N-PX: Annual Report of proxy voting record of management investment companies
Published on August 19, 2022
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, 2021 — June 30, 2022
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
| Alta Equipment Group, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: ALTG | ||||||||||
| CUSIP: | 02128L106 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 9, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Ryan Greenawalt | Management | For | For | ||||||||
| Zachary Savas | Management | For | For | ||||||||
| Andrew Studdert | Management | For | For | ||||||||
2.Ratify the appointment of UHY LLP as our independent registered public accounting firm for 2022
|
Management | For | For | ||||||||
| 3. Approve, in non-binding advisory vote, the compensation paid to our executive officers | Management | For | For | ||||||||
| 4. Determine, in a non-binding advisory vote, whether a non-binding advisory stockholder vote to approve the compensation paid to named executive officers should occur every one, two, or three years | Management | For: 1 Year | For: 1 Year | ||||||||
| 5. Approve the Alta Equipment Group, Inc. 2022 Employee Stock Purchase Plan | Management | For | For | ||||||||
| TheMaven, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: AREN | ||||||||||
| ISIN: | 040044109 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 1, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors
|
|||||||||||
| Ross Levinsohn | Management | For | For | ||||||||
| Todd Sims | Management | For | For | ||||||||
| Daniel Shribman | Management | For | For | ||||||||
| Carlo Zola | Management | For | For | ||||||||
| Christopher Petzel | Management | For | For | ||||||||
| Laura Lee | Management | For | For | ||||||||
| H. Hunt Allred | Management | For | For | ||||||||
2.To approve our 2022 Equity Incentive Plan
|
Management | For | For | ||||||||
3.To ratify an extension of our stockholder rights plan
|
Management | For | For | ||||||||
4.To approve an amendment to our Chief Financial Officer's ("CFO"), Douglas Smith, outside-plan option agreements
|
Management | For | For | ||||||||
| 5. To ratify the selection of Marcum LLP, as the independent registered public accounting firm | Management | For | For | ||||||||
| Babcock & Wilcox Enterprises, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: BW | ||||||||||
| CUSIP: | 05614L209 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 19, 2022 | ||||||||||
| 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 2024
|
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: Joseph A. Tato |
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: Kenneth M. Young |
Management | For | For | ||||||||
3A. If proposal 1 is not approved, the election of the nominee listed as Class I director for a term of three years: Joseph A. Tato |
Management | For | For | ||||||||
3B. If proposal 1 is not approved, the election of the nominee listed as Class I director for a term of three years: Kenneth M. Young |
Management | For | For | ||||||||
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
|
Management | For | For | ||||||||
5.Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2022
|
Management | For | For | ||||||||
6.Approval, on a non-binding advisory basis, of executive compensation
|
Management | For | For | ||||||||
7.Approval of the Amendment to the 2021 Long-Term Incentive Plan
|
Management | For | For | ||||||||
8. Recommend, by a non-binding advisory vote, the frequency of future advisory votes on named excutive officer compensation |
Management | For: 1 Year | For: 1 Year | ||||||||
| Commercial Vehicle Group, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: CVGI | ||||||||||
| CUSIP: | 202608105 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 19, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Director to hold office until the 2023 Annual Meeting of Stockholders:
|
|||||||||||
| (a) Harold C. Bevis | Management | For | For | ||||||||
| (b) Roger L. Fix | Management | For | For | ||||||||
| (c) Ruth Gratzke | Management | For | For | ||||||||
| (d) Robert C. Griffin | Management | For | For | ||||||||
| (e) J. Michael Nauman | Management | For | For | ||||||||
| (f) Wayne M. Rancourt | Management | For | For | ||||||||
| (g) James R. Ray | Management | For | For | ||||||||
2.A non-binding advisory vote on the compensation of the Company's named executive officers
|
Management | For | For | ||||||||
3.A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022
|
Management | For | For | ||||||||
| Envela Corporation | |||||||||||
| Exchange and Symbol: | NYSE: ELA | ||||||||||
| CUSIP: | 29402E102 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 3, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Director:
|
|||||||||||
| (1) John R. Loftus | Management | For | For | ||||||||
| (2) Jim R. Ruth | Management | For | For | ||||||||
| (3) Alexandra C. Griffin | Management | For | For | ||||||||
| (4) Allison M. DeStefano | Management | For | For | ||||||||
| (5) Richard D. Schepp | Management | For | For | ||||||||
2.To approve and ratification of Whitley Penn, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022
|
Management | For | For | ||||||||
3.To approve, by a non-binding advisory vote, the resolution approving named executive officer compensation ("Say on Pay Vote")
|
Management | For | For | ||||||||
4.To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future name executive officer compensation ("Say when on Pay Vote")
|
Management | 1 Years | Against: 3 Years | ||||||||
5. The adjournment of the annual meeting, if necessary, to solicit additional proxies in favor of 1 through 4 |
Management | For | For | ||||||||
| Enzo Biochem, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: ENZ | ||||||||||
| CUSIP: | 294100102 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | March 31, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.To amend the certificate of incorporation, as amended, as indicated in the six sub-proposals below (collectively, the "Charter Proposals"):
|
|||||||||||
| (a) to change the purpose of the Company to carry on any lawful business (the "Charter Proposal") | Management | For | For | ||||||||
| (b) to declassify the Company’s board of directors (the "Board") (the "Charter Proposal") | Management | For | For | ||||||||
| (c) to remove Article 7 regarding the Company's first accounting period for 1976 (the "Charter Proposal") | Management | For | For | ||||||||
| (d) to change the required shareholder vote for approval of mergers, asset sales, and dissolution from two-thirds to majority vote (the "Charter Proposal") | Management | For | For | ||||||||
| (e) to change the required shareholder vote for amendments to the Certificate of Incorporation to a majority vote (the "Charter Proposal") | Management | For | For | ||||||||
| (f) to change the required vote for amendments to our Amended and Restated By-Laws (“By-Laws”) to either majority board approval or majority shareholder approval (the "Charter Proposal") | Management | For | For | ||||||||
2.If the shareholders approve Proposal 1(b) to eliminate classification of the Board, to elect Hamid Erfanian and Bradley L. Radoff each to serve on our Board for a term ending as of our 2022 annual meeting of shareholders, and until each such director’s successor is duly elected and qualified, or if the shareholders do not approve Proposal 1(b) to eliminate classification of the Board, to elect Hamid Erfanian and Bradley L. Radoff each to serve as the Class I Directors, to hold office for a term of three (3) years or until their successors have been duly elected and qualified
|
Management | For | For | ||||||||
3.To approve, by a nonbinding advisory vote, the compensation of the Company’s Named Executive Officers (the "Advisory Proposal")
|
Management | For | For | ||||||||
4.To ratify the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2022 (the "Auditor Proposal")
|
Management | For | For | ||||||||
| Intevac, Inc. | |||||||||||
| Exchange and Symbol: | NYSE: ELA | ||||||||||
| CUSIP: | 461148108 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 18, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Director:
|
|||||||||||
| David S. Dury | Management | For | For | ||||||||
| Nigel D. Hunton | Management | For | For | ||||||||
| Kevin D. Barber | Management | For | For | ||||||||
| Dorothy D. Hayes | Management | For | For | ||||||||
| Michele F. Klein | Management | For | For | ||||||||
| Mark P. Popovich | Management | For | For | ||||||||
2.Proposal to ratify the appointment of BPM LLP as independent public accountants of Intevac for the fiscal year ending December 31, 2022
|
Management | For | For | ||||||||
3.Proposal to approve by a non-binding, advisory basis, the, executive compensation of the Company's named executive officers
|
Management | For | For | ||||||||
| Lantronix, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: LTRX | ||||||||||
| CUSIP: | 516548203 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | November 8, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Paul Pickle | Management | For | For | ||||||||
| Margaret A. Evashenk | Management | For | For | ||||||||
| Paul F. Folino | Management | For | For | ||||||||
| Heidi Nguyen | Management | For | For | ||||||||
| Hoshi Printer | Management | For | For | ||||||||
2.Ratification of the appointment of Baker Tilly US, LLP as Lantronix's independent registered public accountants for the fiscal year ending June 30, 2022
|
Management | For | For | ||||||||
3.Approval, on an advisory basis, of the compensation of Lantronix's named executive officers
|
Management | For | For | ||||||||
| Potbelly Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: PBPB | ||||||||||
| CUSIP: | 73754Y100 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | May 19, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Vann Avedisian | Management | For | For | ||||||||
| Joseph Boehm | Management | For | For | ||||||||
| Adrian Butler | Management | For | For | ||||||||
| David Head | Management | For | For | ||||||||
| David Near | Management | For | For | ||||||||
| David Pearson | Management | For | For | ||||||||
| Todd Smith | Management | For | For | ||||||||
| Jill Sutton | 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 25, 2022
|
Management | For | For | ||||||||
3.A non-binding, advisory vote on a resolution to approve the 2021 compensation of the Company's named executive officers
|
Management | For | For | ||||||||
| TheMaven, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: MVEN | ||||||||||
| ISIN: | 88339B102 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | October 7, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Ross Levinsohn | Management | For | For | ||||||||
| Daniel Shribman | Management | For | For | ||||||||
| Todd Sims | Management | For | For | ||||||||
| Carlo Zola | Management | For | For | ||||||||
| Christopher Petzel | Management | For | For | ||||||||
| Laura Lee | Management | For | For | ||||||||
| H. Hunt Allred | Management | For | For | ||||||||
2.To approve the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate") to:
|
Management | For | For | ||||||||
| (a) eliminate cumulative voting | Management | For | For | ||||||||
| (b) eliminate the right of the stockholders to act by written consent | Management | For | For | ||||||||
| (c) )include a super majority voting requirement for amendments to the Certificate | Management | For | For | ||||||||
| (d) update the capitalization to reflect the current number of shares of authorized and outstanding common stock, blank check preferred stock, and previously designated series of preferred stock, update the Certificate to modernize the language | Management | For | For | ||||||||
3.To approve amendments to the t2019 Equity Incentive Plan to increase the amount of shares authorized for issuance under the 2019 Equity Incentive Plan
|
Management | For | For | ||||||||
4.To approve an amendment to the 2019 Equity Incentive Plan to modify the share counting rules
|
Management | For | For | ||||||||
| 5. To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in the Proxy Statement under the section titled "Executive Compensation," including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-K | Management | For | For | ||||||||
| 6. To ratify the selection of Marcum LLP, as the independent registered public accounting firm | Management | For | For | ||||||||
| PFSweb, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: PFSW | ||||||||||
| CUSIP: | 717098206 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | July 27, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
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| David I. Beatson | Management | For | For | ||||||||
| Monica Luechtefeld | Management | For | For | ||||||||
| Shinichi Nagakura | Management | For | For | ||||||||
| Benjamin Rosenzweig | Management | For | For | ||||||||
| Robert Frankfurt | Management | For | For | ||||||||
| Mercedes De Luca | Management | For | For | ||||||||
| Michael C. Willoughby | Management | For | For | ||||||||
2.To approve, on a non-binding, advisory basis, the compensation of the Company's Named Executive Officers
|
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
|
Management | For | For | ||||||||
4.To approve an amendment to the Rights Agreement with Computershare Shareowner Services, LLC
|
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: | September 21, 2021 | ||||||||||
| Proposals: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Rebecca J. Jacoby | Management | For | For | ||||||||
| James J. Lerner | Management | For | For | ||||||||
| Raghavendra Rau | Management | For | For | ||||||||
| Marc E. Rothman | Management | For | For | ||||||||
| Yue Zhou (Emily) White | 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, 2022
|
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 | ||||||||
4. Proposal to approve an amendment and restatement to the Company's 2012 Long-Term Incentive Plan |
Management | For | For | ||||||||
| comScore, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SCOR | ||||||||||
| CUSIP: | 20564W105 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 15, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Vote Board of Directors:
|
|||||||||||
| Election of Director: Itzhak Fisher | Management | Withhold | Against | ||||||||
| Election of Director: Pierre Liduena | Management | Withhold | Against | ||||||||
| Election of Director: Marty Patterson | Management | Withhold | Against | ||||||||
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, 2022
|
Management | For | For | ||||||||
4. The approval of an amendment to the Amended and Restated 2018 Equity and Incentive Compensation Plan |
Management | For | For | ||||||||
| Synchronoss Technologies, Inc. | |||||||||||
| Exchange and Symbol: | NASDAQ: SNCR | ||||||||||
| CUSIP: | 87157B103 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 16, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Vote Board of Directors:
|
|||||||||||
| Election of Director: Laurie L. Harris | Management | For | For | ||||||||
| Election of Director: Jeffrey G. Miller | 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, 2022
|
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 to the Company's Restated Certificate of Incorporation to increase the aggregate number of authorized shares of Common Stock
|
Management | For | For | ||||||||
5. To approve the amendment of the Synchronoss Technologies, Inc.2015 Equity Incentive Plan |
Management | For | For | ||||||||
| RF Industries, Ltd. | |||||||||||
| Exchange and Symbol: | NASDAQ: RFIL | ||||||||||
| CUSIP: | 749552105 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | September 8, 2021 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of one member of the Company's Board of Directors to serve until the 2024 Annual Meetings of Stockholders:
|
|||||||||||
| Mark K. Holdsworth | Management | For | For | ||||||||
2.To approve the compensation of the Company's named executives officers as disclosed in the proxy statement.
|
Management | For | For | ||||||||
3.To ratify the selection of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2021.
|
Management | For | For | ||||||||
| Synalloy Corporation | |||||||||||
| Exchange and Symbol: | NASDAQ: SYNL | ||||||||||
| CUSIP: | 871565107 | ||||||||||
| Shareholder Meeting Type: | Annual Meeting | ||||||||||
| Shareholder Meeting Date: | June 6, 2022 | ||||||||||
| Proposal: | Proposed by: | Vote: | For/Against Management: | ||||||||
1.Election of Directors:
|
|||||||||||
| Henry L. Guy | Management | For | For | ||||||||
| Christopher G. Hutter | Management | For | For | ||||||||
| Aldo J. Mazzaferro | 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 the 2022 Omnibus Equity Incentive Plan
|
Management | For | For | ||||||||
4.The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022
|
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 19, 2022 | ||||