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 for Service) | | Copy to: |
| | |
Adam D. Portnoy, President | | Michael K. Hoffman, Esq. |
RMR Preferred Dividend Fund | | Skadden, Arps, Slate, Meagher & Flom LLP |
400 Centre Street | | 4 Times Square |
Newton, Massachusetts 02458 | | New York, New York 10036-6522 |
| | |
| | Julie A. Tedesco, Esq. |
| | State Street Bank and Trust Company |
| | 4 Copley Place, 5th Floor |
| | 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 23, 2009
(the date that the registrant ceased operations)
The Fund merged with RMR Real Estate Income Fund and ceased operations on June 23, 2009. The Fund has filed an application of de-registration with the Securities and Exchange Commission.
Voting Record
Company | | Alexandria Real Estate Equities, Inc. | | | | |
Ticker: | | ARE | | Cusip: | | 015271109 |
Meeting Date: | | 5/20/2009 | | Record Date: | | 3/31/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Joel S. Marcus, (2) Richard B. Jennings, (3) John L. Atkins, III, (4) Richard H. Klein, (5) James H. Richardson, (6) Martin A. Simonetti, (7) Alan G. Walton. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accountants for the fiscal year ending December 31, 2009. | | For | | For | | Management | |
Company | | Apartment Investment & Management Company | | | | |
Ticker: | | AIV | | Cusip: | | 03748R101 |
Meeting Date: | | 4/27/2009 | | Record Date: | | 2/27/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) James N. Bailey, (2) Terry Considine, (3) Richard S. Ellwood, (4) Thomas L. Keltner, (5) J. Landis Martin, (6) Robert A. Miller, (7) Michael A. Stein. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | To ratify the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for AIMCO for the fiscal year ending December 31, 2009. | | For | | For | | Management | |
| | | | | | | | | |
3.00 | | Stockholder proposal regarding enactment of a majority vote standard for future uncontested director elections. | | Abstained | | Abstained | | Stockholder | |
Company | | Associated Estates Realty Corporation | | | | |
Ticker: | | AEC | | Cusip: | | 045604105 |
Meeting Date: | | 5/6/2009 | | Record Date: | | 3/16/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Albert T. Adams, (2) James M. Delaney, (3) Jeffrey I. Friedman, (4) Michael E. Gibbons, (5) Mark L. Milstein, (6) James A. Schoff, (7) Richard T. Schwarz. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent accountants for the company’s fiscal year ending December 31, 2009. | | For | | For | | Management | |
Company | | AvalonBay Communities, Inc. | | | | |
Ticker: | | AVB | | Cusip: | | 053484101 |
Meeting Date: | | 5/21/2009 | | Record Date: | | 3/6/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Bryce Blair, (2) Bruce A. Choate, (3) John J. Healy, Jr., (4) Gilbert M. Meyer, (5) Timothy J. Naughton, (6) Lance R. Primis, (7) Peter S. Rummell, (8) H. Jay Sarles, (9) W. Edward Walter. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | To approve the AvalonBay Communities, Inc. 2009 stock option and incentive plan. | | For | | For | | Management | |
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3.00 | | To ratify the selection of Ernst & Young LLP as the company’s independent auditors for the year ending December 31, 2009. | | For | | For | | Management | |
Company | | Cornerstone Strategic Value Fund, Inc. | | | | |
Ticker: | | CLM | | Cusip: | | 21924B104 |
Meeting Date: | | 10/15/2008 | | Record Date: | | 8/18/2008 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | To approve proposed one-for-four reverse stock split and the amendment to the articles of incorporation. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | In their discretion, the proxies are authorized to consider and vote upon such other matters as may properly come before the said meeting or any adjournment thereof. | | For | | For | | Management | |
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Company | | Home Properties, Inc. | | | | |
Ticker: | | HME | | Cusip: | | 437306103 |
Meeting Date: | | 5/5/2009 | | Record Date: | | 3/9/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Stephen R. Blank, (2) Josh E. Fidler, (3) Alan L. Gosule, (4) Leonard F. Helbig, III, (5) Norman P. Leenhouts, (6) Nelson B. Leenhouts, (7) Edward J. Pettinella, (8) Clifford W. Smith, Jr., (9) Paul L. Smith, (10) Amy L. Tait. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2009. | | For | | For | | Management | |
Company | | Mid-America Apartment Communities, Inc. | | | | |
Ticker: | | MAA | | Cusip: | | 59522J103 |
Meeting Date: | | 5/28/2009 | | Record Date: | | 3/20/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) H. Eric Bolton, Jr., (2) Alan B Graf, Jr., (3) John S. Grinalds, (4) Ralph Horn, (5) Simon R.C. Wadsworth. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | Ratification of Ernst & Young LLP as Mid-America’s independent registered public accounting firm for 2009. | | For | | For | | Management | |
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3.00 | | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | | For | | For | | Management | |
Company | | SL Green Realty Corporation | | | | |
Ticker: | | SLG | | Cusip: | | 78440X101 |
Meeting Date: | | 6/11/2009 | | Record Date: | | 3/30/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Stephen L. Green, (2) John H. Alschuler, Jr. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009. | | For | | For | | Management | |
3
Company | | Vornado Realty Trust | | | | |
Ticker: | | VNO | | Cusip: | | 929042109 |
Meeting Date: | | 5/14/2009 | | Record Date: | | 3/13/2009 |
| | | | Management | | | | | |
# | | Proposal | | Recommendation | | Vote Cast | | Sponsor | |
| | | | | | | | | |
1.00 | | Directors recommend: A vote for election of the following nominees: (1) Steven Roth, (2) Michael D. Fascitelli, (3) Russell B. Wight, Jr. | | For | | For | | Management | |
| | | | | | | | | |
2.00 | | Ratification of selection of independent registered public accounting firm. | | For | | For | | Management | |
| | | | | | | | | |
3.00 | | Shareholder proposal regarding majority voting for trustees. | | Against | | Against | | Shareholder | |
| | | | | | | | | |
4.00 | | Shareholder proposal regarding the appointment of an independent chairman. | | Against | | Against | | Shareholder | |
4
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 |
Date: August 19, 2009