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
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ELLSWORTH FUND LTD.
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(Exact name of registrant as specified in charter)
65 Madison Avenue, Morristown, New Jersey 07960-7308
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(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, 2012
Date of reporting period: June 30, 2012
Item 1. Proxy Voting Record
Issuer: AT&T Inc.
Ticker symbol: T
CUSIP: 00206R102
Meeting date: 04/27/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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: James P. Kelly Management YES FOR FOR
1-07. Election of Director: Jon C. Madonna Management YES FOR FOR
1-08. Election of Director: John B. McCoy Management YES FOR FOR
1-09. Election of Director: Joyce M. Roche Management YES FOR FOR
1-10. Election of Director: Matthew K. Rose Management YES FOR FOR
1-11. 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. Amend certificate of incorporation Management YES ABSTAIN N/A
5. Political contributions report Shareholder YES ABSTAIN N/A
6. Limit wireless network management Shareholder YES ABSTAIN N/A
7. Independent board chairman Shareholder YES ABSTAIN N/A
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Issuer: Abbott Laboratories
Ticker symbol: ABT
CUSIP: 002824100
Meeting date: 04/27/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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. Transparency in animal research Shareholder YES AGAINST FOR
5. Lobbying disclosure Shareholder YES AGAINST FOR
6. Independent board chair Shareholder YES AGAINST FOR
7. Tax gross-ups Shareholder YES AGAINST FOR
8. Equity retention and hedging Shareholder YES AGAINST FOR
9. Incentive compensation Shareholder YES AGAINST FOR
10. Ban accelerated vesting of awards upon Shareholder YES AGAINST FOR
a change in control
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Issuer: Bristol-Myers Squibb Company
Ticker symbol: BMY
CUSIP: 110122108
Meeting date: 03/09/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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: Louis J. Freeh Management YES FOR FOR
1-05. Election of Director: Laurie H. Glimcher, M.D. Management YES FOR FOR
1-06. Election of Director: Michael Grobstein Management YES FOR FOR
1-07. Election of Director: Alan J. Lacy Management YES FOR FOR
1-08. Election of Director: Vicki L. Sato, Ph.D. Management YES FOR FOR
1-09. Election of Director: Elliott Sigal, M.D. Management YES FOR FOR
1-10. Election of Director: Gerald L. Storch Management YES FOR FOR
1-11. Election of Director: Togo D. West, Jr. Management YES FOR FOR
1-12. Election of Director: R. Sanders Williams 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 the 2012 stock award and Management YES FOR FOR
incentive plan
5. Cumulative voting Shareholder YES AGAINST FOR
6. Transparency in animal research Shareholder YES AGAINST FOR
7. Shareholder action by written consent Shareholder YES AGAINST FOR
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Issuer: ConocoPhilips
Ticker symbol: COP
CUSIP: 20825C104
Meeting date: 05/09/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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: Kenneth M. Duberstein Management YES FOR FOR
1-05. Election Of Director: Ruth R. Harkin 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: Harold W. McGraw, III Management YES FOR FOR
1-09. Election Of Director: James J. Mulva Management YES FOR FOR
1-10. Election Of Director: Robert A. Niblock Management YES FOR FOR
1-11. Election Of Director: Harald J. Norvik Management YES FOR FOR
1-12. Election Of Director: William K. Reilly Management YES FOR FOR
1-13. Election Of Director: Victoria J. Tschinkel Management YES FOR FOR
1-14. Election Of Director: Kathryn C. Turner Management YES FOR FOR
1-15. 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. Company environmental policy Shareholder YES AGAINST FOR
5. Accident risk mitigation Shareholder YES AGAINST FOR
6. Report on grassroots lobbying expenditures Shareholder YES AGAINST FOR
7. Greenhouse gas reduction targets Shareholder YES AGAINST FOR
8. Gender expression non-discrimination Shareholder YES AGAINST FOR
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Issuer: The Walt Disney Company
Ticker symbol: DIS
CUSIP: 254687106
Meeting date: 03/13/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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 2011 stock incentive plan Management YES FOR FOR
4. Advisory resolution on executive compensation Management YES FOR FOR
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Issuer: Fifth Third Bancorp
Ticker symbol: FITBP
CUSIP: 316773209
Meeting date: 04/17/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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3. Amend the Articles of Incorporation and Code Management YES FOR FOR
of Regulations to provide for a majority
voting standard for uncontested elections of
directors unless cumulative voting is in effect
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Issuer: Merck & Company, Inc.
Ticker symbol: MRK
CUSIP: 58933Y105
Meeting date: 05/22/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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
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Issuer: Pfizer Inc.
Ticker symbol: PFE
CUSIP: 717081103
Meeting date: 04/26/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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: John P. Mascotte Management YES FOR FOR
1-11. Election Of Director: Suzanne Nora Johnson Management YES FOR FOR
1-12. Election Of Director: Ian C. Read Management YES FOR FOR
1-13. Election Of Director: Stephen W. Sanger Management YES FOR FOR
1-14. 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. Publication of political contributions Shareholder YES AGAINST FOR
5. Shareholder action by written consent Shareholder YES AGAINST FOR
6. Special shareholder meetings Shareholder YES AGAINST FOR
7. Advisory vote on director pay Shareholder YES AGAINST FOR
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Issuer: Verizon Communications Inc.
Ticker symbol: VZ
CUSIP: 92343V104
Meeting date: 05/03/2012
For/
Proposed Voted Vote Against
Matter Voted On By (Yes or No) Cast Mgmt.
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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
2. Ratification of the appointment of Management YES FOR FOR
independent auditors
3. Advisory vote on executive compensation Management YES FOR FOR
4. Disclose prior government service Shareholder YES AGAINST FOR
5. Disclosure of lobbying activities Shareholder YES AGAINST FOR
6. Vesting of performance stock units Shareholder YES AGAINST FOR
7. Shareholder right to call a special meeting Shareholder YES AGAINST FOR
8. Shareholder action by written consent Shareholder YES AGAINST FOR
9. Network neutrality for wireless broadband Shareholder YES AGAINST FOR
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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: July 12, 2012