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: 811-21671
RMR PREFERRED DIVIDEND FUND
(Exact name of registrant as specified in charter)
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
(Address of principal executive offices) (Zip code)
(Name and Address of Agent |
| Copy to: |
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|
Adam D. Portnoy, President |
| Thomas A. DeCapo, Esq. |
RMR Preferred Dividend Fund |
| Skadden, Arps, Slate, Meagher & Flom LLP |
400 Centre Street |
| One Beacon Street |
Newton, Massachusetts 02458 |
| Boston, Massachusetts 02108 |
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| Christina T. Simmons, Esq. |
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| State Street Bank and Trust Company |
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| 4 Copley Place, 5th Floor |
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| Boston, Massachusetts 02116 |
Registrant’s telephone number, including area code: (617) 332-9530
Date of fiscal year end: December 31
Date of reporting period: June 30, 2008
Voting Record
Fund |
| RDR |
Company |
| Abingdon Investment Limited |
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Ticker: |
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Meeting Date: |
| 8/13/2007 |
| Record Date: |
| 8/11/2007 |
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| Management |
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| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| That the Articles of Association of the Guernsey Company be amended as more particularly described in the Notice of Extraordinary General Meeting contained in the Proxy Statement/Private Offering Memorandum. |
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| For |
| Management |
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2.00 |
| That the Share Exchange Agreement (as that term is defined in the Proxy Statement/Private Offering Memorandum attached to the Notice of Extraordinary General Meeting is attached) substantially in the form of the draft attached as Exhibit A to the Proxy Statement/Private Offering Memorandum be and is hereby approved. |
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| Management |
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3.00 |
| That the Company be and is hereby authorized to execute the Share Exchange Agreement, and such other documents and agreements that are reasonably necessary in the judgement of the directors of the Guernsey Company to implement the Share Exchange (as described in the Share Exchange Agreement), as agents for and on behalf of all the holders of shares of the Guernsey Company. |
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| For |
| Management |
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4.00 |
| That the Secretary of the Company be and is hereby authorized on completion of the Share Exchange to make the necessary entries in the register of Members to give full effect to the Share Exchange. |
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| For |
| Management |
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1
Company |
| Alesco Financial Inc. |
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Ticker: |
| AFN |
| Cusip: |
| 014485106 |
Meeting Date: |
| 6/18/2008 |
| Record Date: |
| 4/24/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Rodney E. Bennett; 02-Marc Chayette; 03-Daniel G. Cohen; 04-Thomas P. Costello; 05-G. Steven Dawson; 06-Jack Haraburda; 07-James J. McEntee, III; 08-Lance Ullom; 09-Charles W. Wolcott. |
| For |
| For |
| Management |
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2.00 |
| To amend the Company’s 2006 Long-Term Incentive Plan to increase the total number of shares of common stock available to be granted under the plan, as described in the accompanying proxy statement. |
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| For |
| Management |
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3.00 |
| To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008. |
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| For |
| Management |
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Company |
| Alpine Total Dynamic Dividend Fund |
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Ticker: |
| AOD |
| Cusip: |
| 021060108 |
Meeting Date: |
| 3/14/2008 |
| Record Date: |
| 1/24/2008 |
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| Management |
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# |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Jeffrey E. Wacksman. |
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| For |
| Management |
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Company |
| American Capital Strategies, Ltd. |
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Ticker: |
| ACAS |
| Cusip: |
| 024937104 |
Meeting Date: |
| 5/19/2008 |
| Record Date: |
| 3/20/2008 |
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| Management |
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# |
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| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Mary C. Baskin; 02-Neil M. Hahl; 03-Philip R. Harper; 04-John A. Koskinen; 05-Stan Lundine; 06-Kenneth D. Peterson; 07-Alvin N. Puryear; 08-Malon Wilkus. |
| For |
| For |
| Management |
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2.00 |
| Approval of the amendment to our Bylaws to require majority vote to elect directors in uncontested elections. |
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| For |
| Management |
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3.00 |
| Approval of the 2008 Stock Option Plan. |
| For |
| For |
| Management |
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4.00 |
| Approval of the amendment to the Incentive Bonus Plan. |
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| For |
| Management |
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5.00 |
| Approval of the ability to issue convertible securities. |
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| For |
| Management |
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6.00 |
| Approval of the amendment and restatement of our Certificate of Incorporation. |
| For |
| For |
| Management |
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7.00 |
| Ratification of appointment of Ernst & Young LLP as auditors for the year ending December 31, 2008. |
| For |
| For |
| Management |
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2
Company |
| Care Investment Trust Inc. |
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Ticker: |
| CRE |
| Cusip: |
| 141657106 |
Meeting Date: |
| 6/3/2008 |
| Record Date: |
| 4/28/2008 |
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| Management |
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# |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Flint D. Besecker; 02-G. E. Bisbee, Jr.. Ph.D.; 03-Kirk E. Gorman; 04-Alexandria Lebenthal; 05-Walter J. Owens; 06-Karen P. Robards; 07-J. Rainer Twiford. |
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| For |
| Management |
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2.00 |
| Directors’ Proposal - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered auditors for the fiscal year ending December 31, 2008. |
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| For |
| Management |
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Company |
| Colonial Properties Trust |
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Ticker: |
| CLP |
| Cusip: |
| 195872106 |
Meeting Date: |
| 4/23/2008 |
| Record Date: |
| 2/15/2008 |
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| Management |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Weston M. Andress; 02-Carl F. Bailey; 03-M. Miller Gorrie; 04-William M. Johnson; 05-Glade M. Knight; 06-James K. Lowder; 07-Thomas H. Lowder; 08-Herbert A. Meisler; 09-Claude B. Nielsen; 10-Harold W. Ripps; 11-Donald T. Senterfitt; 12-John W. Spiegel; 13-C. R. Thompson, III. |
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| For |
| Management |
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2.00 |
| To approve the Colonial Properties Trust 2008 Omnibus Incentive Plan. |
| For |
| For |
| Management |
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3.00 |
| To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2008. |
| For |
| For |
| Management |
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3
Company |
| Cornerstone Strategic Value Fund- |
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Ticker: |
| CLM |
| Cusip: |
| 21924B104 |
Meeting Date: |
| 4/15/2008 |
| Record Date: |
| 2/19/2008 |
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# |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Edwin Meese III; 02-Ralph W. Bradshaw. |
| For |
| For |
| Management |
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Company |
| Digital Realty Trust, Inc. |
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Ticker: |
| DLR |
| Cusip: |
| 253868202 |
Meeting Date: |
| 5/5/2008 |
| Record Date: |
| 3/6/2008 |
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| Management |
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# |
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| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Richard A. Magnuson; 02-Michael F. Foust; 03-Laurence A. Chapman; 04-Kathleen Earley; 05-Ruann F. Ernst, Ph.D.; 06-Dennis E. Singleton. |
| For |
| For |
| Management |
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2.00 |
| Ratifying the selection of KPMG LLP as the Company’s independent auditors for the year ended December 31,2008. |
| For |
| For |
| Management |
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4
Company |
| Feldman Mall Properties, Inc. |
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Ticker: |
| FMLP |
| Cusip: |
| 314308107 |
Meeting Date: |
| 12/28/2007 |
| Record Date: |
| 11/19/2007 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Lawrence Feldman; 02-Lawrence S. Kaplan; 03-Bruce E. Moore; 04-Paul H. McDowell. |
| For |
| For |
| Management |
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2.00 |
| Proposal to approve the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2007. |
| For |
| For |
| Management |
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3.00 |
| Proposal to approve the convertibility feature of our 6.85% Series A Cumulative Contingently Convertible Preferred Stock, par value $0.01 per share. |
| For |
| For |
| Management |
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4.00 |
| Proposal to approve a stockholder proposal that the Company engage an investment bank to pursue strategic alternatives. |
| For |
| For |
| Stockholder |
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Company |
| Iowa Telecommunications Services, |
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Ticker: |
| IWA |
| Cusip: |
| 462594201 |
Meeting Date: |
| 6/12/2008 |
| Record Date: |
| 4/22/2008 |
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| Management |
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# |
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| Vote Cast |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Brian G. Hart*; 02-Alan L. Wells*; 03-Kenneth R. Cole**. Note: * = Class I Expires in 2011; ** = Class II Expires in 2009. |
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| For |
| Management |
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2.00 |
| Approval and ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2008 (Proposal No. 2). |
| For |
| For |
| Management |
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Company |
| LMP Real Estate Income Fund Inc. |
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Ticker: |
| RIT |
| Cusip: |
| 50208C108 |
Meeting Date: |
| 4/28/2008 |
| Record Date: |
| 3/3/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Daniel P. Cronin; 02-Paolo M. Cucchi; 03-Riordan Roett. |
| For |
| For |
| Management |
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5
Company |
| Medical Properties Trust, Inc. |
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Ticker: |
| MPW |
| Cusip: |
| 58463J304 |
Meeting Date: |
| 5/22/2008 |
| Record Date: |
| 4/1/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Edward K. Aldag, Jr.; 02-Virginia A. Clarke; 03-G. Steven Dawson; 04-R. Steven Hamner; 05-Robert E. Holmes, Ph.D.; 06-Sherry A. Kellett; 07-William G. McKenzie; 08-L. Glenn Orr, Jr. |
| For |
| For |
| Management |
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2.00 |
| To ratify the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2008. |
| For |
| For |
| Management |
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Company |
| MFA Mortgage Investments, Inc. |
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Ticker: |
| MFA |
| Cusip: |
| 55272X201 |
Meeting Date: |
| 5/21/2008 |
| Record Date: |
| 3/25/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Stephen R. Blank; 02-Edison C. Buchanan. |
| For |
| For |
| Management |
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2.00 |
| Ratification of the appointment of Ernst & Young LLP as MFA’s independent registered public accounting firm for the fiscal year ending December 31, 2008. |
| For |
| For |
| Management |
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Company |
| Neuberger Berman R/E Sec Income- |
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Ticker: |
| NRO |
| Cusip: |
| 64190A103 |
Meeting Date: |
| 1/25/2008 |
| Record Date: |
| 11/29/2007 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| To approve an agreement and plan of reorganization pursuant to which Neuberger Berman Realty Income Fund Inc. would transfer its assets to Neuberger Berman Real Estate Securities Income Fund Inc. in exchange for shares of common stock and preferred stock of NRO and the assumption by NRO of NRI’s liabilities and NRI would dissolve under applicable state law. |
| For |
| For |
| Management |
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6
Company |
| Neuberger Berman R/E Securities |
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Ticker: |
| NRO |
| Cusip: |
| 64190A103 |
Meeting Date: |
| 5/28/2008 |
| Record Date: |
| 3/27/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Martha C. Goss; 02-Robert A. Kavesh; 03-Edward J. O’Brien; 04-William E. Rulon; 05-Candace L. Straight. |
| For |
| For |
| Management |
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2.00 |
| To consider, if properly presented at the meeting, a stockholder proposal to request that the Board of Directors establish a special committee to investigate suitable alternatives to replace the Fund’s investment manager, Neuberger Berman Management. |
| Against |
| Against |
| Shareholder(s) |
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Company |
| Neuberger Berman Realty Income Fd- |
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Ticker: |
| NRO |
| Cusip: |
| 64126G109 |
Meeting Date: |
| 1/25/2008 |
| Record Date: |
| 11/29/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| To approve an agreement and plan of reorganization pursuant to which Neuberger Berman Realty Income Fund Inc. (“NRI”) wowuld transfer its assets to Neuberger Berman Real Estate Securities Income Fund Inc. (“NRO”) in exchange for shares of common stock and preferred stock of NRO and the assumption by NRO of NRI’s liabilities and NRI would dissolve under applicable state laws. |
| For |
| For |
| Management |
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Company |
| The Zweig Total Return Fund, Inc. |
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Ticker: |
| ZTR |
| Cusip: |
| 989837109 |
Meeting Date: |
| 5/6/208 |
| Record Date: |
| 3/11/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-Wendy Luscombe; 02-R. Keith Walton. |
| For |
| For |
| Management |
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Company |
| U-Store-It Trust |
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Ticker: |
| YSI |
| Cusip: |
| 91274F104 |
Meeting Date: |
| 5/6/2008 |
| Record Date: |
| 3/24/2008 |
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| Management |
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# |
| Proposal |
| Recommendation |
| Vote Cast |
| Sponsor |
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1.00 |
| Directors Recommend: A vote for election of the following nominees: 01-J. C. (Jack) Dannemiller; 02-W. M. Diefenderfer III; 03-Harold S. Haller; 04-Daniel B. Hurwitz; 05-Dean Jernigan; 06-Marianne M. Keller; 07-David J. LaRue. |
| For |
| For |
| Management |
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2.00 |
| Ratification of the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2008. |
| For |
| For |
| Management |
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7
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.
RMR Preferred Dividend Fund | ||
/s/ Adam D. Portnoy |
| /s/ Mark L. Kleifges |
Adam D. Portnoy | Mark L. Kleifges | |
President | Treasurer | |
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Date: August 27, 2008 |
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