OMB APPROVAL

UNITED STATES

OMB Number:  3235-0582

SECURITIES AND EXCHANGE COMMISSION

Expires:    January 31, 2015

Washington, D.C. 20549

Estimated average burden hours per response......7.2

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:

7/1/12 to 6/30/13

(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.

Security

00508X203

Meeting Type

Annual

Ticker Symbol

ATU

Meeting Date

15-Jan-2013

ISIN

US00508X2036

Agenda

933715130 - Management

Item

Proposal

Type

Vote

For/Against
Management

1.

DIRECTOR

Management

1      ROBERT C. ARZBAECHER

For

For

2      GURMINDER S. BEDI

For

For

3      GUSTAV H.P. BOEL

For

For

4      THOMAS J. FISCHER

For

For

5      WILLIAM K. HALL

For

For

6      R. ALAN HUNTER

For

For

7      ROBERT A. PETERSON

For

For

8      HOLLY A. VAN DEURSEN

For

For

9      DENNIS K. WILLIAMS

For

For

2.

ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

3.

APPROVE AMENDMENT TO THE ACTUANT CORPORATION 2009 OMNIBUS INCENTIVE PLAN.

Management

For

For

4.

APPROVE THE COMPANY’S EXECUTIVE OFFICER BONUS PLAN.

Management

For

For

5.

RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITOR.

Management

For

For

Security

G0116S169

Meeting Type

Annual General Meeting

Ticker Symbol

Meeting Date

25-Apr-2013

ISIN

GB00B4WQ2Z29

Agenda

704341091 - Management

Item

Proposal

Type

Vote

For/Against
Management

1

Receipt of Reports and adoption of Accounts

Management

For

For

2

Approval of Remuneration Report

Management

For

For

3

Declaration of Dividend

Management

For

For

4

Election of Mr D Das

Management

For

For

5

Election of Mr A Satrazemis

Management

For

For

6

Election of Mr D J B Taylor-Smith

Management

For

For

7

Election of Ms D L P Layfield

Management

For

For

8

Election of Ms R A K McDonald

Management

For

For

9

Re-election of Mr K G Hanna

Management

For

For

10

Re-election of Mr A G Cockburn

Management

For

For

11

Re-election of Mr R C Soames

Management

For

For

12

Re-election of Mr D C M Hamill

Management

For

For

13

Re-election of Mr R J King

Management

For

For

14

Re-election of Mr R J MacLeod

Management

For

For

15

Re-appointment of auditor

Management

For

For

16

Authorise Audit Committee to determine remuneration of auditor

Management

For

For

17

Authority to allot shares

Management

For

For

18

Disapplication of pre-emption rights

Management

For

For

19

Purchase of own shares

Management

For

For

20

General meetings on 14 clear days’ notice

Management

For

For

Security

090572207

Meeting Type

Annual

Ticker Symbol

BIO

Meeting Date

23-Apr-2013

ISIN

US0905722072

Agenda

933786773 - Management

Item

Proposal

Type

Vote

For/Against
Management

1.

DIRECTOR

Management

1      LOUIS DRAPEAU

For

For

2      ALBERT J. HILLMAN

For

For

2.

PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY’S INDEPENDENT AUDITORS.

Management

For

For

Security

F1149Y109

Meeting Type

MIX

Ticker Symbol

Meeting Date

29-May-2013

ISIN

FR0010096479

Agenda

704448895 - Management

Item

Proposal

Type

Vote

For/Against
Management

CMMT

PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE

Non-Voting

CMMT

THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS ONLY: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE

Non-Voting

CMMT

PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journalofficiel.gouv.fr/pdf/2013/0422/201304221301369.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL: https://balo.journalofficiel.gouv.fr/pdf/2013/0506/201305061301908.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

Non-Voting

O.1

Approval of the corporate financial statements for the financial year ended December 31, 2012. Approval of non-tax deductible expenses and expenditures pursuant to Article 39-4 of the General Tax Code

Management

For

For

O.2

Discharge of duties to directors

Management

For

For

O.3

Approval of the consolidated financial statements for the financial year ended December 31, 2012

Management

For

For

O.4

Allocation of income for the financial year ended December 31, 2012; dividend distribution

Management

For

For

O.5

Acknowledgement of the continuation of regulated agreements entered into by the Company presented in the special report of the Statutory Auditors

Management

For

For

O.6

Authorization granted to the Board of Directors to allow the Company to purchase its own shares up to the legal limit of 10% of its capital at the maximum purchase price not to exceed EUR 100 per share, excluding fees

Management

For

For

E.7

Authorization granted to the Board of Directors to reduce share capital by cancellation of shares

Management

For

For

E.8

Amendment to Article 14-II of the Bylaws of the Company to specify that General Meeting may be held through videoconference or other telecommunication means

Management

For

For

E.9

Amendment to Article 19 of the Bylaws of the Company to allow electronic voting

Management

For

For

E.10

Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities while maintaining preferential subscription rights up to the limit of 35% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital

Management

For

For

E.11

Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities with cancellation of preferential subscription rights through public offering up to the limit of 35% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital

Management

For

For

E.12

Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company or entitling to the allotment of debt securities with cancellation of preferential subscription rights through an offer pursuant to Article L.411-2, II, paragraph II of the Monetary and Financial Code up to the limit of 20% of share capital and 500 million for securities representing debts giving immediate or deferred access by any means to capital

Management

For

For

E.13

Setting the issue price of ordinary shares and/or any securities giving access to capital in case of cancellation of preferential subscription rights up to the annual limit of 10% of capital

Management

For

For

E.14

Authorization to be granted to the Board of Directors for a 26-month period to increase the number of share, equity securities or securities giving access to capital of the Company or entitling to the allotment of debt securities to be issued in case of capital increase with or without shareholders’ preferential subscription rights up to the limit of 15% of the initial issuance and at the same price as the initial issuance

Management

For

For

E.15

Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by issuing ordinary shares or securities giving access to capital of the Company with cancellation of preferential subscription rights, in consideration for in-kind contributions granted to the Company up to the limit of 10% of capital

Management

For

For

E.16

Authorization to be granted to the Board of Directors for a 26-month period to carry out a share capital increase reserved for employees who are members of a company savings plan with cancellation of preferential subscription rights

Management

For

For

E.17

Authorization to be granted to the Board of Directors for a 26-month period to increase share capital by incorporation of reserves, profits, premiums or other amounts

Management

For

For

E.18

Overall limitation of authorizations

Management

For

For

E.19

Authorization to be granted to the Board of Directors for a 38-month period to carry out allocations of shares existing or to be issued with cancellation of shareholders’ preferential subscription rights

Management

For

For

E.20

Authorization to be granted to the Board of Directors to use the delegations referred to under the 10th to 16th and 19th resolutions subject to their adoption during period of public offering

Management

For

For

E.21

Powers to any bearer of an original of the minutes of this meeting to carry out all legal formalities

Management

For

For

Security

143130102

Meeting Type

Annual

Ticker Symbol

KMX

Meeting Date

24-Jun-2013

ISIN

US1431301027

Agenda

933822896 - Management

Item

Proposal

Type

Vote

For/Against
Management

1A

ELECTION OF DIRECTOR: RONALD E. BLAYLOCK

Management

For

For

1B

ELECTION OF DIRECTOR: RAKESH GANGWAL

Management

For

For

1C

ELECTION OF DIRECTOR: MITCHELL D. STEENROD

Management

For

For

1D

ELECTION OF DIRECTOR: THOMAS G. STEMBERG

Management

For

For

2

TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

3

TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

4

TO APPROVE AMENDMENTS TO THE CARMAX, INC. ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

Management

For

For

5

TO APPROVE AMENDMENTS TO THE CARMAX, INC. ARTICLES OF INCORPORATION TO UPDATE AND MODIFY CERTAIN PROVISIONS RELATING TO INDEMNIFICATION.

Management

For

For

Security

179895107

Meeting Type

Annual

Ticker Symbol

CLC

Meeting Date

26-Mar-2013

ISIN

US1798951075

Agenda

933734952 - Management

Item

Proposal

Type

Vote

For/Against
Management

1.

DIRECTOR

Management

1      ROBERT J. BURGSTAHLER

For

For

2      PAUL DONOVAN

For

For

3      CHRISTOPHER L. CONWAY

For

For

2.

SAY ON PAY-AN ADVISORY NON-BINDING VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.

Management

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, 2013.

Management

For

For

Security

217204106

Meeting Type

Annual

Ticker Symbol

CPRT

Meeting Date

05-Dec-2012

ISIN

US2172041061

Agenda

933698409 - Management

Item

Proposal

Type

Vote

For/Against
Management

1.

DIRECTOR

Management

1      WILLIS J. JOHNSON

For

For

2      A. JAYSON ADAIR

For

For

3      MATT BLUNT

For

For

4      STEVEN D. COHAN

For

For

5      DANIEL J. ENGLANDER

For

For

6      JAMES E. MEEKS

For

For

7      VINCENT W. MITZ

For

For

8      THOMAS N. TRYFOROS

For

For

2.

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION FOR THE YEAR ENDED JULY 31, 2012 (SAY ON PAY VOTE).

Management

For

For

3.

RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2013.

Management

For

For

Security

G28112103

Meeting Type

Annual General Meeting

Ticker Symbol

Meeting Date

19-Mar-2013

ISIN

GB0002748050

Agenda

704254488 - Management

Item

Proposal

Type

Vote

For/Against
Management

1

To receive and adopt the accounts, together with reports of the directors and auditors

Management

For

For

2

To approve the Remuneration Report

Management

For

For

3

To declare the final dividend on the ordinary shares

Management

For

For

4

To re-elect Mr P J Byrom as a director

Management

For

For

5

To re-elect Sir Mark Wrightson as a director

Management

For

For

6

To re-elect Mr P C Ruffles as a director

Management

For

For

7

To re-elect Sir David Brown as a director

Management

For

For

8

To re-elect Mr C Brinsmead as a director

Management

For

For

9

To re-elect Mr N R Bond as a director

Management

For

For

10

To re-elect Mr A C Herbert as a director

Management

For

For

11

To re-elect Mr G Havens as a director

Management

For

For

12

To approve the re-appointment of the auditors

Management

For

For

13

To authorise the directors to fix the remuneration of the auditors

Management

For

For

14

To authorise the directors to allot shares pursuant to section 551 of the Companies Act 2006

Management

For

For

15

To authorise the directors to disapply pre-emption rights pursuant to section 570 of the Companies Act 2006

Management

For

For

16

To authorise the Company to make market purchases of its own shares pursuant to section 701 of the Companies Act 2006

Management

For

For

17

To approve general meetings (other than annual general meetings) to be held on not less than 14 clear days’ notice

Management

For

For

18

To approve the SAYE Scheme

Management

For

For

19

To approve the Executive Share Option Scheme

Management

For

For

PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION NO 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

Non-Voting

Security

B3883A119

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

Meeting Date

30-Jul-2012

ISIN

BE0003820371

Agenda

703951649 - Management

Item

Proposal

Type

Vote

For/Against
Management

CMMT

IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE

Non-Voting

CMMT

MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED

Non-Voting

CMMT

PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 31 AUG 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

Non-Voting

1

Appointment of a Director - Mr. Johannes Janssen

Management

For

For

2

Issuance of warrants

Management

For

For

3

Approval of variable compensation of Mr. Johannes Janssen

Management

For

For

4