N-PX: Annual Report of proxy voting record of management investment companies
Published on August 10, 2020
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 811-07074
180 Degree Capital Corp.
(Exact name of registrant as specified in charter)
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Address of principal executive offices) (Zip code)
Daniel B. Wolfe
President and Chief Financial Officer
180 Degree Capital Corp.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Name and address of agent for service)
Registrant’s telephone number, including area code: 973-746-4500
Date of fiscal year end: December 31
Date of reporting period: July 1, 2019 — June 30, 2020
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Proxy Voting Record
| EMCORE Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ:EMKR | ||||||||||
| CUSIP: | 290846203 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | March 20, 2020 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Rex. S. Jackson | Management | Withhold | Against | ||||||||
| Jeffrey Rittichier | Management | Withhold | Against | ||||||||
| Bruce E. Grooms | Management | For | For | ||||||||
| Noel Heiks | Management | For | For | ||||||||
2.To ratify the appointment of KMPG LLP as EMCORE's independent registered public accounting firm for the fiscal year ending September 30, 2020.
|
Management | For | For | ||||||||
3.To approve, on an advisory basis, the executive compensation of EMCORE's Named Executive Officers.
|
Management | For | For | ||||||||
| Iteris, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ:ITI | ||||||||||
| CUSIP: | 46564T107 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | September 12, 2019 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
Management | For | For | ||||||||
| Joe Bergera | Management | For | For | ||||||||
| Kevin C. Daly | Management | For | For | ||||||||
| Scott E. Deeter | Management | For | For | ||||||||
| Gerald M. Mooney | Management | For | For | ||||||||
| Laura L. Siegal | Management | For | For | ||||||||
| Thomas L. Thomas | Management | For | For | ||||||||
| Mikel H. Williams | Management | For | For | ||||||||
2.Approve, by advisory vote, the compensation of named executive officers
|
Management | For | For | ||||||||
3.Approve, by advisory vote, the frequency of conducting future advisory votes on the compensation of named executive officers.
|
Management | 1 Year | Management recommended 3 years | ||||||||
4.Approve, by advisory vote, the stockholder proposal on long-term incentive compensation policy.
|
Stockholder | For | Management abstained | ||||||||
5.Ratify selection of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending March 31, 2020.
|
Management | For | For | ||||||||
| Lantronix, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: LTRX | ||||||||||
| CUSIP: | 516548203 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | November 5, 2019 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Paul Pickle | Management | For | For | ||||||||
| Bernhard Bruscha | Management | For | For | ||||||||
| Bruce C. Edwards | Management | For | For | ||||||||
| Margaret A. Evashenk | Management | For | For | ||||||||
| Paul F. Folino | Management | For | For | ||||||||
| Martin Hale, Jr. | Management | For | For | ||||||||
| Hoshi Printer | Management | For | For | ||||||||
2.To ratify the appointment of Squar Milner LLP as Lantronix's independent registered public accountants for the fiscal year ending June 30, 2020.
|
Management | For | For | ||||||||
3.Advisory approval of the compensation of Lantronix's named executive officers.
|
Management | For | For | ||||||||
4.Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of named executive officers.
|
Management | 1 Year | 1 Year | ||||||||
| Potbelly Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: PBPB | ||||||||||
| CUSIP: | 73754Y100 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 24, 2020 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Class II Directors
|
|||||||||||
| Adrian Butler | Management | For | For | ||||||||
| Joseph Boehm | Management | For | For | ||||||||
| Susan Chapman-Hughes | Management | Withhold | Against | ||||||||
| Dan Ginsberg | Management | Withhold | Against | ||||||||
| Maria Gottschalk | Management | For | For | ||||||||
| David Head | Management | For | For | ||||||||
| Alan Johnson | Management | For | For | ||||||||
| David Near | Management | For | For | ||||||||
| Benjamin Rosenzweig | Management | For | For | ||||||||
| Todd Smith | Management | For | For | ||||||||
2.To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 27, 2020.
|
Management | For | For | ||||||||
3.Approve, as an advisory vote, the 2019 compensation of the named executive officers.
|
Management | For | For | ||||||||
4.Approve the amendment and restatement of the Potbelly Corporation 2019 Long-Term Incentive Plan.
|
Management | For | For | ||||||||
| Quantum Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: QMCO | ||||||||||
| CUSIP: | 747906501 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | November 13, 2019 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Class II Directors
|
|||||||||||
| John A. Fichthorn | Management | For | For | ||||||||
| James J. Lerner | Management | For | For | ||||||||
| Raghavendra Rau | Management | For | For | ||||||||
| Marc E. Rothman | Management | For | For | ||||||||
| Eric B. Singer | Management | For | For | ||||||||
2.To ratify the selection of Armanino LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2020.
|
Management | For | For | ||||||||
3.Approve, as an advisory vote, the compensation of the named executive officers.
|
Management | For | For | ||||||||
4.Approve an amended and restated 2012 Long-Term Incentive Plan.
|
Management | For | For | ||||||||
5.Approve an amended and restated Employee Stock Purchase Plan.
|
Management | For | For | ||||||||
| Synacor, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SYNC | ||||||||||
| CUSIP: | 871561106 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 15, 2020 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Class III Director
|
|||||||||||
| Kevin M. Rendino | Management | For | For | ||||||||
2.To ratify the appointment by the Audit Committee of the Board of Directors of Grant Thornton LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.
|
Management | For | For | ||||||||
3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
|
Management | For | For | ||||||||
| TheStreet, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ:TST | ||||||||||
| CUSIP: | 88368Q202 | ||||||||||
| Shareholder Meeting Type: | Special Meeting | ||||||||||
| Shareholder Meeting Date: | August 7, 2019 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Adopt the Agreement and Plan of Merger, dated as of June 11, 2019, as amended by Amendment No. 1, dated July 12, 2019 (as may be amended from time to time, the "Merger Agreement", by and among TheStreet, Inc., Maven, Inc. and TST Acquisition Co., Inc.
|
Management | For | For | ||||||||
2.Approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of TheStreet, Inc.'s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement.
|
Management | For | For | ||||||||
3.Approve an adjournment of the sepcial meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting.
|
Management | For | For | ||||||||
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: | 180 Degree Capital Corp. | ||||
| By: | /s/ Daniel B. Wolfe | ||||
| Daniel B. Wolfe | |||||
| President and Chief Financial Officer | |||||
| Date: | August 10, 2020 | ||||