UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-04605
First Financial Fund, Inc.
(Exact name of registrant as specified in charter)
2344 Spruce Street, Suite A
Boulder, CO 80302
(Address of principal executive offices) (Zip code)
Stephen C. Miller
2344 Spruce Street, Suite A
Boulder, CO 80302
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 444-5483
Date of fiscal year end: March 31
Date of reporting period: July 1, 2006 - June 30, 2007
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007
Matter
Proposed
by Vote Vote For
Shareholder Issuer Cast (For or
Ticker Meeting Record Meeting Description of Matter to be or (Yes or Against
Name of Issuer Symbol CUSIP Date Date Type Voted On Holder or No) Against) Mngmnt
Capitol One To approve and adopt
Financial the agreement and
Corporation COF 14040H105 8/22/06 7/7/06 Special 1 plan of merger Issuer Yes For For
To approve
adjournment of the
special meeting; to
solicit additional
2 proxies Issuer Abstain Abstain Abstain
New England
Bancshares, Election of two (2)
Inc. NEBS 643863202 8/10/06 6/16/06 Annual 1 directors Issuer Yes For For
Approval of Equity
2 incentive plan Issuer Yes Against Against
Ratification of
Shatwell, Macleod &
Company, PC as
independent auditors
3 for 2007 Issuer Yes For For
Carver Election of three (3)
Bancorp, Inc. CARV 146875109 9/12/06 7/25/06 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of KPMG
LLP as independent
2 auditors for 2007 Issuer Yes For For
Approve the adoption
of the 2006 stock
3 incentive plan. Issuer Yes Against Against
Approve merger w/ &
into AHL Acquisition,
LLC & wholly owned
Aames subsidiary of
Investment Accredited Home
Corporation AIC 00253G108 9/14/06 8/1/06 Special 1 Lenders Holding Co. Issuer Yes For For
Approve Adjournments
or postponements of
the special meeting,
to permit further
solicitation of
proxies if there are
not sufficient votes
2 to approve item 1 Issuer No Abstain Abstain
Transact such other
business or
3 adjournment of meeting Issuer No Abstain Abstain
Great Lakes Election of four (4)
Bancorp, Inc. GLK 390914109 10/17/06 9/1/06 Annual 1 directors Issuer Yes For For
Americredit Election of two (2)
Corp. ACF 03060R101 10/25/06 9/1/06 Annual 1 directors Issuer Yes For For
Proposal related to
electing directors by
2 majority vote Holder Yes Against For
Jefferson
Bancshares, Election of three (3)
Inc. JFBI 472375104 10/26/06 8/31/06 Annual 1 directors Issuer Yes For For
Ratification of
Craine, Thompson &
Jones as Independent
register Public
Accounting Firm for
2 YE 2007 Issuer Yes For For
Election of three (3)
K-Fed Bancorp KFED 48246S101 10/24/06 8/31/06 Annual 1 directors Issuer Yes For For
Ratification of Crowe
Chizek and Co. LLP as
accounting firm for
2 YE 6/07 Issuer Yes For For
Georgetown Election of two (2)
Bancorp, Inc. GTWN 372590109 10/24/06 9/19/06 Annual 1 directors Issuer Yes For For
Ratification of Wolf
& Co PC as accounting
2 firm for YE 6/07 Issuer Yes For For
Royal
Financial, Election of two (2)
Inc. RYFL 78027P109 10/25/06 9/15/06 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of Crow,
Chizek & Co., LLC as
independent
accountants for YE
2 6-30-07 Issuer Yes For For
Legacy Approval of 2006
Bancorp, Inc. LEGC 52463G105 11/1/06 9/15/06 Special 1 equity incentive plan Issuer Yes For For
Adoption of the
Agreement & Plan of
Merger, dated 6/30/06
between Unionbancorp,
Unionbancorp, Inc. & Centrue
Inc. UBCD 908908106 11/9/06 9/22/06 Special 1 Financial Corp. Issuer Yes For For
Approve to Adjourn
meeting in the event
that an insufficient
number of shares is
present in person or
by proxy to adopt
2 merger agreement Issuer Abstain Abstain Abstain
HF Financial Election of two (2)
Corp. HFFC 404172108 11/15/06 9/20/06 Annual 1 directors Issuer Yes For For
Ratification of the
amendment to 2002
stock option &
2 incentive plan Issuer Yes For For
Provident
Financial Election of two (2)
Holdings, Inc PROV 743868101 11/21/06 9/27/06 Annual 1 directors Issuer Yes For For
Ratification of
appointment of
Deloitte & Touche LLP
as independent
auditors for YE
2 6-30-07 Issuer Yes For For
Adopt 2006 equity
3 Incentive Plan Issuer Yes For For
Approval of merger on
terms & conditions
set forth in
agreement & plan of
Mortgageit reorganization, dated
Holdings, Inc. MHL 61915Q108 11/30/03 10/13/06 Special 1 7/11/06 Issuer Yes For For
Grant Discretionary
Authority to Adjourn
the special meeting
to permit further
solicitation of
2 proxies Issuer Abstain Abstain Abstain
Election for twelve
Sterling Bank STNJ 858910102 12/12/06 10/26/06 Annual 1 (12) directors Issuer Yes For For
Approve acquisition
plan dated 4/26/06,
reorganize and become
a newly-formed
holding company
called Sterling
2 Banks, Inc. Issuer Yes For For
Approve 2006 Employee
3 stock option plan Issuer Yes For For
Approval of proposal
to give board of
directors discretion
to vote upon any
other matters,
including motion to
adjourn meeting to
solicit additional
4 proxies Issuer Yes For For
Redwood Election for one (1)
Financial, Inc. REDW 757903109 12/13/06 10/19/06 Annual 1 director Issuer Yes For For
Proposal to approve
agreement and plan of
reorganization, dated
July 18, 06 between
Prosperity
Texas United Bancshares, Inc. and
Bancshares, Texas United
Inc. TXUI 882838105 12/14/06 10/26/06 Special 1 Bancshares Inc. Issuer Yes For For
Approval of
issuance of shares
of Bancshares
common stock
in connection with
merger of Old
Florida Bancshares,
Inc. with and
into Bancshares
pursuant to an
agreement of
Bancshares of plan of merger dated
Florida, Inc. BOFL 05976U102 12/20/06 10/27/06 Special 1 August, 28, 2006 Issuer Yes For For
Approval of an
amendment to
Bancshare's restated
articles of
incorporation whereby
the corporate name
shall be changed to
Bank of Florida
2 Corporation. Issuer Yes For For
Adjournment of the
special mtg to
solicit additional
proxies in the event
there are not
sufficient votes to
3 approve proposal 1 & 2 Issuer Yes For For
Summit Bank Approve plan of
Corporation SBGA 866013105 12/29/06 11/24/06 Special 1 merger dated 9-18-06 Issuer Yes For For
Consider proposal to
adjourn the special
meeting to solicit
additional proxies in
the event the company
does not have
sufficient votes to
approve merger
2 agreement Issuer Abstain Abstain Abstain
Home Federal Election for two (2)
Bancorp, Inc HOME 43709A101 1/16/07 11/29/06 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Moss
Adams LLP as
Independent Auditor
2 for YE 9-30-07 Issuer Yes For For
Perpetual
Federal Election for three
Savings Bank PFOH 71473109 1/17/07 11/20/06 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Crowe,
Chizek & Co., LLP as
Independent Auditor
2 for YE 9-30-07 Issuer Yes For For
Bankunited Election for three
Financial Corp. BKUNA 06652B103 1/23/07 12/1/07 Annual 1 (3) directors Issuer Yes For For
Approval of 2007
Stock Award Incentive
2 Plan Issuer Yes Against Against
Approval of Amendment
to articles of
incorporation to
increase authorized
3 class A common shares Issuer Yes Against Against
Liberty Election for two (2)
Bancorp, Inc. LBCP 53017Q102 2/5/07 12/15/06 Annual 1 directors Issuer Yes For For
Approval of the
Liberty Bancorp, Inc.
2007 Equity Incentive
2 Plan Issuer Yes Against Against
Approval and adoption
First Federal of agreement and plan
Bancshares, of reorganization,
Inc. FFBI 32021B103 2/16/07 1/5/07 Special 1 sated 11/3/06 Issuer Yes Against Against
Approval of
adjournment of
special meeting, for
purpose of
solicitation of
additional proxies to
approve agreement and
2 plan of reorganization Issuer Abstain Abstain Abstain
American
Bancorp of New Election for two (2)
Jersey, Inc. ABNJ 02407E104 2/27/07 1/8/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Crowe,
Chizek and Company,
LLC as auditors for
2 YE 9/30/07 Issuer Yes For For
Charter
Financial Election for two (2)
Corporation CHFN 16122M100 2/28/07 1/12/07 Annual 1 directors Issuer Yes For For
ECB Bancorp, Election for three
Inc. ECBE 268253101 4/17/07 3/1/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Dixon
Hughes PLLC as
accounting firm for
2 YE 2007 Issuer Yes For For
First Indiana Election for three
Corporation FINB 32054R108 4/18/07 2/9/07 Annual 1 (3) directors Issuer Yes For For
Cardinal State Election for five (5)
Bank CSNC 141546101 4/18/07 2/16/07 Annual 1 directors Issuer Yes For For
Re-approve agreement
and plan of
reorganization and
share exchange and
the transactions
contemplated by the
2 agreement Issuer Yes For For
Proposal to approve 2
additional
3 directorships Issuer Yes For For
Ratification of
appointment of
Elliott Davis PLLC as
4 auditors for YE 2007 Issuer Yes For For
River Valley Election for one (1)
Bancorp RIVR 768475105 4/18/07 2/23/07 Annual 1 directors Issuer Yes For For
United
Financial Election for three
Bancorp, Inc. UBNK 91030R103 4/19/07 3/5/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Grant
Thornton LLP as
accounting firm for
2 YE 12/31/07 Issuer Yes For For
Eastern
Virginia Election for ten (10)
Bankshares, Inc EVBS 277196101 4/19/07 3/7/07 Annual 1 directors Issuer Yes For For
Approve 2007 equity
2 compensation plan Issuer Yes Against Against
Cardinal
Financial Election for five (5)
Corporation CFNL 14149F109 4/20/07 3/6/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as auditors for
2 YE 2007 Issuer Yes For For
TIB Financial Election for four (4)
Corp. TIBB 872449103 4/24/07 2/28/07 Annual 1 directors Issuer Yes For For
Centrue
Financial Election for four (4)
Corporation TRUE 15643B106 4/24/07 3/1/07 Annual 1 directors Issuer Yes For For
Approve the amended
and restated 2003
2 stock option plan Issuer Yes Against Against
UMB Financial Election for five (5)
Corporation UMBF 902788102 4/24/07 3/1/07 Annual 1 directors Issuer Yes For For
Ratify Deloitte &
Touche as auditors
2 for 2007 Issuer Yes For For
Ameriserv Election for five (5)
Financial, Inc. ASRV 03074A102 4/24/07 3/2/07 Annual 1 directors Issuer Yes For For
Waiver of director
age restriction with
respect to
2 non-executive chairman Issuer Yes For For
CFS Bancorp, Election for two (2)
Inc CITZ 12525D102 4/24/07 3/2/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of BKD,
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
SCBT Financial Election for six (6)
Corporation SCBT 78401V102 4/24/07 3/6/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of JW
Hunt and Company, LLP
as auditors for YE
2 2007 Issuer Yes For For
Republic First Election for three
Bancorp, Inc FRBK 760416107 4/24/07 3/13/07 Annual 1 (3) directors Issuer Yes For For
State Bancorp, Election for five (5)
Inc STBC 855716106 4/24/07 3/16/07 Annual 1 directors Issuer Yes For For
The PNC
Financial
Services Election for eighteen
Group, Inc. PNC 693475105 4/24/07 2/28/07 Annual 1 (18) directors Issuer Yes For For
Approval of executive
2 incentive bonus plan Issuer Yes Against Against
Ratification of
appointment of PWC
LLP as auditors for
3 2007 Issuer Yes For For
Downey Election for four (4)
Financial Corp. DSL 261018105 4/25/07 2/26/07 Annual 1 directors Issuer Yes For For
appointment of KPMG
LLP as auditors for
2 YE 2007 Issuer Yes For For
Election for three
Signature Bank SBNY 82669G104 4/25/07 3/1/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of KPMG,
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
Firstfed Election for two (2)
Financial Corp. FED 337907109 4/25/07 3/5/07 Annual 1 directors Issuer Yes For For
Approval of executive
2 incentive bonus plan Issuer Yes Against Against
Ratification of
appointment of Grant
Thornton LLP as
3 auditors for 2007 Issuer Yes For For
Platinum
Underwriters Election for nine (9)
Holdings, Ltd. PTP G7127P100 4/25/07 3/9/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as auditors for
2 YE 2007 Issuer Yes For For
Capital One
Financial Election for three
Corporation COF 14040H105 4/26/07 2/28/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Ernst
& Young LLP as
independent auditors
2 for YE 2007 Issuer Yes For For
Approval of amended
and restated
certificate of
incorporation to
permit amendment of
bylaws to adopt
majority voting for
the election of
3 directors Issuer Yes For For
Advisory vote on
4 executive compensation Holder Yes For Against
BCB Bancorp, Election for three
Inc BCBP 055298103 4/26/07 3/5/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Beard
Miller Company, LLP
as accounting firm
2 for YE 2007 Issuer Yes For For
Bank of
Florida Election for eleven
Corporation BOFL 062128103 4/26/07 3/6/07 Annual 1 (11) directors Issuer Yes For For
Ratification of
appointment of
Hacker, Johnson &
Smith PA as auditors
2 for YE 2007 Issuer Yes For For
Adjournment of annual
meeting to solicit
additional proxies in
the event there are
not sufficient vote
to approve proposals
3 1 or 2 Issuer Abstain Abstain Abstain
Fidelity
Southern Election for nine (9)
Corporation LION 316394105 4/26/07 3/8/07 Annual 1 directors Issuer Yes For For
LSB Election of two (2)
Corporation LSBX 50215P100 5/1/07 3/2/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Wolf &
Company PC as
accounting firm for
2 YE 2007 Issuer Yes For For
Aspen
Insurance Election for thirty
Holdings AHL G05384105 5/2/07 3/8/07 Annual 1 (30) directors Issuer Yes For For
Re-elect class I
2 director Issuer Yes For For
Re-elect class II
3 director Issuer Yes For For
Amend non-employee
director stock option
4 plan Issuer Yes Against Against
Appoint KPMG Audit
PLC, London as
5 accounting firm Issuer Yes For For
(No proposal listed
6 on proxy)
Authorize directors
of Aspen Insurance UK
Limited to allot
7 shares Issuer Yes Against Against
Re-appoint KPMG Audit
PLC, as auditor of
Aspen Insurance UK
8 Limited Issuer Yes For For
(No proposal listed
9 on proxy)
Authorize directors
of Aspen Insurance UK
Services Limited to
10 allot shares Issuer Yes Against Against
Authorize
re-appointment of
KPMG Audit PLC as
auditor of Aspen
11 Insurance UK Limited Issuer Yes For For
(No proposal listed
12 on proxy)
Authorize directors
of Aspen (UK)
Holdings Limited to
13 allot shares Issuer Yes Against Against
Authorize
re-appointment of
KPMG Audit PLC as
auditor of Aspen (UK)
14 Holdings Issuer Yes For For
(No proposal listed
15 on proxy)
Authorize directors
of Aiuk Trustees
limited to allot
16 shares Issuer Yes Against Against
Authorize appointment
of KPMG Audit PLC as
auditor of Aiuk
17 Trustees Limited Issuer Yes For For
(No proposal listed
18 on proxy)
Authorize appointment
of KPMG as auditor of
Aspen Insurance
Limited for Fiscal YE
19 2007 Issuer Yes For For
Rome Bancorp, Election for three
Inc. ROME 77587P103 5/2/07 3/9/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Crowe,
Chizek & Company as
accounting firm for
2 YE 2007 Issuer Yes For For
CRM Holdings Election for eleven
Ltd CRMH G2554P103 5/2/07 3/20/07 Annual 1 (11) directors Issuer Yes For For
(No proposal #2
listed only #1, #3
2 and #4-MM)
Appoint Johnson
Lambert & Co LLP as
auditors for 2007 and
to authorize board of
directors to set
3 auditor fees Issuer Yes For For
Approve 2007 stock
4 purchase plan Issuer Yes Against Against
Iberiabank Election for five (5)
Corporation IBKC 450828108 5/2/07 3/21/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Ernst
& Young LLP as
2 auditors for YE 2007 Issuer Yes For For
Northrim Election for eleven
Bancorp, Inc. NRIM 666762109 5/3/07 3/8/07 Annual 1 (11) directors Issuer Yes For For
Berkshire
Hills Bancorp, Election for Four (4)
Inc BHLB 084680107 5/3/07 3/15/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Wolf &
Company as accounting
2 firm for YE 2007 Issuer Yes For For
Max RE Capital Election of four (4)
Ltd MXGL G6052F103 5/4/07 3/9/07 Annual 1 directors Issuer Yes For For
Authorize election of
W. Marston Becker to
2 the board of directors Issuer Yes For For
Authorize approval of
amendment to bye-laws
to reduce number of
3 directors to 2 (two) Issuer Yes Against Against
Approve changing name
to Max Capital Group
4 Ltd. Issuer Abstain Abstain Abstain
Approve changing name
5 to Max Bermuda Ltd. Issuer Abstain Abstain Abstain
Ratification of
appointment of KPMG
Hamilton Bermuda as
auditors for Max RE
6 Capital Ltd. for 2007 Issuer Yes For For
Ratification of
appointment of KPMG
Hamilton Bermuda for
Max RE Ltd as
7 auditors for 2007 Issuer Yes For For
Metrocorp
Bancshares, Election for four (4)
Inc. MCBI 591650106 5/4/07 3/14/07 Annual 1 directors Issuer Yes For For
Approval of 2007
stock awards and
2 incentive plan Issuer Yes Against Against
Ratification of
appointment of PWC
LLP as accounting
3 firm for YE 2007 Issuer Yes For For
Southcoast
Financial Election for two (2)
Corporation SOCB 84129R100 5/4/07 3/27/07 Annual 1 directors Issuer Yes For For
Allied World
Assurance Election for nineteen
Company, Ltd. AWH G0219G203 5/8/07 3/12/07 Annual 1 (19) directors Issuer Yes For For
Appoint Deloitte &
Touche as auditors to
serve until 2008
2 general meeting Issuer Yes For For
Election for thirteen
Bank of Marin BMRC 063431100 5/8/07 3/13/07 Annual 1 (13) directors Issuer Yes For For
Approval of the
formation of a bank
2 holding company Issuer Yes For For
Approval of the bank
of Marin 2007 equity
3 plan Issuer Yes For For
Ratification of the
board of directors'
selection of
4 independent auditors Issuer Yes For For
Election for seven
FNB United Corp FNBN 302519103 5/8/07 3/22/07 Annual 1 (7) directors Issuer Yes For For
Approval of amendment
of 2003 stock
incentive plan to
2 increase shares Issuer Yes Against Against
Wright Bank & Election for twelve
Trust WAIN 930705108 5/9/07 3/12/07 Annual 1 (12) directors Issuer Yes For For
Election of clerk of
2 the bank Issuer Yes For For
Ratification of the
board of directors'
selection of
3 independent auditors Issuer Yes For For
Approval of the 2007
4 stock incentive plan Issuer Yes Against Against
SI Financial Election for three
Group, Inc. SIFI 78425W102 5/9/07 3/16/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Wolf &
Company as accounting
2 firm for YE 2007 Issuer Yes For For
Benjamin
Franklin Election for four (4)
Bancorp, Inc. BFBC 082073107 5/10/07 3/20/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Wolf &
Company as accounting
2 firm for YE 2007 Issuer Yes For For
Legacy Election for three
Bancorp, Inc LEGC 52463G105 5/10/07 3/20/07 Annual 1 (3) directors Issuer Yes For For
Ratification of
appointment of Wolf &
Company as accounting
2 firm for YE 2007 Issuer Yes For For
Citizens Election for five (5)
Community Bank CZWI 174532101 5/10/07 3/26/07 Annual 1 directors Issuer Yes For For
Suffolkfirst Election for nine (9)
Bank SUFB 864788104 5/10/07 4/2/07 Annual 1 directors Issuer Yes For For
Arch Capital Election for nineteen
Group Ltd. ACGL G0450A105 5/11/07 3/29/07 Annual 1 (19) directors Issuer Yes For For
Approve long term
incentive and share
award plan as set
forth in an appendix
to and as described
2 in the proxy statement Issuer Yes Against Against
Approve the employee
incentive share
purchase plan as set
forth in an appendix
to as described in
3 the proxy statement Issuer Yes Against Against
(No proposal listed
4 on proxy)
Appoint of PWC LLP as
accounting firm for
5 YE 2007 Issuer Yes For For
Fix the number of
Directors to serve on
First the board for the
Community Bank ensuing year at
Corp of America FCFL 31985E202 5/14/07 3/15/07 Annual 1 eleven (11). Issuer Yes For For
Election for eight
2 (8) directors Issuer Yes For For
Adjournment of the
annual meeting to
solicit additional
proxies in the event
there are not
sufficient votes to
3 approve either item. Issuer Yes Against Against
Election for four (4)
Parkway Bank PKWY 70153M109 5/15/07 3/15/07 Annual 1 directors Issuer Yes For For
Ratification of Dixon
Hughes PLLC auditor
2 for 2007 Issuer Yes For For
Connecticut
Bank & Trust Election for five (5)
Company CTBC 207546102 5/15/07 3/20/07 Annual 1 directors Issuer Yes For For
Bankatlantic Election for four (4)
Bancorp, Inc. BBY 065908501 5/15/07 3/20/07 Annual 1 directors Issuer Yes For For
Great Lakes Election for four (4)
Bancorp, Inc. GLK 390914109 5/15/07 3/30/07 Annual 1 directors Issuer Yes For For
Amend Certificate of
Incorporation to
reduce the number of
authorized shares of
2 common stock Issuer Yes For For
Amend the restated
2002 stock option
plan to remove 5 year
vesting requirement
for employees and
grant the option
committee the
authority to set
3 vesting requirements Issuer Yes Against Against
Valley
Commerce Election for eight
Bancorp VCBP 919518100 5/15/07 3/22/07 Annual 1 (8) directors Issuer Yes For For
Approve the equity
2 incentive plan Issuer Yes Against Against
Ratification of
Perry-Smith LLP as
3 auditor for 2007 Issuer Yes For For
Approve authority of
proxy holders to
adjourn meeting to
solicit additional
4 proxies Issuer Abstain Abstain Abstain
Dearborn Election for four (4)
Bancorp, Inc DEAR 24242R108 5/15/07 3/23/07 Annual 1 directors Issuer Yes For For
Approve an amendment
to the articles of
incorporation to
increase authorized
2 common stock Issuer Yes For For
Bank of
Commerce Election for ten (10)
Holdings BOCH 06424J103 5/15/07 3/30/07 Annual 1 directors Issuer Yes For For
Approval of 2008
2 stock option plan Issuer Yes Against Against
Ratification of
appointment of Moss
Adams, LLC as
3 accounting firm Issuer Yes For For
Commerce Election for thirteen
Bancorp, Inc. CBH 200519106 5/15/07 4/2/2007 Annual 1 (13) directors Issuer Yes For For
Greenville
First
Bancshares,
Inc. (Southern
First Election for four (4)
Bancshares) GVBK 39607Y100 5/15/07 4/2/07 Annual 1 directors Issuer Yes For For
Change name to
Southern First
2 Bancshares Issuer Abstain Abstain Abstain
Third Century Election for one (1)
Bancorp TDCB 884120106 5/16/07 3/20/07 Annual 1 director Issuer Yes For For
Ratification of
appointment of BKD
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
National
Financial Election for seven
Partners Corp. NFP 63607P208 5/16/07 3/22/07 Annual 1 (7) directors Issuer Yes For For
Ratification of
appointment of PWC
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
American
Internatoinal Election for fifteen
Group, Inc. AIG 026874107 5/16/07 3/23/07 Annual 1 (15) directors Issuer Yes For For
Ratification of
appointment of PWC
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
Adoption of the 2007
3 stock incentive plan Issuer Yes Against Against
Proposal relating to
performance-based
4 stock options Holder Yes For Against
Bank of Election of two (2)
Virginia BOVA 06544P104 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratify selection by
audit committee of
Young, Hyde &
Barbour, PC
independent certified
public accountants,
2 as auditors for 2007 Issuer Yes For For
Election of nine (9)
FNB Bancorp FNBG 302515101 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratify Appointment of
Moss Adams LLP as
independent auditors
2 for 2007 Issuer Yes For For
Proassurance Election of three (3)
Corporation PRA 74267C106 5/16/07 3/30/07 Annual 1 directors Issuer Yes For For
First
Community Election of thirteen
Bancorp FCBP 31983B101 5/16/07 4/2/07 Annual 1 (13) directors Issuer Yes For For
Approve material
terms of executive
2 incentive plan Issuer Yes Against Against
Transact any other
business as may come
before the meeting
and at any
postponements or
3 adjournments Issuer Abstain Abstain Abstain
First Trust Election of four (4)
Bank NCFT 33732N105 5/17/07 3/14/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Dixon
Hughes PLLC as
accounting firm for
2 YE 2007 Issuer Yes For For
Election of director
Ace Limited ACE G0070K103 5/17/07 3/30/07 Annual 1a B. Duperreault Issuer Yes For For
Election of director
1b R. Hernandez Issuer Yes For For
Election of director
1c P. Menikoff Issuer Yes For For
Election of director
1d R. Ripp Issuer Yes For For
Election of director
1e D. Smurfit Issuer Yes For For
Ratification of
appointment of PWC
LLP as accounting
2 firm for 2007 Issuer Yes For For
Election of four (4)
Assurant, Inc. AIZ 04621X108 5/17/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of PWC
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
Sun Bancorp, Election of fifteen
Inc SNBC 86663B102 5/17/07 3/29/07 Annual 1 (15) directors Issuer Yes For For
Approval of the
amended and restated
stock-based incentive
2 plan Issuer Yes For For
Ratification of
Deloitte & Touche LLP
Perry-Smith LLP as
3 auditor for 2007 Issuer Yes For For
UCBH Holdings, Election of director
Inc UCBH 90262T308 5/17/07 3/30/07 Annual 1a P. Chau Issuer Yes For For
Election of director
1b Dr. Wong Issuer Yes For For
Election of director
1c T. Wu Issuer Yes For For
Approval of
amendments to the
amended and restated
2006 equity incentive
2 plan Issuer Yes For For
Declassification of
3 the board of directors Holder Yes For Against
Ratification of
appointment of the
independent
registered public
accounting firm for
4 YE 2007 Issuer Yes For For
Abington
Community Election of two (2)
Bancorp, Inc. ABBC 00350R106 5/17/07 4/3/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Beard
Miller Company, LLP
as the independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Central
Federal Election of three (3)
Corporation CFBK 15346Q103 5/17/07 4/5/07 Annual 1 directors Issuer Yes For For
Approve amended and
restated 2003 equity
2 compensation plan Issuer Yes For For
Ratification of
Crowe, Chizek and
Company LLC as
3 auditors for 2007 Issuer Yes For For
Bank of Oak Election of eleven
Ridge BKOR 064180102 5/17/07 4/17/07 Annual 1 (11) directors Issuer Yes For For
Ratification of
Elliott Davis, PLLC
2 as auditors for 2007 Issuer Yes For For
Rait Financial Election of nine (9)
Trust RAS 749227104 5/17/07 3/23/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Grant
Thornton LLP as
accounting firm for
2 YE 2007 Issuer Yes For For
Pennsylvania
Commerce Election of eight (8)
Bancorp, Inc. COBH 708677109 5/18/07 3/30/07 Annual 1 directors Issuer Yes For For
Take action on other
business which may
properly come before
2 the meeting Issuer Yes Against Against
Community
Capital
Bancshares, Election of five (5)
Inc. ALBY 203634100 5/21/07 4/10/07 Annual 1 directors Issuer Yes For For
Viewpoint Election of one (1)
Financial Group VPFG 926727108 5/22/07 3/23/07 Annual 1 director Issuer Yes For For
Approve 2007 Equity
2 Incentive Plan Issuer Yes Against Against
Ratification of
appointment of Crowe,
Chizek and Company
LLC as accounting
3 firm for YE 2007 Issuer Yes For For
Caroline Trust Election of seven (7)
Bank CART 144200102 5/22/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratification of
2 auditors for 2007 Issuer Yes For For
Capital Corp Election of three (3)
of the West CCOW 140065202 5/22/07 4/2/07 Annual 1 directors Issuer Yes For For
Approve proposal to
increase the number
of shares available
for grants of stock
options pursuant to
the 2002 stock option
2 plan Issuer Yes For For
Election of ten (10)
Conseco, Inc CNO 203464883 5/22/07 4/4/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of PWC
LLP as accounting
2 firm for YE 2007 Issuer Yes For For
Appalachian
Bancshares, Election of three (3)
Inc. APAB 037675105 5/22/07 4/9/07 Annual 1 directors Issuer Yes For For
Proposal to approve
the Appalachian
Bancshare, Inc. 2007
2 equity incentive plan Issuer Yes For For
Fix the number of
directors who shall
Beverly constitute the full
National board of directors at
Corporation BNV 088115100 5/22/07 4/11/07 Annual 1 eleven Issuer Yes For For
Election of four (4)
2 directors Issuer Yes For For
Appointment of
Shatswell, Macleod &
Company, PC as
independent auditor
3 for YE 2007 Issuer Yes For For
The Bancorp, Election of twelve
Inc. TBBK 05969A105 5/23/07 3/27/07 Annual 1 (12) directors Issuer Yes For For
Ratification of
appointment of Grant
Thornton, LLP as
accounting firm for
2 YE 2007 Issuer Yes For For
Everest Re Election of two (2)
Group, Ltd. RE G3223R108 5/23/07 3/27/07 Annual 1 directors Issuer Yes For For
Appointment of PWC
LLP as accounting
firm for YE 2007 and
authorize the board
of directors acting
by the audit
committee of the
board to set the fees
for the registered
2 public accounting firm Issuer Yes For For
Pacific
Premier Election of two (2)
Bancorp, Inc. PPBI 69478X105 5/23/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratification of
Vavrinek, Trine, Day
and CO. LLP as
accounting firm for
2 YE 2007 Issuer Yes For For
E*Trade
Financial Election of four (4)
Corporation ET 269246104 5/23/07 4/2/07 Annual 1 directors Issuer Yes For For
Ratification of
Deloitte & Touche LLP
Perry-Smith LLP as
2 accountants for 2007 Issuer Yes For For
NASDAQ Stock Election of thirteen
Market, Inc. NDAQ 631103108 5/23/07 4/12/07 Annual 1 (13) directors Issuer Yes For For
Appointment of
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Approve amended and
3 restated equity plan Issuer Yes For For
Heritage Oaks Election of nine (9)
Bancorp HEOP 42724R107 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For
Ratification of
Varrincek, Trine, Day
& Co. LLP as
2 accountants for 2007 Issuer Yes For For
White
Mountains Election of
Insurance twenty-five (25)
Group, LTD WTM G9618E107 5/24/07 3/26/07 Annual 1 directors Issuer Yes For For
(No proposal 2 - 6 on
* proxy - MM)
Amendment to the
7 company's bye-laws Issuer Yes Against Against
Appointment of
independent
registered public
accounting firm for
8 YE 2007 Issuer Yes For For
First Regional Election of three (3)
Bancorp FRGB 33615C101 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For
Other business as may
come before the
meeting and
adjournment/s
2 thereof Issuer Yes For For
Intervest
Bancshares Election of three (3)
Corporation IBCA 460927106 5/24/07 3/30/07 Annual 1 directors Issuer Yes For For
Appointment of
Hacker, Johnson &
Smith, PA, PC as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
CCF Holding Election of three (3)
Company CCFH 12487X104 5/24/07 4/5/07 Annual 1 directors Issuer Yes For For
Approval of the 2007
2 stock incentive plan Issuer Yes Against Against
Approval of an
amendment to the
articles of
incorporation
authorizing an
additional sixteen
million shares of
3 common stock Issuer Yes Against Against
Old Line Election of five (5)
Bancshares, Inc OLBK 67984M100 5/24/07 4/5/07 Annual 1 directors Issuer Yes For For
Appointment of Rowles
& Company LLP as
independent public
accounting firm to
audit statements for
2 YE 2007 Issuer Yes For For
Goldleaf
Financial Election of two (2)
Solutions GFSID 38144H208 5/29/07 3/1/07 Annual 1 directors Issuer Yes For For
Approve second
amendment to the 2005
long-term incentive
2 plan. Issuer Yes For For
Other matters as may
properly come before
3 meeting Issuer Abstain Abstain Abstain
Technology
Investment Election of one (1)
Capital Corp. TICC 878717305 6/5/07 4/26/07 Annual 1 director Issuer Yes For For
Ratification of
selection of PWC as
independent
registered public
accounting firm for
2 YE 2007 Issuer Yes For For
Southern
Connecticut Election of three (3)
Bancorp, Inc. SSE 84264A102 6/12/07 5/2/07 Annual 1 directors Issuer Yes For For
Alliance
Bankshares Election of two (2)
Corporation ABVA 018535104 6/13/07 4/27/07 Annual 1 directors Issuer Yes For For
Ratify appointment of
Yount, Hyde &
Barbour, PC as
independent
accountants for YE
2 2007 Issuer Yes For For
Approve 2007
3 incentive stock plan Issuer Yes For For
First Security Election of eight (8)
Group, Inc. FSGI 336312103 6/14/07 4/16/07 Annual 1 directors Issuer Yes For For
Approval of second
amendment to the
long-term incentive
2 plan. Issuer Yes For For
Ratification of
Joseph Decosimo and
Company, PLLC as
3 auditors for 2007 Issuer Yes For For
The Bank Election of eleven
Holdings TBHS 88331E104 6/14/07 4/23/07 Annual 1 (11) directors Issuer Yes For For
Amtrust
Financial Election of seven (7)
Services, Inc. AFNIY 032359101 6/14/06 4/24/07 Annual 1 directors Issuer Yes For For
Approval of Amtrust
Financial Service,
Inc. 2007 incentive
2 plan Issuer Yes Against Against
Approval of amendment
1 to the 2005 equity
3 incentive plan Issuer Yes Against Against
Ratification of BDO
Seidman, LLP as
4 auditors for 2007 Issuer Yes For For
Fidelity Election of seven (7)
Federal Bancorp FDLB 315921205 6/18/07 5/25/07 Annual 1 - 7 directors Issuer Yes For For
Team Election of three (3)
Financial, Inc. TFIN 87815X109 6/19/07 4/25/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG
LLP as independent
auditors firm for YE
2 2007 Issuer Yes For For
Proposal regarding
the 2007 stock
3 incentive plan Issuer Yes Against Against
Other business as may
come before the
4 meeting Issuer Yes For For
Broadway
Financial Election of three (3)
Corporation BYFC 111444105 6/20/07 4/30/07 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Crowe,
Chizek & Company, LLP
as independent audit
2 firm for YE 2007 Issuer Yes For For
First
California Election of ten (10)
Financial Group FCAL 319395109 6/21/07 5/18/07 Annual 1 directors Issuer Yes For For
Approve amendment to
article XI of the
certificate to remove
the supermajority
voting provision
relating to the
authorized capital
2 stock of the company Issuer Yes For For
Approve an amendment
to article XI to
remove the
supermajority voting
provision with
respect to elections
3 by written ballot Issuer Yes For For
Approve an amendment
to article XI of the
certificate to remove
the supermajority
voting provision with
respect to
stockholder action by
4 written consent Issuer Yes For For
Approve and amendment
to the certificate to
remove article VII of
the certificate
containing
supermajority voting
requirements relating
to the ability of
stockholders to
change the number of
5 directors Issuer Yes For For
Approve an amendment
to article XI of the
certificate to remove
the supermajority
voting provision with
respect to amendments
6 tot the certificate Issuer Yes For For
Approve the 2007
omnibus equity
7 incentive plan Issuer Yes For For
Approval of a plan
conversion and
reorganization
pursuant to: 1: Make
an election 2: Form
interim stock savings
bank a wholly owned
subsidiary 3:
Outstanding shares of
common stock of
Abington Community
Bancorp, Inc. will be
Abington converted into shares
Community common stock of
Bancorp, Inc. ABBC 00350R106 6/26/07 5/9/07 Special 1 Abington Bancorp, Inc. Issuer Yes For For
Bankfinancial Election of two (2)
Corporation BFIN 06643P104 6/26/07 5/11/07 Annual 1 directors Issuer Yes For For
Ratify engagement of
Crowe, Chizek and
Company LLC as
independent
registered public
accounting firm of
the company for YE
2 2007 Issuer Yes For For
Sterling Banks Election of fourteen
Inc STBK 85915B100 6/26/07 5/18/07 Annual 1 (14) directors Issuer Yes For For
Westfield Election of three (3)
Financial, Inc. WFD 96008P104 7/19/07 5/31/07 Annual 1 directors Issuer Yes For For
Approval of 2007
2 stock option plan Issuer Yes For For
Approval of 2007
recognition and
3 retention plan Issuer Yes For For
Resource Election of seven (7)
Capital Corp 76120W104 7/25/07 6/4/07 Annual 1 directors Issuer Yes For For
Proposal to Adopt
2007 Omnibus Equity
2 Compensation Plan Issuer Yes Against Against
Proxies are
authorized to vote
upon such other
business as may
properly be brought
before the meeting or
any adjournment
3 therof. Issuer Abstain Abstain Abstain
Adopt agreement and
plan of merger by and
LSB between LSB & FNB as
Bancshares, may be amended from
Inc. LSBX 502158108 7/25/07 6/7/07 Annual 1 time to time Issuer Yes For For
Amend the articles of
incorporation as
amended to provide
that director
nominees shall be
elected by the
affirmative vote of
the majority of votes
cast at an annual
meeting of
2 shareholders Issuer Yes For For
Amend amended and
restated bylaws to
provide that
directors be elected
3 annually Issuer Yes For For
Election of three (3)
4 directors Issuer Yes For For
First Capital Election of four (4)
Bancorp, Inc. FCVA 319438107 8/15/07 6/22/07 Annual 1 directors Issuer Yes For For
Proposal to amend
2000 stock option
plan to increase
authorized number of
shares resserved for
issuance by 105000
2 shares Issuer Yes Against Against
Ratify appointment of
Cherry, Bekaert &
3 Holland Issuer Yes For For
Newport Election of five (5)
Bancorp, Inc. NFSB 651754103 8/16/07 6/28/07 Annual 1 directors Issuer Yes For For
Approval of 2007
2 equity incentive plan Issuer Yes Against Against
Ratify appointment of
Wolf & Company, PC as
accounting frim for
3 YE 2007 Issuer Yes For For
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.
Registrant First Financial Fund, Inc.
----------------------------------------------------------------------
By (Signature and Title)* /s/ Stephen C. Miller
----------------------------------------------------------------------
Stephen C. Miller, President
(Principal Executive Officer)
*Print the name and title of each signing officer under his or her signature.