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:

7/1/10 to 6/30/11

(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

8/20/2010

1. Election of Directors

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, 2011.

Issuer

Issuer

Y

Y

For

For

For

For

Maxim Integrated Products, Inc.

MXIM

57772K101

11/9/2010

1. Election of Directors

2. Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending June 25, 2011.

Issuer

Issuer

Y

Y

For

For

For

For

3. Ratify and approve an amendment to the company’s 2008 employee stock purchase plan to increase the number of shares available for issuance thereunder by 2,000,000 shares.

Issuer

Y

For

For

4. Ratify and approve an amendment to the company’s amended and restated 1996 stock incentive plan to increase the number of shares available for issuance thereunder by 7,000,000 shares.

Issuer

Y

For

For

Copart, Inc.

CPRT

217204106

12/2/2010

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, 2011.

Issuer

Y

For

For

ScanSource, Inc.

SCSC

806037107

12/2/2010

1. Election of Directors

Issuer

Y

For

For

2 Ratification of the appointment of Ernst & Young LLP as the company’s independent auditors for the year ending June 30, 2011.

Issuer

Y

For

For

Actuant Corporation

ATU

00508X203

1/14/2011

1. Election of Directors

Issuer

Y

For

For

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

Issuer

Y

For

For

Varian Medical Systems, Inc.

VAR

92220P105

2/10/2011

1. Election of Directors

2. Approve the compensation of the company’s named executive officers as described in the proxy statement.

Issuer

Issuer

Y

Y

For

For

For

For

3. To hold an advisory vote of stockholders on the compensation of the company’s named executive officers at a frequency of one, two, or three years.

Issuer

Y

3 Yrs.

For

4. Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2011.

Issuer

Y

For

For

CLARCOR Inc.

CLC

179895107

3/22/2011

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. Say when on pay - an advisory non-binding vote on the approval of the frequency of shareholder votes on executive compensation,

Issuer

Y

3 Yrs.

For

4. Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending November 26, 2011.

Issuer

Y

For

For

IDEX Corporation

IEX

45167R104

4/5/2011

1. Election of Directors

Issuer

Y

For

For

2. Advisory vote on executive compensation.

Issuer

Y

For

For

3. Advisory vote on frequency of advisory votes on executive compensation.

Issuer

Y

3 Yrs.

For

4. Ratify the appointment of Deloitte & Touche LLP as auditors of the company for 2011.

Issuer

Y

For

For

Carnival Corporation

CCL

143658300

4/13/2011

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, 2010.

Issuer

Y

For

For

18. To approve the fiscal 2010 compensation of the named executive officers of Carnival Corporation and Carnival plc.

Issuer

Y

For

For

19. To determine how frequently the shareholders of Carnival Corporation and Carnival plc should be provided with a non-binding advisory vote regarding the compensation of the named executive officers of Carnival Corporation and Carnival plc.

Issuer

Y

1 Yr.

For

20. To approve the Carnival plc directors’ remuneration report of Carnival plc for the year ended November 30, 2010.

Issuer

Y

For

For

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

Issuer

Y

For

For

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

Issuer

Y

For

For

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

Issuer

Y

For

For

24. To approve the Carnival Corporation 2011 stock plan.

Issuer

Y

For

For

Graco Inc.

GGG

384109104

4/21/2011

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. Advisory, non-binding resolution to approve the company’s executive compensation.

Issuer

Y

For

For

4. Advisory, non-binding vote on the frequency for which shareholders will have an advisory, non-binding vote on the company’s executive compensation.

Issuer

Y

1 Yr.

For

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

Shareholder

Y

Against

For

Bio-Rad Laboratories, Inc.

BIO

090572207

4/26/2011

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. Appvoe the company’s 2011 employee stock purchase plan.

Issuer

Y

For

For

4. Advisory vote on executive compensation.

Issuer

Y

For

For

5. Advisory vote on the frequency of executive compensation votes.

Issuer

Y

3 Yrs.

For

Aggreko plc

AGK.LN

G0116S102

4/27/2011

1. To receive the reports of the directors and auditors and to adopt the company’s accounts for the year ended December 31, 2010.

Issuer

Y

For

2. To approve the remuneration report for the year ended December 31, 2010.

Issuer

Y

For

3. To declare a final dividend on the company’s ordinary shares of 12.35 pence per share.

Issuer

Y

For

4. To re-elect P. G. Rogerson as a director of the company.

Issuer

Y

For

5. To re-elect R. C. Soames as a director of the company.

Issuer

Y

For

6. To re-elect A. G. Cockburn as a director of the company.

Issuer

Y

For

7. To re-elect G. P. Walker as a director of the company.

Issuer

Y

For

8. To re-elect W. F. Kaplan as a director of the company.

Issuer

Y

For

9. To re-elect K. Pandya as a director of the company.

Issuer

Y

For

10. To re-elect D. C. M. Hamill as a director of the company.

Issuer

Y

For

11. To re-elect R. J. MacLeod as a director of the company.

Issuer

Y

For

12. To re-elect R. J. King as a director of the company.

Issuer

Y

For

13. To re-elect K. G. Hanna as a director of the company.

Issuer

Y

For

14. To re-appoint PricewaterhouseCoopers as auditor of the company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before the company.

Issuer

Y

For

15. To authorize the audit committee of the board to determine the remuneration of the company’s auditor.

Issuer

Y

For

16. To renew the directors’ authority to allot shares.

Issuer

Y

For

17. To renew the directors’ authority to allot shares on non pre-emptive basis.

Issuer

Y

For

18. To renew the directors’ authority to purchase shares in the market.

Issuer

Y

For

19. To renew the permission of the holding of general meetings at 14 clear days’ notice.

Issuer

Y

For

Life Technologies Corporation

LIFE

53217V109

4/28/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the company for the fiscal year ending December 31, 2011.

Issuer

Y

For

For

3. Adoption of amendments to the company’s certificate of incorporation.

Issuer

Y

For

For

4. Approval of a non-binding advisory resolution regarding the compensation of the company’s named executive officers.

Issuer

Y

For

For

5. Approval of a non-binding advisory vote regarding the frequency of stockholder voting on the compensation of the company’s named executive officers.

Issuer

Y

2 Yrs.

For

Noble Corporation

NE

H5833N103

4/29/2011

1. Election of Directors

Issuer

Y

For

For

2. Approval of the 2010 annual report, the consolidated financial statements of the company for fiscal year 2010 and the statutory financial statements of the company for fiscal year 2010.

Issuer

Y

For

For

3. Approval of the creation of a reserve through appropriation of retained earnings.

Issuer

Y

For

For

4. Approval of a capital reduction by cancellation of certain shares held in treasury.

Issuer

Y

For

For

5. Approval of an extension of board authority to issue authorized share capital until April 28, 2013.

Issuer

Y

For

For

6. Approval of a return of capital in the form of a par value reduction in an amount equal to Swiss Francs 0.52 per share.

Issuer

Y

For

For

7. Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2011 and the election of PricewaterhouseCoopers AG as statutory auditor for a one-year term.

Issuer

Y

For

For

8. Approval of the discharge of the members of the board of directors and the executive officers of the company for fiscal year 2010.

Issuer

Y

For

For

9. Approval, on an advisory basis, of the compensation of the company’s named executive officers.

Issuer

Y

For

For

10. Advisory vote on frequency of the executive compensation advisory vote.

Issuer

Y

3 Yrs.

For

Manpower Inc.

MAN

56418H100

5/3/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of William Downe to serve until 2013 as a Class II director.

Issuer

Y

For

For

3. Ratification of the appointment of Patricia A. Hemingway Hall to serve until 2013 as a Class II director.

Issuer

Y

For

For

4. Ratification of Deloitte & Touche LLP as independent auditors for 2011.

Issuer

Y

For

For

5. Approval of the company’s corporate senior management annual incentive pool plan.

Issuer

Y

For

For

6. Approval of the 2011 equity incentive plan of the company.

Issuer

Y

For

For

7. Advisory vote on compensation of the named executive officers.

Issuer

Y

For

For

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

Issuer

Y

1 Yr.

For

O’Reilly Automotive, Inc.

ORLY

67103H107

5/3/2011

1. Election of Directors

Issuer

Y

For

For

2. Advisory vote on approval of compensation of executives.

Issuer

Y

For

For

3. Advisory vote on the frequency of future say on pay votes.

Issuer

Y

3 Yrs.

For

4. Ratification of the appointment of Ernst & Young LLP as independent auditors for fiscal 2011.

Issuer

Y

For

For

Heartland Express, Inc.

HTLD

422347104

5/5/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the corporation for 2011.

Issuer

Y

For

For

3. Advisory vote on named executive officer compensation.

Issuer

Y

For

For

4. Advisory vote on frequency of advisory vote on named executive officer compensation.

Issuer

Y

3 Yrs.

For

FMC Technologies, Inc.

FTI

30249U101

5/6/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of KPMG LLP for 2011.

Issuer

Y

For

For

3. To approve, by non-binding vote, the executive compensation program.

Issuer

Y

For

For

4. To recommend, by non-binding vote, the frequency of executive compensation votes.

Issuer

Y

3 Yrs.

For

5. Amend the amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 300 million to 600 million shares.

Issuer

Y

For

For

Franklin Electric Co., Inc.

FELE

353514102

5/6/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the 2011 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 conduct an advisory vote on the frequency of future votes on executive pay.

Issuer

Y

3 Yrs.

For

Lincare Holdings Inc.

LNCR

532791100

5/9/2011

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, 2011.

Issuer

Y

For

For

3. Approve an advisory resolution regarding executive compensation.

Issuer

Y

For

For

4. Approve an advisory resolution on the frequency of the advisory vote on executive compensation.

Issuer

Y

1 Yr.

For

HNI Corporation

HNI

404251100

5/10/2011

1. Election of Directors

Issuer

Y

For

For

2. Ratify the audit committee’s selection of PricewaterhouseCoopers LLP as the corporation’s independent registered public accountant for fiscal 2011.

Issuer

Y

For

For

3. Advisory vote on named executive officer compensation.

Issuer

Y

For

For

4. Advisory vote on frequency of future advisory votes on named executive officer compensation.

Issuer

Y

1 Yr.

For

Spirax-Sarco Engineering plc

SPX.LN

G83561103

5/10/2011

1. To receive the reports of the directors and auditors and to adopt the company’s accounts.

Issuer

Y

For

2. To approve the directors’ remuneration report.

Issuer

Y

For

3. To declare a final dividend.

Issuer

Y

For

4. To declare a special final dividend.

Issuer

Y

For

5. To re-elect W. H. Whiteley as a director of the company.

Issuer

Y

For

6. To re-elect M. E. Vernon as a director of the company.

Issuer

Y

For

7. To re-elect N. H. Daws as a director of the company.

Issuer

Y

For

8. To re-elect M. E. Gibbin as a director of the company.

Issuer

Y

For

9. To re-elect D. J. Meredith as a director of the company.

Issuer

Y

For

10. To re-elect A. J. Sorvin as a director of the company.

Issuer

Y

For

11. To re-elect G. Bullock as a director of the company.

Issuer

Y

For

12. To re-elect K. Rajagopal as a director of the company.

Issuer

Y

For

13. To re-elect C. G. Watson as a director of the company.

Issuer

Y

For

14. To re-appoint KPMG Audit plc as auditor of the company and to authorize the directors to determine their remuneration.

Issuer

Y

For

15. To authorize the directors’ authority to allot shares.

Issuer

Y

For

16. To authorize the directors’ authority to allot equities.

Issuer

Y

For

17. To authorize the directors’ to approve the issue of shares in lieu of cash dividends in respect of the period up to and including the date of the annual general meeting to be held in 2016 or, if earlier, May 9, 2016.

Issuer

Y

For

18. To authorize the company to purchase its own shares.

Issuer

Y

For

19. To authorize the company to call general meetings, other than annual general meetings, on not less than 14 clear days notice.

Issuer

Y

For

Helix Energy Solutions Group, Inc.

HLX

42330P107

5/11/2011

1. Election of Directors

2. Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2011

Issuer

Issuer

Y

Y

For

For