OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    March 31, 2012

Washington, D.C. 20549

Estimated average burden hours per response......9.6

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:

7/1/09 to 6/30/10

(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

Microchip Technology Incorporated

MCHP

595017104

8/14/2009

1. Election of Directors

Issuer

Y

For

For

2. Amendment and restatement of the company’s 2004 equity incentive plan to i) modify the automatic grant provisions with respect to equity compensation for non-employee directors to provide for annual awards of options and restricted stock units, and ii) revise the definition of “performance goals” for purposes of section 162(m) of the Internal Revenue Code.

Issuer

Y

For

For

3. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2010.

Issuer

Y

For

For

Noble Corporation

NE

H5833N103

10/29/2009

1. Election of Directors

Issuer

Y

For

For

2. Approval of the amendment and restatement of the company’s 1991 stock option and restricted stock plan effective as of October 29, 2009.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/3/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP registered public accounting firm for the company for the fiscal year ending July 31, 2010.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/3/2009

1. Election of Directors

Issuer

Y

For

For

2. Approval of the amendment and restatement of the company’s amended and restated 2002 long-term incentive plan.

Issuer

Y

For

For

3. Ratification of the appointment of Ernst & Young LLP as the company’s independent auditors for the year ending June 30, 2010.

Issuer

Y

For

For

Maxim Integrated Products, Inc.

MXIM

57772K101

12/10/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending June 26, 2010.

Issuer

Y

For

For

3. Ratify and approve amendments to the company’s 2008 employee stock purchase plan to a) increase the number of shares available for issuance thereunder by 2,000,000 shares and b) make other administrative changes.

Issuer

Y

For

For

4. Ratify and approve amendments to the company’s 1996 stock incentive plan to a) increase the number of shares available for issuance thereunder by 6,000,000 shares and b) permit to extend the term of a stock option beyond 10 years from date of grant if issuance of common stock upon exercise of such option would violate applicable securities laws at the time the option would otherwise expire.

Issuer

Y

For

For

5. Approve the adoption of the company’s executive bonus plan, which is a bonus plan for officers of the company compliant with section 162(m) of the Internal Revenue Code.

Issuer

Y

For

For

Actuant Corporation

ATU

00508X203

1/12/2010

1. Election of Directors

Issuer

Y

For

For

2. Approve the amendment to the company’s 2009 omnibus incentive plan.

Issuer

Y

For

For

3. Approve the adoption of the company’s 2010 employee stock purchase plan.

Issuer

Y

For

For

4. Approve the amendment of the company’s restated articles of incorporation.

Issuer

Y

For

For

Varian Medical Systems, Inc.

VAR

92220P105

2/11/2010

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment to the company’s second amended and restated 2005 omnibus stock plan to increase the number of shares available for awards thereunder.

Issuer

Y

For

For

3. Approve the company’s 2010 employee stock purchase plan.

Issuer

Y

For

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2010.

Issuer

Y

For

For

CLARCOR Inc.

CLC

179895107

3/23/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending November 30, 2010.

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

4/6/2010

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment and restatement of the company’s incentive award plan.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2010.

Issuer

Y

For

For

Carnival Corporation

CCL

143658300

4/13/2010

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

Issuer

Y

For

For

9. Re-elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc.

Issuer

Y

For

For

10. Re-elect Peter G. Ratcliffe as a director of Carnival Corporation and as a director of Carnival plc.

Issuer

Y

For

For

11. Re-elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc.

Issuer

Y

For

For

12. Re-elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc.

Issuer

Y

For

For

13. Re-elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc.

Issuer

Y

For

For

14. Re-elect Uzi Zucker 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, 2009 (in accordance with legal requirements applicable to UK companies).

Issuer

Y

For

For

18. To approve the directors’ remuneration report of Carnival plc for the year ended November 30, 2009 (in accordance with legal requirements applicable to UK companies).

Issuer

Y

For

For

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

Issuer

Y

For

For

20. To approve 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

21. 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

22. To consider a shareholder proposal.

Shareholder

Y

Against

For

Graco Inc.

GGG

384109104

4/23/2010

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 of the company’s 2010 stock incentive plan.

Issuer

Y

For

For

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

Shareholder

Y

Against

For

Manpower Inc.

MAN

56418H100

4/27/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratification of Deloitte & Touche LLP as independent auditors for 2010.

Issuer

Y

For

For

3. Approval of the proposed amendment to the amended and restated articles of incorporation of the company to provide for a majority voting standard for uncontested elections of directors.

Issuer

Y

For

For

4. Approval of the proposed amendment to the amended and restated by-laws of the company to provide for a majority voting standard for uncontested elections of directors.

Issuer

Y

For

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/27/2010

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

Brown & Brown, Inc.

BRO

115236101

4/28/2010

1. Election of Directors

Issuer

Y

For

For

2. Approve the 2010 stock incentive plan.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accountants for the fiscal year ending December 31, 2010.

Issuer

Y

For

For

Life Technologies Corporation

LIFE

53217V109

4/29/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year 2010.

Issuer

Y

For

For

3. Adoption of an amendment to the restated certificate of incorporation of the company (adopt majority voting for uncontested elections of directors).

Issuer

Y

For

For

4. Adoption of amendments to the restated certificate of incorporation of the company (eliminate supermajority provisions).

Issuer

Y

For

For

5. Adoption of amendments to the by-laws of the company (adopt majority voting for uncontested elections of directors).

Issuer

Y

For

For

6. Adoption of an amendment to the by-laws of the company (eliminate supermajority provisions).

Issuer

Y

For

For

7. Adoption of the company’s 2010 incentive compensation plan.

Issuer

Y

Against

Against

Franklin Electric Co., Inc.

FELE

353514102

4/30/2010

1. Election of Directors

Issuer

Y

For

For

2. Approve the company’s management incentive plan.

Issuer

Y

Against

Against

3. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2010 fiscal year.

Issuer

Y

For

For

4. To transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Issuer

Y

For

For

Noble Corporation

NE

H5833N103

4/30/2010

1. Election of Directors

Issuer

Y

For

For

2. Approval of the extension of board authority to issue authorized share capital until April 29, 2012.

Issuer

Y

For

For

3. Approval of the payment of a regular dividend through a reduction of the par value of the shares in an amount equal to Swiss Francs 0.52 per share.

Issuer

Y

For

For

4. Approval of the payment of a special dividend through a reduction of the par value of the shares in an amount equal to Swiss Francs 0.56 per share.

Issuer

Y

For

For

5. Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year 2010 and the election of PricewaterhouseCoopers AG as statutory auditor for a one-year term.

Issuer

Y

For

For

6. Approval of the 2009 annual report, the consolidated financial statements of the company for the fiscal year 2009 and the statutory financial statements of the company for the extended fiscal year 2009.

Issuer

Y

For

For

7. Approval of the discharge of the members of the board of directors and the executive officers of the company for the extended fiscal year 2009.

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/4/2010

1A. Election of Director: Lawrence P. O’Reilly

Issuer

Y

For

For

1B. Election of Director: Rosalie O’Reilly-Wooten

Issuer

Y

For

For

1C. Election of Director: Thomas T. Hendrickson

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2010.

Issuer

Y

For

For

3. To transact such other business as may properly come before the meeting or any adjournments thereof.

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/6/2010

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Charles River Laboratories International, Inc.

CRL

159864107

5/6/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accountants for the fiscal year ending December 25, 2010.

Issuer

Y

For

For

FMC Technologies, Inc.

FTI

30249U101

5/7/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP.

Issuer

Y

For

For

3. Shareholder proposal regarding majority voting.

Shareholder

Y

Against

For

Lincare Holdings Inc.

LNCR

532791100

5/10/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/11/2010

1A. Election of Director: Mary H. Bell

Issuer

Y

For

For

1B. Election of Director: James R. Jenkins

Issuer

Y

For

For

1C. Election of Director: Dennis J. Martin

Issuer

Y

For

For

1D. Election of Director: Abbie J. Smith

Issuer

Y

For

For

2. Approval of the corporation’s 2007 stock-based compensation plan, as amended and restated.

Issuer

Y

Against

Against

3. Approval of the corporation’s annual incentive plan (f/k/a HNI Corporation executive bonus plan), as amended and restated.

Issuer

Y

Against

Against

4. Approval of the corporation’s long-term performance plan, as amended and restated.

Issuer

Y

Against

Against

5. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for fiscal 2010.

Issuer

Y

For

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/12/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2010

Issuer

Y

For

For

Knight Transportation, Inc.

KNX

499064103

5/20/2010

1. Election of Directors

Issuer

Y

For

For

2. Re-approve the company’s 2005 executive cash bonus plan, to comply with section 162(m) of the Internal Revenue Code of 1986, as amended.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year 2010.

Issuer

Y

For

For

Zebra Technologies Corporation

ZBRA

989207105

5/20/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

WABCO Holdings Inc.

WBC

92927K102

5/27/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs D’Enterprises SCCRL as the company’s independent registered public accounting firm for the year ending December 31, 2010.

Issuer

Y

For

For

VCA Antech, Inc.

 WOOF

918194101

6/14/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

Issuer

Y

For

For

Signet Jewelers Limited

SIG

G81276100

6/17/2010

1A. Election of Director: Robert Blanchard

Issuer

Y

For

For

1B. Election of Director: Terry Burman

Issuer

Y

For

For

2. Appoint KPMG Audit plc as independent auditor of the company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the company and to authorize the audit committee to determine its remuneration.

Issuer

Y

For

For

CarMax, Inc.

KMX

143130102

6/28/2010

1. Election of Directors

Issuer

Y

For

For

2. Ratify the selection of KPMG LLP as the company’s independent registered public accounting firm.

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

8/31/10