OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    January 31, 2015

Washington, D.C. 20549

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Investment Company Act file number

811-1731

Source Capital, Inc.

(Exact name of registrant as specified in charter)

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA

90064

(Address of principal executive offices)

(Zip code)

J. Richard Atwood, Treasurer

Source Capital, Inc.

11400 W. Olympic Blvd., Ste. 1200, Los Angeles, CA 90064

(Name and address of agent for service)

Registrant’s telephone number, including area code:

310-473-0225

Date of fiscal year end:

12/31

Date of reporting period:

7/1/11 to 6/30/12

(a)

The name of the issuer of the portfolio security;

(b)

The exchange ticker symbol of the portfolio security;

(c)

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

(d)

The shareholder meeting date;

(e)

A brief identification of the matter voted on;

(f)

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

(g)

Whether the registrant cast its vote on the matter;

(h)

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

(i)

Whether the registrant cast its vote for or against management.

Issuer

Ticker

CUSIP

Mtg Date

Matter

Issr or Shdr Proposal

Voted Y/N

How Voted

For or Against Mgmt

Actuant Corporation

ATU

00508X203

1/10/2012

1. Election of Directors

Issuer

Y

For

For

2. Ratification of PricewaterhouseCoopers LLP as the company’s independent auditor

Issuer

Y

For

For

3. Advisory vote on compensation of the company’s named executive officers

Issuer

Y

For

For

4. Advisory vote on the frequency of the advisory vote on compensation of the company’s named executive officers

Issuer

Y

1 Yr.

For

Aggreko plc

G0116S102

7/5/2011

1. Approval of sub-division of existing ordinary shares, consolidated and division of intermediate ordinary shares, adoption of new articles and the purchase by the company of B shares (each as defined in the ciruclar to shareholders dated May 10, 2011

Issuer

Y

For

For

Aggreko plc

G0116S102

4/25/2012

1. Receipt of report and accounts

Issuer

Y

For

For

2. Approval of remuneration report

Issuer

Y

For

For

3. Declaration of dividend

Issuer

Y

For

For

4. Re-Election of R. C. Soames

Issuer

Y

For

For

5. Re-Election of A. G. Cockburn

Issuer

Y

For

For

6. Re-Election of G. P. Walker

Issuer

Y

For

For

7. Re-Election of W. F. Kaplan

Issuer

Y

For

For

8. Re-Election of K. Pandya

Issuer

Y

For

For

9. Re-Election of D. C. M. Hamill

Issuer

Y

For

For

10. Re-Election of R. J. MacLeod

Issuer

Y

For

For

11. Re-Election of R. J. King

Issuer

Y

For

For

12. Re-Election of K. G. Hanna

Issuer

Y

For

For

13. Re-Appointment of independent auditor

Issuer

Y

For

For

14. Authorize the audit committee to determine the remuneration of the company’s auditor

Issuer

Y

For

For

15. Authority to allot shares

Issuer

Y

For

For

16. Directors’ fees

Issuer

Y

Against

Against

17. Disapplication of pre-emption rights

Issuer

Y

For

For

18. Purchase of own shares

Issuer

Y

For

For

19. General meetings on 14 clear days’ notice

Issuer

Y

For

For

20. Purchase of B shares

Issuer

Y

For

For

Biomerieux

F1149Y109

5/30/2012

1. Approval of the corporate financial statements for the financial year ended December 31, 2011

Issuer

Y

For

For

2. Approval of the consolidated financial statements for the financial year ended December 31, 2011

Issuer

Y

For

For

3. Allocation of income for the financial year ended December 31, 2011

Issuer

Y

For

For

4. Approval of the regulated agreements concluded by the company with Fondation Merieux and referred to in the special report of the statutory auditors

Issuer

Y

For

For

5. Acknowledgement of the continuation of regulated agreements concluded by the board of directors referred to in the special report of the statutory auditors

Issuer

Y

For

For

6. Appointment of Marie-Helene Habert as board member

Issuer

Y

For

For

7. Appointment of Harold Boel as board member

Issuer

Y

For

For

8. Termination of term of the company Deloitte et Associes as co-principal statutory auditor - appointment of the company Ernst & Young et Autres-SAS as co-principal statutory auditor

Issuer

Y

For

For

9. Termination of term of the company BEAS as co-principal statutory auditor - appointment of the company Auditex-SAS as co-deputy statutory auditor

Issuer

Y

For

For

10. Authorization granted to the board of directors to allow the company to purchase its own shares

Issuer

Y

For

For

11. Authorization granted to the board of directors to reduce share capital by cancellation of shares

Issuer

Y

For

For

12. Authorization to be granted to the board of directors to implement the delegations during period of public offering

Issuer

Y

For

For

13. Powers to carry out all legal formalities

Issuer

Y

For

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/24/2012

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of Ernst & Young LLP to serve as the company’s independent auditors.

Issuer

Y

For

For

3. Approve the material terms of the performance criteria in the company’s 2007 incentive award plan

Issuer

Y

For

For

CarMax, Inc.

KMX

143130102

6/25/2012

1A. Election of Director: Jeffrey E. Garten

Issuer

Y

For

For

1B. Election of Director: Vivian M. Stephenson

Issuer

Y

For

For

1C. Election of Director: Beth A. Stewart

Issuer

Y

For

For

1D. Election of Director: William R. Tiefel

Issuer

Y

For

For

2. Ratification of the selection of KPMG LLP as independent registered public accounting firm

Issuer

Y

For

For

3. Approve, in an advisory (non-binding) vote, the compensation of the company’s named executive officers

Issuer

Y

For

For

4. Approve the company’s 2002 stock incentive plan, as amended and restated

Issuer

Y

For

For

5. Approve the company’s annual performance-based bonus plan, as amended and restated

Issuer

Y

For

For

6. Approve, in an advisory (non-binding) vote, a proposal to declassify the board of directors

Shareholder

Y

Against

For

Carnival Corporation

CCL

143658300

4/11/2012

1. Re-Elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

2. Re-Elect Sir Jonathon Band as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

3. Re-Elect Robert H. Dickinson as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

4. Re-Elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

5. Re-Elect Pier Luigi Foschi as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

6. Re-Elect Howard S. Frank as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

7. Re-Elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

8. Elect Debra Kelly-Ennis as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

9. Re-Elect Modesto A. Maidique as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

10. Re-Elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

11. Re-Elect Peter G. Ratcliffe as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

12. Re-Elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

13. Re-Elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

14. Re-Elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc

Issuer

Y

For

For

15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the US firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation

Issuer

Y

For

For

16. To authorize the audit committee of Carnival plc to agree to the remuneration of the independent auditors of Carnival plc

Issuer

Y

For

For

17. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies)

Issuer

Y

For

For

18. To approve the fiscal 2011 compensation of the named executive officers of Carnival Corporation and Carnival plc (in accordance with legal requirements applicable to US companies)

Issuer

Y

For

For

19. To approve the Carnival plc directors’ remuneration report for the year ended November 30, 2011 (in accordance with legal requirements applicable to UK companies)

Issuer

Y

For

For

20. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies)

Issuer

Y

For

For

21. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies)

Issuer

Y

For

For

22. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs)

Issuer

Y

For

For

23. To consider a shareholder proposal

Shareholder

Y

Against

For

CLARCOR Inc.

CLC

179895107

3/27/2012

1. Election of Directors

Issuer

Y

For

For

2. Say-on-pay - an advisory non-binding vote on the approval of executive compensation

Issuer

Y

For

For

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 1, 2012

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/14/2011

1. Election of Directors

Issuer

Y

For

For

2. Approve a change in the company’s state of incorporation from California to Delaware

Issuer

Y

For

For

3. Advisory vote on executive compensation (say on pay vote)

Issuer

Y

For

For

4. Advisory vote on the approval of the frequency of shareholder votes on executive compensation (say when on pay)

Issuer

Y

1 Yr.

For

5. Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending July 31, 2012

Issuer

Y

For

For

Dolby Laboratories, Inc.

DLB

25659T107

2/7/2012

1. Election of Directors

Issuer

Y

For

For

2. Approve the stock option exchange program

Issuer

Y

Against

Against

3. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending September 28, 2012

Issuer

Y

For

For

EVS Broadcast Equipment SA

B3883A119

5/15/2012

2. Approve remuneration report

Issuer

Y

For

For

4. Approve financial statements, allocation of income, and dividends of EUR 2.36 per share

Issuer

Y

For

For

5. Approve discharge of directors

Issuer

Y

For

For

6. Approve discharge of auditors

Issuer

Y

For

For

7. Approve resignation of J. P. Pironnet as director

Issuer

Y

For

For

8.1 Re-Elect F. Chombar as independent director

Issuer

Y

For

For

8.2 Elect Y. Trouveroy as independent director

Issuer

Y

For

For

FMC Technologies, Inc.

FTI

30249U101

5/2/2012

1A. Election of Director: Mike R. Bowlin

Issuer

Y

For

For

1B. Election of Director: Philip J. Burguieres

Issuer

Y

For

For

1C. Election of Director: Edward J. Mooney

Issuer

Y

For

For

1D. Election of Director: James M. Ringler

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2012

Issuer

Y

For

For

3. Advisory approval of executive compensation

Issuer

Y

For

For

4. Amend the amended and restated certificate of incorporation to provide for the annual election of all directors

Issuer

Y

For

For

Franklin Electric Co., Inc.

FELE

353514102

5/4/2012

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2012 fiscal year

Issuer

Y

For

For

3. To approve, on an advisory basis, the executive compensation of the company’s named executive officers as disclosed in the proxy statement

Issuer

Y

For

For

4. To approve the company’s 2012 stock plan

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/20/2012

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm

Issuer

Y

For

For

3. Approval, on an advisory basis, of the compensation paid to the named executive officers as disclosed in the proxy statement

Issuer

Y

For

For

4. Increase in authorized shares for the employee stock purchase plan

Issuer

Y

For

For

5. Incentive bonus plan

Issuer

Y

For

For

6. Shareholder proposal to adopt majority voting for the election of directors

Shareholder

Y

For

Against

Halma plc

G42504103

7/28/2011

1. To receive the directors’ reports and the accounts for the period of 52 weeks to April 2, 2011 and the auditors’ report on the accounts

Issuer

Y

For

For

2. To declare a dividend on the ordinary shares

Issuer

Y

For

For

3. To approve the remuneration report as set out on pages 58 to 66 of the report and accounts for the 52 weeks to April 2, 2011

Issuer

Y

For

For

4. To re-elect Geoff Unwin as a director of the company

Issuer

Y

For

For

5. To re-elect Andrew Williams as a director of the company

Issuer

Y

For

For

6. To re-elect Kevin Thompson as a director of the company

Issuer

Y

For

For

7. To re-elect Neil Quinn as a director of the company

Issuer

Y

For

For

8. To re-elect Stephen Pettit as a director of the company

Issuer

Y

For

For

9. To re-elect Jane Aikman as a director of the company

Issuer

Y

For

For

10. To re-elect Adam Meyers as a director of the company

Issuer

Y

For

For

11. To re-elect Lord Blackwell as a director of the company

Issuer

Y

For

For

12. To re-elect Steven Marshall as a director of the company

Issuer

Y

For

For

13. To re-appoint Deloitte LLP as auditors

Issuer

Y

For

For

14. To authorize the directors to determine the remuneration of the auditors

Issuer

Y

For

For

15. Authority to allot shares

Issuer

Y

For

For

16. Disapplication of pre-emption rights

Issuer

Y

For

For

17. Authority to purchase own shares

Issuer

Y

For

For

18. That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

7/11/2011

1. Approve the adoption of the company’s 2011 restricted stock award plan

Issuer

Y

For

For