United States
Securities and Exchange Commission
Washington, DC 20549

Form N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY

Investment Company Act file number 811-21487

RMK STRATEGIC INCOME FUND, INC.
(Exact name of registrant as specified in Charter)

THREE WORLD FINANCIAL CENTER, 200 VESEY STREET, 10TH FLOOR,
NEW YORK, NY 10281
(Address of principal executive officers) (Zip code)

JOHN J. FEENEY, JR., PRESIDENT
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 10TH FLOOR
NEW YORK, NEW YORK 10281-1010
(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-HYPERION

Date of fiscal year end: 03/31

Date of reporting period: July 1, 2007 – June 30, 2008

ITEM 1.  PROXY VOTING RECORD

**
 
 

 
======================== RMK STRATEGIC INCOME FUND INC. ======================== AIRCASTLE LTD Ticker: AYR Security ID: G0129K104 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph P. Adams, Jr. For For Management 1.2 Elect Director John Z. Kukral For For Management 1.3 Elect Director Ronald L. Merriman For For Management 2 APPOINT ERNST & YOUNG LLP AS THE COMPANY For For Management S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE COMPANY S FINANCIAL STATEMENTS FOR FISCAL YEAR 2008 AND AUTHORIZE THE DIRECTORS OF AIRCASTLE LIMITED, ACTING BY THE AUDIT COMMITTEE. -------------------------------------------------------------------------------- ARCELOR MITTAL N.V. Ticker: MT Security ID: 03937E101 Meeting Date: AUG 28, 2007 Meeting Type: Special Record Date: AUG 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO MERGE MITTAL STEEL COMPANY For For Management N.V. INTO ARCELORMITTAL AS CONTEMPLATED BY THE MERGER PROPOSAL (VOORSTEL TOT FUSIE) AND THE EXPLANATORY MEMORANDUM (TOELICHTING OP HET VOORSTEL TOT FUSIE) DATED AS OF JUNE 25, 2007, INCLUDING THE AUTHORITY OF THE BO -------------------------------------------------------------------------------- CASTLEPOINT HOLDINGS LTD Ticker: CPHL Security ID: G19522112 Meeting Date: JUL 30, 2007 Meeting Type: Annual Record Date: JUN 12, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert S. Smith For For Management 2 APPROVAL OF 1,000,000 ADDITIONAL SHARES For For Management FOR OUR 2006 LONG-TERM EQUITY PLAN. 3 AMENDMENT OF OUR BYE-LAWS TO AUTHORIZE For Against Management THE BOARD TO DETERMINE THE NUMBER OF AUTHORIZED DIRECTORS. 4 RECLASSIFICATION OF TERMS OF OUR BOARD OF For For Management DIRECTORS. 5 REDUCTION OF SHARE PREMIUM AND CREDIT OF For For Management CONTRIBUTED SURPLUS ACCOUNT WITH THE DIFFERENCE. 6 Ratify Auditors For For Management 7 AUTHORIZATION OF ELECTION OF DIRECTORS OF For For Management CASTLEPOINT REINSURANCE COMPANY, LTD. 8 Ratify Auditors For For Management 9 AUTHORIZATION OF ELECTION OF DIRECTORS OF For For Management CASTLEPOINT BERMUDA HOLDINGS, LTD. 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- CIRRUS LOGIC, INC. Ticker: CRUS Security ID: 172755100 Meeting Date: JUL 27, 2007 Meeting Type: Annual Record Date: MAY 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Hackworth For Withhold Management 1.2 Elect Director D. James Guzy For Withhold Management 1.3 Elect Director Suhas S. Patil For For Management 1.4 Elect Director Walden C. Rhines For Withhold Management 1.5 Elect Director Jason P. Rhode For For Management 1.6 Elect Director William D. Sherman For Withhold Management 1.7 Elect Director Robert H. Smith For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS CO. Ticker: CZN Security ID: 17453B101 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen Q. Abernathy For For Management 1.2 Elect Director Leroy T. Barnes, Jr. For For Management 1.3 Elect Director Peter C.B. Bynoe For For Management 1.4 Elect Director Michael T. Dugan For For Management 1.5 Elect Director Jeri B. Finard For For Management 1.6 Elect Director Lawton Wehle Fitt For For Management 1.7 Elect Director William M. Kraus For For Management 1.8 Elect Director Howard L. Schrott For For Management 1.9 Elect Director Larraine D. Segil For For Management 1.10 Elect Director David H. Ward For For Management 1.11 Elect Director Myron A. Wick, III For For Management 1.12 Elect Director Mary Agnes Wilderotter For For Management 2 Change Company Name For For Management 3 Replace Enumerated Purposes Clause For For Management 4 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- DIAMOND OFFSHORE DRILLING, INC. Ticker: DO Security ID: 25271C102 Meeting Date: MAY 20, 2008 Meeting Type: Annual Record Date: MAR 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James S. Tisch For Withhold Management 1.2 Elect Director Lawrence R. Dickerson For Withhold Management 1.3 Elect Director John R. Bolton For For Management 1.4 Elect Director Charles L. Fabrikant For Withhold Management 1.5 Elect Director Paul G. Gaffney II For For Management 1.6 Elect Director Herbert C. Hofmann For Withhold Management 1.7 Elect Director Arthur L. Rebell For Withhold Management 1.8 Elect Director Raymond S. Troubh For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- EVERGREEN ENERGY INC Ticker: EEE Security ID: 30024B104 Meeting Date: JUL 10, 2007 Meeting Type: Annual Record Date: JUN 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Stanford M. Adelstein For For Management 2 Elect Robert S. Kaplan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- FAIRPOINT COMMUNICATIONS, INC Ticker: FRP Security ID: 305560104 Meeting Date: AUG 22, 2007 Meeting Type: Annual Record Date: JUL 5, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2.1 Elect Director David L. Hauser For For Management 3 Ratify Auditors For For Management 4 Adjourn Meeting For For Management -------------------------------------------------------------------------------- HORSEHEAD HOLDING CORP. Ticker: ZINC Security ID: 440694107 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: APR 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Van Roden For For Management 1.2 Elect Director Jack Shilling For For Management -------------------------------------------------------------------------------- INPHONIC INC Ticker: INPC Security ID: 45772G105 Meeting Date: JUL 18, 2007 Meeting Type: Annual Record Date: JUN 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack F. Kemp For For Management 1.2 Elect Director John Sculley For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MFA MORTGAGE INVESTMENTS INC Ticker: MFA Security ID: 55272X102 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen R. Blank For For Management 1.2 Elect Director Edison C. Buchanan For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- NNN REALTY ADVISORS INC. Ticker: Security ID: 62935Q102 Meeting Date: DEC 6, 2007 Meeting Type: Special Record Date: OCT 26, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management -------------------------------------------------------------------------------- ORION MARINE GROUP INC Ticker: OMGI Security ID: 68628V308 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: APR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas N. Amonett For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- RESOURCE CAPITAL CORP. Ticker: RSO Security ID: 76120W302 Meeting Date: JUL 25, 2007 Meeting Type: Annual Record Date: JUN 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Walter T. Beach For For Management 1.2 Elect Director Edward E. Cohen For For Management 1.3 Elect Director Jonathan Z. Cohen For For Management 1.4 Elect Director William B. Hart For For Management 1.5 Elect Director Gary Ickowicz For For Management 1.6 Elect Director Murray S. Levin For For Management 1.7 Elect Director P. Sherrill Neff For For Management 2 Approve Omnibus Stock Plan For For Management 3 Other Business For Against Management -------------------------------------------------------------------------------- STAR ASIA FIN LTD Ticker: Security ID: 855082103 Meeting Date: FEB 4, 2008 Meeting Type: Special Record Date: JAN 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 IN ACCORDANCE WITH ARTICLE 40 OF THE For Against Management COMPANY S ARTICLES OF ASSOCIATION AND SECTION 37(1)(A) OF THE COMPANIES (GUERNSEY) LAW, 1994 (AS AMENDED), THE AUTHORISED SHARE CAPITAL OF THE COMPANY BE INCREASED, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2 CONDITIONAL UPON RESOLUTION 1 HAVING BEEN For Against Management PASSED BY THE REQUIRED MAJORITY, THE DIRECTORS BE GRANTED ABSOLUTE DISCRETION TO DETERMINE THE RIGHTS ATTACHING TO THE CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES IN ACCORDANCE WITH ARTICLE 5 OF THE COMPA 3 CONDITIONAL UPON RESOLUTION 2 HAVING BEEN For Against Management PASSED BY THE REQUISITE MAJORITY AND THE COMPANY SUCCESSFULLY ISSUING AND RECEIVING FULL CONSIDERATION FOR SUCH NUMBER OF THE CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES AS THE DIRECTORS DETERMINE TO ISSU 4 CONDITIONAL UPON RESOLUTION 2 HAVING BEEN For Against Management PASSED BY THE REQUISITE MAJORITY AND THE COMPANY SUCCESSFULLY ISSUING AND RECEIVING FULL CONSIDERATION FOR SUCH NUMBER OF THE CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES AS THE DIRECTORS IN THE ABSOLUTE D -------------------------------------------------------------------------------- STAR ASIA FIN LTD Ticker: Security ID: 855082103 Meeting Date: JUN 25, 2008 Meeting Type: Annual Record Date: MAY 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVE ANNUAL FINANCIAL STATEMENTS FOR For For Management THE PERIOD FROM 21ST FEBRUARY 2007 (INCEPTION) TO 31ST DECEMBER 2007 2.1 ELECT NORIO SAIDA AS A DIRECTOR For Withhold Management 2.2 ELECT PETER DI CIERO AS A DIRECTOR For Withhold Management 2.3 ELECT TALMAI MORGAN AS A DIRECTOR For Withhold Management 2.4 ELECT PATRICK FIRTH AS A DIRECTOR For Withhold Management 2.5 ELECT DANIEL COHEN AS A DIRECTOR For Withhold Management 2.6 ELECT DAVID JARVIS AS A DIRECTOR For Withhold Management 2.7 ELECT DIRECTOR MALCOLM MACLEAN IV AS A For Withhold Management DIRECTOR 3 RE-APPOINT ERNST & YOUNG LLP AS For For Management INDEPENDENT AUDITORS FOR 2008 AND FIX THEIR COMPENSATION -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO. Ticker: TSM Security ID: 874039100 Meeting Date: JUN 13, 2008 Meeting Type: Annual Record Date: APR 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ACCEPT 2007 BUSINESS REPORT AND For For Management FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR DISTRIBUTION For For Management OF 2007 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF 2007 For For Management DIVIDENDS, 2007 EMPLOYEE PROFIT SHARING, AND CAPITAL SURPLUS. -------------------------------------------------------------------------------- WINDSTREAM CORP. Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol B. Armitage For For Management 1.2 Elect Director Samuel E. Beall, III For For Management 1.3 Elect Director Dennis E. Foster For For Management 1.4 Elect Director Francis X. Frantz For For Management 1.5 Elect Director Jeffery R. Gardner For For Management 1.6 Elect Director Jeffrey T. Hinson For For Management 1.7 Elect Director Judy K. Jones For For Management 1.8 Elect Director William A. Montgomery For For Management 1.9 Elect Director Frank E. Reed For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation ==



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.

(Registrant)  RMK STRATEGIC INCOME FUND, INC.
 
 
By (Signature and Title)    /s/  John J. Feeney, Jr. 
    John J. Feeney, Jr., President 
 
Date: August 25, 2008
 
 

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