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......19.6

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:

7/1/08 to 6/30/09

(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

Plantronics, Inc.

PLT

727493108

7/23/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify and approve amendments to the 2003 stock plan.

Issuer

Y

For

For

3. Ratify and approve amendments to the 2002 employee stock purchase plan.

Issuer

Y

For

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for fiscal 2009.

Issuer

Y

For

For

Microchip Technology Incorporated

MCHP

595017104

8/15/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2009.

Issuer

Y

For

For

Signet Group plc

SIG LN

G8126R113

8/19/2008

1. Authorize the directors to take all actions necessary to implement the scheme into effect referred to in the notice convening the General Meeting.

Issuer

Y

For

For

2. Approve the operation of each of the Signet Jewelers Limited share plans.

Issuer

Y

For

For

Signet Group plc

SIG LN

G8126R113

8/19/2008

1. Approve the scheme of arrangement referred to in the notice convening the court meeting.

Issuer

Y

For

For

Invitrogen Corporation

IVGN

46185R100

10/28/2008

1. Approve the issuance of Invitrogen common stock to Applied Biosystems stockholders in the merger of Applied Biosystems Inc. (“ABI”) with and into Atom Acquisition, LLC, as contemplated by the agreement and plan of merger, as amended by amendment no. 1 thereto, by and among Invitrogen, Atom Acquisition, LLC and ABI, as such agreement may be amended from time to time.

Issuer

Y

For

For

2. Approve an amendment to Invitrogen’s restated certificate of incorporation to increase the number of authorized shares of Invitrogen common stock from 200,000,000 to 400,000,000 shares.

Issuer

Y

For

For

3. Approve any adjournments of the special meeting of Invitrogen stockholders, if necessary, to solicit additional proxies in favor of any or all of the foregoing proposals.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/4/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending June 30, 2009.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/11/2008

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending July 31, 2009.

Issuer

Y

For

For

Maxim Integrated Products, Inc.

MXIM

57772K101

12/15/2008

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 27, 2009.

Issuer

Y

For

For

3. Approve the adoption of the company’s 2008 employee stock purchase plan with 4,000,000 shares of common stock reserved for issuance thereunder.

Issuer

Y

For

For

Actuant Corporation

ATU

00508X203

1/9/2009

1. Election of Directors

Issuer

Y

For

For

2. Approve the adoption of the company’s 2009 omnibus incentive plan.

Issuer

Y

For

For

Noble Corporation

NE

G65422100

3/17/2009

1. Approval of the merger, reorganization and consolidation transaction to be effected by the schemes of arrangement, copies of which are attached to the accompanying proxy statement as Annex B.

Issuer

Y

For

For

2. Approval of the motion to adjourn the meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger, reorganization and consolidation transaction.

Issuer

Y

For

For

CLARCOR Inc.

CLC

179895107

3/23/2009

1. Election of Directors

Issuer

Y

For

For

2. Adoption of the 2009 CLARCOR incentive plan.

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 November 30, 2009.

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

4/7/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as auditors of the company for 2009.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

4/14/2009

1. Approve the grant of an option to acquire 2,000,000 shares of common stock to each of Willis J. Johnson, the company’s chairman and chief executive officer, and A. Jayson Adair, the company’s president, such grants to be made in lieu of any cash salary or bonus compensation in excess of $1.00 per year or grant of any additional equity incentives for a five-year period.

Issuer

Y

Against

Against

Carnival Corporation

CCL

143658300

4/15/2009

1. Election of Directors

Issuer

Y

For

For

2. To re-appoint PricewaterhouseCoopers LLP as independent auditors for Carnival plc.

Issuer

Y

For

For

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

Issuer

Y

For

For

4. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the financial year ended November 30, 2008.

Issuer

Y

For

For

5. To approve the directors’ remuneration report of Carnival plc for the financial year ended November 30, 2008.

Issuer

Y

For

For

6. To increase the amount of the authorized but unissued share capital of Carnival plc.

Issuer

Y

For

For

7. To adopt the amended and restated articles of association of Carnival plc.

Issuer

Y

For

For

8. To approve certain amendments to the articles of association of Carnival plc, to take effect from October 1, 2009.

Issuer

Y

For

For

9. To approve the giving of authority for the allotment of new shares by Carnival plc.

Issuer

Y

For

For

10. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc.

Issuer

Y

For

For

11. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market.

Issuer

Y

For

For

Franklin Electric Co., Inc.

FELE

353514102

4/24/2009

1. Election of Directors

Issuer

Y

For

For

2. Approve the amendment and restatement of the Franklin Electric Co., Inc. stock plan.

Issuer

Y

For

For

3. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2009 fiscal year.

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/24/2009

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

Bio-Rad Laboratories, Inc.

BIO

090572207

4/28/2009

1. Election of Directors

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

Issuer

Issuer

Y

Y

For

For

For

For

Manpower Inc.

MAN

56418H100

4/28/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Roberto Mendoza to the board of directors.

Issuer

Y

For

For

3. Ratification of Deloitte & Touche LLP as independent auditors for 2009.

Issuer

Y

For

For

4. Approval of an amendment to the 2003 equity incentive plan of Manpower Inc.

Issuer

Y

For

For

5. Proposal regarding implementation of the MacBride Principles in Northern Ireland.

Shareholder

Y

Against

For

Brown & Brown, Inc.

BRO

115236101

4/29/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accountants for the fiscal year ending December 31, 2009.

Issuer

Y

For

For

Life Technologies Corp.

LIFE

53217V109

4/30/2009

1. Election of Directors

2. Ratification of the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year 2009.

Issuer

Issuer

Y

Y

For

For

For

For

3. Amendment of the Invitrogen Corporation 1998 employee stock purchase plan.

Issuer

Y

For

For

4. Adoption of the Life Technologies Corp. 1999 employee stock purchase plan.

Issuer

Y

For

For

5. Adoption of the company’s 2009 equity incentive plan.

Issuer

Y

For

For

O’Reilly Automotive, Inc.

ORLY

686091109

5/5/2009

1. Election of Directors

2. Ratification of appointment of Ernst & Young LLP as independent auditors.

Issuer

Issuer

Y

Y

For

For

For

For

3. Approval of the 2009 stock purchase plan.

Issuer

Y

For

For

4. Approval of the 2009 incentive plan.

Issuer

Y

For

For

Charles River Laboratories International, Inc.

CRL

159864107

5/7/2009

1. Election of Directors

Issuer

Y

For

For

2. Approve an amendment to the company’s 2007 incentive plan to increase the number of shares of common stock for issuance thereunder from 6,300,000 to 8,800,000.

Issuer

Y

For

For

3. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accountants for the fiscal year ending December 26, 2009.

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/7/2009

1. Election of Directors

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

Issuer

Issuer

Y

Y

For

For

For

For

Lincare Holdings Inc.

LNCR

532791100

5/11/2009

1. Election of Directors

Issuer

Y

For

For

2. Approval of the company’s 2009 employee stock purchase plan.

Issuer

Y

For

For

3. Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2009.

Issuer

Y

For

For

HNI Corporation

HNI

404251100

5/12/2009

1A. Election of Director: Stan A. Askren

Issuer

Y

For

For

1B. Election of Director: Gary M. Christensen

Issuer

Y

For

For

1C. Election of Director: Joseph E. Scalzo

Issuer

Y

For

For

1D. Election of Director: Ronald V. Waters III

Issuer

Y

For

For

2. Approval of an amendment to the HNI Corporation 2002 members’ stock purchase plan to increase the number of authorized shares available for issuance under the plan.

Issuer

Y

For

For

3. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for 2009.

Issuer

Y

For

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/13/2009

1. Election of Directors

Issuer

Y

For

For

FMC Technologies, Inc.

FTI

30249U101

5/15/2009

1. Election of Directors

2. Approve the amendment of the amended and restated certificate of incorporation.

Issuer

Issuer

Y

Y

For

For

For

For

Knight Transportation, Inc.

KNX

499064103

5/21/2009

1. Election of Directors

2. Approve and ratify the Knight Transportation, Inc. employee stock purchase plan.

Issuer

Issuer

Y

Y

For

For

For

For

3. Approve and ratify an amendment and restatement of 2003 stock option plan (“2003 stock option plan”). (I) renames plan the Knight Transportation, Inc. amended and restated 2003 stock option and equity compensation plan, (II) provides additional terms and administrative procedures applicable to restricted stock grants, and (III) authorizes the issuance of stock appreciation rights.

Issuer

Y

For

For

4. Approve and ratify a one-time stock option exchange program for employees, along with an accompanying amendment to the 2003 stock option plan to permit such exchange.

Issuer

Y

Against

Against

5. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2009.

Issuer

Y

For

For

Zebra Technologies Corporation

ZBRA

989207105

5/21/2009

1. Election of Directors

Issuer

Y

For

For

2. Ratify Ernst & Young LLP as independent auditors.

Issuer

Y

For

For

Noble Corporation

NE

H5833N103

5/28/2009

1. Approval of the payment of a dividend through a reduction of the par value of the shares in an amount equal to Swiss francs 0.25.

Issuer

Y

For

For

2. Election of Directors

Issuer

Y

For

For

3. Approval of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2009.

Issuer

Y

For

For

4. Approval of an amendment of article 21 paragraph 1(d) of the articles of association in order to limit the changes to authorized and conditional capital that require approval of at least two-thirds of the shares represented at a general meeting to an increase in the amount of the authorized or conditional share capital.

Issuer

Y

For

For

WABCO Holdings Inc.

WBC

92927K102

5/28/2009

1. Election of Directors

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, 2009.

Issuer

Issuer

Y

Y

For

For

For

For

3. Approve the 2009 omnibus incentive plan.

Issuer

Y

For

For

VCA Antech, Inc.

 WOOF

918194101

6/1/2009

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, 2009.

Issuer

Y

For

For

Signet Jewelers Ltd.

SIG

G81276100

6/16/2009

1. Re-elect Marianne Parrs as a director

Issuer

Y

For

For

2. Re-elect Thomas Plaskett as a director

Issuer

Y

For

For

3. Appoint KPMG Audit plc as auditor of the company and to authorize the directors to determine its remuneration.

Issuer

Y

For

For

4. Approve the implementation and establishment of the company’s omnibus incentive plan for the directors and employees of the company.

Issuer

Y

For

For

CarMax, Inc.

KMX

143130102

6/23/2009

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

3. Approve an amendment to the Carmax, Inc. amended and restated 2002 stock incentive plan.

Issuer

Y

For

For

4. Approve an amendment to the CarMax, Inc. amended and restated 2002 employee stock purchase plan.

Issuer

Y

For

For

(Registrant)

Source Capital, Inc.

By (Signature and Title)*

/s/  J. Richard Atwood, Treasurer

Date

8/31/09