N-PX: Annual Report of proxy voting record of management investment companies
Published on August 16, 2021
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, 2020 — June 30, 2021
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
| Armstrong Flooring, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: AFI | ||||||||||
| CUSIP: | 04238R106 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 4, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Michael F. Johnston | Management | For | For | ||||||||
| Kathleen S. Lane | Management | For | For | ||||||||
| Jeffrey Liaw | Management | For | For | ||||||||
| Michael W. Malone | Management | For | For | ||||||||
| Larry S. McWilliams | Management | For | For | ||||||||
| James C. Melville | Management | For | For | ||||||||
| Michel S. Vermette | Management | For | For | ||||||||
2.To approve of an amendment to the Company's Amended and Restated Certificate of Incorporation to reduce the minimum and maximum number of directors that constitute our Board.
|
Management | For | For | ||||||||
3.To approve the Amended and Restated Armstrong Flooring, Inc. Directors Stock Unit Plan.
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Management | For | For | ||||||||
4.To approve, on an advisory basis, the compensation of the Company's named executive officers.
|
Management | For | For | ||||||||
5.To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2021.
|
Management | For | For | ||||||||
| Alta Equipment Group, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: ALTG | ||||||||||
| CUSIP: | 02128L106 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 9, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Daniel Shribman | Management | For | For | ||||||||
| Katherine E. White | Management | For | For | ||||||||
2.Ratify the appointment of UHY LLP as our independent registered public accounting firm for 2021.
|
Management | For | For | ||||||||
| Babcock & Wilcox Enterprises, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: BW | ||||||||||
| CUSIP: | 05614L209 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 20, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Approval of amendment to Certificate of Incorporation to declassify Board of Directors and provide for annual elections of all directors beginning in 2023.
|
Management | For | For | ||||||||
2A. If proposal 1 is approved, the election of the nominee listed as Class I director for a term of two years: Henry E. Bartoli |
Management | For | For | ||||||||
2B. If proposal 1 is approved, the election of the nominee listed as Class I director for a term of two years: Philip D. Moeller |
Management | For | For | ||||||||
3A. If proposal 1 is not approved, the election of the nominee listed as Class III director for a term of three years: Henry E. Bartoli |
Management | -- | -- | ||||||||
3A. If proposal 1 is not approved, the election of the nominee listed as Class III director for a term of three years: Philip D. Moeller |
Management | -- | -- | ||||||||
4.Approval of amendment to Certificate of Incorporation to remove provisions requiring affirmative vote of at least 80% of voting power for certain amendments to the Company's Certificate of Incorporation and Bylaws.
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Management | For | For | ||||||||
5.Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2021.
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Management | For | For | ||||||||
6.Approval, on a non-binding advisory basis, of executive compensation.
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Management | For | For | ||||||||
7.Approval of the 2021 Long-Term Incentive Plan.Approval of the 2021 Long-Term Incentive Plan.
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Management | For | For | ||||||||
| CECO Environmental Corp. | |||||||||||
| Exchange and Symbol: | NASDAQ: CECE | ||||||||||
| CUSIP: | 125141101 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 25, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Jason DeZwirek | Management | For | For | ||||||||
| Eric M. Goldberg | Management | For | For | ||||||||
| David B. Liner | Management | For | For | ||||||||
| Claudio A. Mannarino | Management | For | For | ||||||||
| Munish Nanda | Management | For | For | ||||||||
| Jonathan Pollack | Management | For | For | ||||||||
| Valerie Gentile Sachs | Management | For | For | ||||||||
| Todd Gleason | Management | For | For | ||||||||
2.To approve, on an advisory basis, the compensation paid to the Company's named executive officers.
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Management | For | For | ||||||||
3.To approve the CECO Environmental Corp. 2021 Equity and Incentive Compensation Plan.
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Management | For | For | ||||||||
4.To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021.
|
Management | For | For | ||||||||
| Lantronix, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: LTRX | ||||||||||
| CUSIP: | 516548203 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | November 3, 2020 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Paul Pickle | Management | For | For | ||||||||
| Bernhard Bruscha | Management | For | For | ||||||||
| Margaret A. Evashenk | Management | For | For | ||||||||
| Paul F. Folino | Management | For | For | ||||||||
| Hoshi Printer | Management | For | For | ||||||||
2.Ratification of the appointment of Squar Milner LLP as Lantronix's independent registered public accountants for the fiscal year ending June 30, 2021.
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Management | For | For | ||||||||
3.Approval, on an advisory basis, of the compensation of Lantronix's named executive officers.
|
Management | For | For | ||||||||
4.Approval of the Lantronix, Inc. 2020 Performance Incentive Plan
|
Management | For | For | ||||||||
| Everspin Technologies, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: MRAM | ||||||||||
| CUSIP: | 30041T104 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 20, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Geoffrey R. Tate | Management | For | For | ||||||||
| Darin Billerbeck | Management | For | For | ||||||||
| Lawrence G. Finch | Management | For | For | ||||||||
| Michael B. Gustafson | Management | For | For | ||||||||
| Geoffrey Ribar | Management | For | For | ||||||||
2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Management | For | For | ||||||||
3.To approve an amendment to the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan to increase the number of authorized shares under the plan.
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Management | For | For | ||||||||
| Potbelly Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: PBPB | ||||||||||
| CUSIP: | 73754Y100 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 20, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Vann Avedisian | Management | For | For | ||||||||
| Joseph Boehm | Management | For | For | ||||||||
| Adrian Butler | Management | For | For | ||||||||
| Marla Gottschalk | Management | For | For | ||||||||
| David Head | Management | For | For | ||||||||
| David Near | Management | For | For | ||||||||
| Benjamin Rosenzweig | Management | For | For | ||||||||
| Todd Smith | Management | For | For | ||||||||
| Robert D. Wright | Management | For | For | ||||||||
2.Ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 26, 2021.
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Management | For | For | ||||||||
3.A non-binding, advisory vote on a resolution to approve the 2020 compensation of the Company's named executive officers.
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Management | For | For | ||||||||
| Perion Network Ltd. | |||||||||||
| Exchange and Symbol: | NASDAQ: PERI | ||||||||||
| ISIN: | IL0010958192 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | December 23, 2020 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Mr. Michael Vorhaus | Management | For | For | ||||||||
| Ms. Joy Marcus | Management | For | For | ||||||||
2.To approve the amendment of equity-based compensation terms of the Company's non-executive directors and chairperson, as well as a special one- time grant for Mr. Kaplan, our chairperson of the Board, as detailed in the Proxy Statement, dated November 16, 2020.
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Management | For | For | ||||||||
3.To approve amendments to the terms of employment of Mr. Doron Gerstel, Company's Chief Executive Officer, as detailed in the Proxy Statement, dated November 16, 2020.
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Management | For | For | ||||||||
4.To approve the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent public auditors of the Company for the year ending on December 31, 2020, and until the next annual general meeting of shareholders, and to authorize the board of directors, upon the recommendation of the audit committee of the Company, to determine the compensation of said independent auditors in accordance with the volume and nature of their services.
|
Management | For | For | ||||||||
| PFSweb, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: PFSW | ||||||||||
| CUSIP: | 717098206 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 27, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| 1.1 David I. Beatson | Management | For | For | ||||||||
| 1.1 Monica Luechtefeld | Management | For | For | ||||||||
| 1.2 Shinichi Nagakura | Management | For | For | ||||||||
| 1.3 Benjamin Rosenzweig | Management | For | For | ||||||||
| 1.4 Robert Frankfurt | Management | For | For | ||||||||
| 1.5 Mercedes De Luca | Management | For | For | ||||||||
| 1.7 Michael C. Willoughby | Management | For | For | ||||||||
2.To approve, on a non-binding, advisory basis, the compensation of the Company's Named Executive Officers.
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Management | For | For | ||||||||
3.To approve an amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 1,000,000 shares.
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Management | For | For | ||||||||
4.To approve an amendment to the Rights Agreement with Computershare Shareowner Services, LLC.
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Management | For | For | ||||||||
5.To ratify the appointment of BDO USA, LLP as the Company's independent auditors for the fiscal year ended December 31, 2021.
|
Management | For | For | ||||||||
| Quantum Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: QMCO | ||||||||||
| CUSIP: | 747906501 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | August 18, 2020 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| John A. Fichthorn | Management | For | For | ||||||||
| James J. Lerner | Management | For | For | ||||||||
| Raghavendra Rau | Management | For | For | ||||||||
| Marc E. Rothman | Management | For | For | ||||||||
| Rebecca J. Jacoby | Management | For | For | ||||||||
2.Proposal to ratify the appointment of Armanino LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2021.
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Management | For | For | ||||||||
3.Proposal to adopt a resolution approving, on an advisory basis, the compensation of the Company's named executive officers.
|
Management | For | For | ||||||||
| comScore, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SCOR | ||||||||||
| CUSIP: | 20564W105 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 10, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| Irwin Gotlieb | Management | For | For | ||||||||
| William Livek | Management | For | For | ||||||||
| Brent Rosenthal | Management | For | For | ||||||||
2.The approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers.
|
Management | For | For | ||||||||
3.The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
|
Management | For | For | ||||||||
| Synchronoss Technologies, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SNCR | ||||||||||
| CUSIP: | 87157B103 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 10, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Stephen G. Waldis | Management | For | For | ||||||||
| William J. Cadogan | Management | For | For | ||||||||
2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
|
Management | For | For | ||||||||
3.To approve on a non-binding advisory basis the compensation of the Company's named executive officers.
|
Management | For | For | ||||||||
4.To approve the amendment and restatement of the Company's 2015 Equity Incentive Plan.
|
Management | For | For | ||||||||
| Sonim Technologies, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SONM | ||||||||||
| CUSIP: | 83548F101 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | September 29, 2020 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
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| John Kneuer | Management | For | For | ||||||||
| Maurice Hochschild | Management | Withhold | Withhold | ||||||||
| Thomas Wilkinson | Management | For | For | ||||||||
| Jeffrey D. Johnson | Management | Withhold | Withhold | ||||||||
| Susan G. Swenson | Management | For | For | ||||||||
| Kenny Young | Management | For | For | ||||||||
| Alan Howe | Management | For | For | ||||||||
2.To approve an amendment to the Company's 2019 Equity Incentive Plan, as amended, to increase the aggregate number of shares of common stock authorized for issuance under the plan by 3,000,000 shares (on a pre-reverse stock split basis).
|
Management | For | For | ||||||||
3.To approve an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's common stock pursuant to which any whole number of outstanding shares between and including 2 and 12 shares would be combined, converted and changed into one share of common stock, with the final exchange ratio to be determined by the Board of Directors in its discretion.
|
Management | For | For | ||||||||
4.To ratify the selection by the Audit Committee of the Board of Directors of Moss Adams as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.
|
Management | For | For | ||||||||
| Synalloy Corp | |||||||||||
| Exchange and Symbol: | NASDAQ: SYNL | ||||||||||
| CUSIP: | 871565107 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 19, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Henry L. Guy | Management | For | For | ||||||||
| Christopher G. Hutter | Management | For | For | ||||||||
| Benjamin Rosenzweig | Management | For | For | ||||||||
| John P. Schauerman | Management | For | For | ||||||||
2.Advisory vote on the compensation of our named executive officers.
|
Management | For | For | ||||||||
3.Approval of an increase in the number of shares of Company stock reserved for issuance under the Company's 2015 Stock Plan.
|
Management | For | For | ||||||||
4.The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021.
|
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 16, 2021 | ||||