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 811-21629
SPECIAL VALUE EXPANSION FUND, LLC
(Exact Name of Registrant as Specified in Charter)
2951 28TH STREET, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Address of Principal Executive Offices) (Zip Code)
ELIZABETH GREENWOOD, SECRETARY
SPECIAL VALUE EXPANSION FUND, LLC
2951 28TH STREET, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Name and Address of Agent for Service)
Registrant's telephone number, including area code: (310) 566-1000
Copies to:
RICHARD T. PRINS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
Date of fiscal year end: SEPTEMBER 30
Date of reporting period: JULY 1, 2010 - JUNE 30, 2011
| ITEM | 1. PROXY VOTING RECORD. |
Issuer Name: Dialogic, Inc.
Ticker: DLGC
CUSIP: 25250T100
| Meeting Date: | May 27, 2011 | Meeting Type: Annual |
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following directors for a year term: | ||||
| Hazeem Gen-Gacem | Issuer | For | For | ||
| Mikael Konnerup | Issuer | For | For | ||
| Rajneesh Vig | Issuer | For | For | ||
| 2 | Vote to approve the amendment and restatement of the Company’s 2006 Equity Incentive Plan (“2006 Plan”) to: (a) provide for a one-time 1,000,000 share increase in the number of shares available for issuance under the 2006 Plan; (b) increase to 4.0% of the outstanding common stock the number of shares of common stock that are added to the share reserve each year for the issuance under the 2006 Plan, commencing in January 2012; and (c) increase and reapprove certain stock award limits set forth in the 2006 Plan for compliance with certain provisions of the Internal Revenue Code of 1986, as amended. | Issuer | For | For | |
| 3 | Vote to approve an amendment to the Company’s 2006 Employee Stock Purchase Plan (“ESPP”) to increase the aggregate number of shares of common stock authorized for issuance under the ESPP by 500,000 shares. | Issuer | For | For | |
| 4 | Vote to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011. | Issuer | For | For |
Issuer Name: Doral Financial
Ticker: DRL
CUSIP: 25811P886
| Meeting Date: | June 28, 2011 | Meeting Type: Annual |
| Mgmt | Vote | ||||
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following seven directors for a year term: | ||||
| Dennis G. Buchert | Issuer | For | For | ||
| James E. Gilleran | Issuer | For | For | ||
| Douglas L. Jacobs | Issuer | For | For | ||
| David E. King | Issuer | For | For | ||
| Gerard L. Smith | Issuer | For | For | ||
| Frank W. Baier | Issuer | For | For | ||
| Glen R. Wakeman | Issuer | For | For | ||
| 2 | Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2011: | Issuer | For | For | |
| 3 | Advisory Vote on the Compensation of Our Named Executive Officers: | ||||
| Issuer | For | For | |||
| 4 | Advisory Vote on the Frequency of an Advisory Vote on the Compensation of Our Named Executive Officers: | ||||
| Issuer | 1 Year | 1 Year |
Issuer Name: GSI Group, Inc.
Ticker: GSIG
CUSIP: 36191C205
| Meeting Date: | May 11, 2011 | Meeting Type: Annual |
| Mgmt | Vote | ||||
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following seven directors for a year term: | ||||
| John A. Roush | Issuer | For | For | ||
| Stephen W. Bershad | Issuer | For | For | ||
| Eugene I. Davis | Issuer | For | For | ||
| Dennis J. Fortino | Issuer | For | For | ||
| Peter Heiland | Issuer | For | For | ||
| Ira J. Lamel | Issuer | For | For | ||
| Bryon O. Pond | Issuer | 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, 2011: | ||||
| Issuer | For | For |
Issuer Name: Hawaiian Telecom Holdco, Inc
Ticker: HCOM
CUSIP: 420031-106
| Meeting Date: | May 13, 2011 | Meeting Type: Annual |
| Mgmt | Vote | ||||
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following seven directors for a year term: | ||||
| Richard A. Jalkut | Issuer | For | For | ||
| Kurt M. Cellar | Issuer | For | For | ||
| Walter A. Dods, Jr. | Issuer | For | For | ||
| Warren H. Haruki | Issuer | For | For | ||
| Steven C. Oldham | Issuer | For | For | ||
| Bernard R. Phillips III | Issuer | For | For | ||
| Eric K. Yeaman | Issuer | For | For | ||
| 2 | To adopt, on a non-binding advisory basis, a resolution approving the compensation of our named | ||||
| Executive officers as described in the Proxy statement: | |||||
| Issuer | For | For | |||
| 3 | To recommend, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation: | ||||
| Issuer | 3 Years | 1 Year | |||
| 4 | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011: | ||||
| Issuer | For | For |
Issuer Name: Online Resources, Inc.
Ticker: ORCC
CUSIP: 68273G-101
| Meeting Date: | July 1, 2010 | Meeting Type: Annual |
| Mgmt | Vote | ||||
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following nominees to the Class III Directors | ||||
| of the Company | |||||
| Donald W. Layden Jr. | Issuer | For | For | ||
| Ervin R. Shames | Issuer | For | For | ||
| Barry D. Wessler | Issuer | For | For | ||
| 2 | To ratify KPMG LLP as independent auditors for the year ending December 31, 2010 | Issuer | For | For |
Issuer Name: Online Resources, Inc.
Ticker: ORCC
CUSIP: 68273G-101
| Meeting Date: | June 17, 2011 | Meeting Type: Annual |
| Mgmt | Vote | ||||
| Proposal | Proposed By | Rec | Cast | ||
| 1 | Elect the following directors for a year term: | ||||
| Joseph L. Cowan | Issuer | For | For | ||
| William H. Washecka | Issuer | For | For | ||
| 2 | To ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for the Company’s year ending December 31, 2011: | Issuer | For | For | |
| 3 | Advisory vote on executive compensation: | Issuer | For | For | |
| 4 | Advisory vote on the frequency of holding future advisory votes on executive compensation: | ||||
| Issuer | 1 Year | 1-Year |
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.
Special Value Expansion Fund, LLC
By: /s/ Elizabeth Greenwood
----------------------------------
Name: Elizabeth Greenwood
Title: Secretary and Chief Compliance Officer
Date: as of August 30, 2011
