Langhammer Management YES FOR FOR
1-06. Election of Director: Aylwin B. Lewis Management YES FOR FOR
1-07. Election of Director: Monica C. Lozano Management YES FOR FOR
1-08. Election of Director: Robert W. Matschullat Management YES FOR FOR
1-09. Election of Director: Sheryl Sandberg Management YES FOR FOR
1-10. Election of Director: Orin C. Smith Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Amendment to the 2002 executive performamce Management YES FOR FOR
plan
4. Advisory resolution on executive compensation Management YES FOR FOR
5. Proxy access Shareholder YES ABSTAIN N/A
6. Separation of Chairman and Chief Executive Shareholder YES ABSTAIN N/A
Officer
================================================================================
Issuer: Eli Lilly & Co.
Ticker symbol: LLY
CUSIP: 532457108
Meeting date: 05/06/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Ralph Alvarez Management YES FOR FOR
1-02. Election of Director: Sir Winfried Bischoff Management YES FOR FOR
1-03. Election of Director: R. David Hoover Management YES FOR FOR
1-04. Election of Director: Management YES FOR FOR
Franklyn G.Prendergast, M.D., Ph.D.
1-05. Election of Director: Kathi P. Seifert Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Vote on executive compensation Management YES FOR FOR
4. Reapprove material terms of performance Management YES FOR FOR
goals for the 2002 Lilly stock plan
================================================================================
Issuer: Intel Corp.
Ticker symbol: INTC
CUSIP: 458140100
Meeting date: 05/16/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Charlene Barshefsky Management YES FOR FOR
1-02. Election of Director: Andy D. Bryant Management YES FOR FOR
1-03. Election of Director: Susan L. Decker Management YES FOR FOR
1-04. Election of Director: John J. Donahoe Management YES FOR FOR
1-05. Election of Director: Reed E. Hundt Management YES FOR FOR
1-06. Election of Director: James D. Plummer Management YES FOR FOR
1-07. Election of Director: David S. Pottruck Management YES FOR FOR
1-08. Election of Director: Frank D. Yeary Management YES FOR FOR
1-09. Election of Director: David B. Yoffie Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory vote to approve executive Management YES FOR FOR
compensation
4. Approval of amendment and extension of the Management YES FOR FOR
2006 equity incentive plan
5. Executives to retain signicant stock Shareholder YES AGAINST FOR
================================================================================
Issuer: Merck & Company, Inc.
Ticker symbol: MRK
CUSIP: 58933Y105
Meeting date: 05/28/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Leslie A. Brun Management YES FOR FOR
1-02. Election of Director: Thomas R. Cech Management YES FOR FOR
1-03. Election of Director: Kenneth C. Frazier Management YES FOR FOR
1-04. Election of Director: Thomas H. Glocer Management YES FOR FOR
1-05. Election of Director: William B. Harrison, Jr. Management YES FOR FOR
1-06. Election of Director: C. Robert Kidder Management YES FOR FOR
1-07. Election of Director: Rochelle B. Lazarus Management YES FOR FOR
1-08. Election of Director: Carlos E. Represas Management YES FOR FOR
1-09. Election of Director: Patricia F. Russo Management YES FOR FOR
1-10. Election of Director: Craig B. Thompson Management YES FOR FOR
1-11. Election of Director: Wendell P. Weeks Management YES FOR FOR
1-12. Election of Director: Peter C. Wendell Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory approval of executive compensation Management YES FOR FOR
4. Shareholder action by written consent Shareholder YES AGAINST FOR
5. Special shareholder meetings Shareholder YES AGAINST FOR
6. Report on charitable and poitical Shareholder YES AGAINST FOR
contributions
7. Report on lobbying activities Shareholder YES AGAINST FOR
================================================================================
Issuer: Microsoft Corp.
Ticker symbol: MSFT
CUSIP: 594918104
Meeting date: 11/28/12
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Steven A. Ballmer Management YES FOR FOR
1-02. Election of Director: Dina Dublon Management YES FOR FOR
1-03. Election of Director: William H. Gates III Management YES FOR FOR
1-04. Election of Director: Maria M. Klawe Management YES FOR FOR
1-05. Election of Director: Stephen J. Luczo Management YES FOR FOR
1-06. Election of Director: David F. Marquardt Management YES FOR FOR
1-07. Election of Director: Charles H. Noski Management YES FOR FOR
1-08. Election of Director: Helmut Panke Management YES FOR FOR
1-09. Election of Director: John W. Thompson Management YES FOR FOR
2. Advisory vote on executive compensation Management YES FOR FOR
3. Approval of employee stock purchase plan Management YES FOR FOR
4. Ratification of the appointment of Management YES FOR FOR
independent auditors
5. Adopt cumulative voting Shareholder YES AGAINST FOR
================================================================================
Issuer: Newmont Mining Corp.
Ticker symbol: NEM
CUSIP: 651639106
Meeting date: 04/24/13
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Bruce R. Brook Management YES FOR FOR
1-02. Election of Director: J. Kofi Bucknor Management YES FOR FOR
1-03. Election of Director: Vincent A. Calarco Management YES FOR FOR
1-04. Election of Director: Joseph A. Carrabba Management YES FOR FOR
1-05. Election of Director: Noreen Doyle Management YES FOR FOR
1-06. Election of Director: Gary J. Goldberg Management YES FOR FOR
1-07. Election of Director: Veronica M. Hagen Management YES FOR FOR
1-08. Election of Director: Jane Nelson Management YES FOR FOR
1-09. Election of Director: Donald C. Roth Management YES FOR FOR
1-10. Election of Director: Simon R. Thompson Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Approval of executive compensation Management YES FOR FOR
4. Approval of stock incentive plan Management YES FOR FOR
5. Approval of performance pay plan Management YES FOR FOR
================================================================================
Issuer: Pfizer Inc.
Ticker symbol: PFE
CUSIP: 717081103
Meeting date: 04/25/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election Of Director: Dennis A. Ausiello Management YES FOR FOR
1-02. Election Of Director: M. Anthony Burns Management YES FOR FOR
1-03. Election Of Director: W. Don Cornwell Management YES FOR FOR
1-04. Election Of Director: Frances D. Fergusson Management YES FOR FOR
1-05. Election Of Director: William H. Gray, III Management YES FOR FOR
1-06. Election Of Director: Helen H. Hobbs Management YES FOR FOR
1-07. Election Of Director: Constance J. Horner Management YES FOR FOR
1-08. Election Of Director: James M. Kilts Management YES FOR FOR
1-09. Election Of Director: George A. Lorch Management YES FOR FOR
1-10. Election Of Director: Suzanne Nora Johnson Management YES FOR FOR
1-11. Election Of Director: Ian C. Read Management YES FOR FOR
1-12. Election Of Director: Stephen W. Sanger Management YES FOR FOR
1-13. Election Of Director: Marc Tessier-Lavigne Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory approval of executive compensation Management YES FOR FOR
4. Executive equity retention Shareholder YES AGAINST FOR
5. Action by written consent Shareholder YES AGAINST FOR
================================================================================
Issuer: Verizon Communications Inc.
Ticker symbol: VZ
CUSIP: 92343V104
Meeting date: 05/02/2013
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
--------------------------------------------------------------------------------------------
1-01. Election of Director: Richard L. Carrion Management YES FOR FOR
1-02. Election of Director: Melanie L. Healey Management YES FOR FOR
1-03. Election of Director: M. Frances Keeth Management YES FOR FOR
1-04. Election of Director: Robert W. Lane Management YES FOR FOR
1-05. Election of Director: Lowell C. McAdam Management YES FOR FOR
1-06. Election of Director: Sandra O. Moose Management YES FOR FOR
1-07. Election of Director: Joseph Neubauer Management YES FOR FOR
1-08. Election of Director: Donald T. Nicolaisen Management YES FOR FOR
1-09. Election of Director: Clarence Otis, Jr. Management YES FOR FOR
1-10. Election of Director: Hugh B. Price Management YES FOR FOR
1-11. Election of Director: Rodney E. Slater Management YES FOR FOR
1-12. Election of Director: Kathryn A. Tesija Management YES FOR FOR
1-13. Election of Director: Gregory D. Wasson Management YES FOR FOR
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory vote on executive compensation Management YES FOR FOR
4. Approval of long-term incentive plan Management YES FOR FOR
5. Network neutrality for wireless broadband Shareholder YES ABSTAIN N/A
6. Disclosure of lobbying activities Shareholder YES ABSTAIN N/A
7. Proxy access bylaws Shareholder YES ABSTAIN N/A
8. Severance approval policy Shareholder YES ABSTAIN N/A
9. Shareholder right to call special meeting Shareholder YES ABSTAIN N/A
10. Shareholder action by written consent Shareholder YES ABSTAIN N/A
================================================================================
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.
Ellsworth Fund Ltd.
By /s/Thomas H. Dinsmore
Thomas H. Dinsmore
Principal Executive Officer
Date: August 2, 2013