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 811-22894
INVESTMENT MANAGERS SERIES TRUST II
(Exact name of registrant as specified in charter)
| 235 W. Galena Street, Milwaukee, WI | 53212 |
| (Address of principal executive offices) | (Zip code) |
Diane J. Drake
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, California 91740
(Name and address of agent for service)
Registrant's telephone number, including area code: (626) 385-5777
Date of fiscal year end: January 31
Date of reporting period: July 1, 2021 – April 29, 2022 (Liquidation Date)
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 (ss.ss. 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. PROXY VOTING RECORD.
Investment Company Report
| HEXO CORP. | |||||||||||
| Security | 428304307 | Meeting Type | Special | ||||||||
| Ticker Symbol | HEXO | Meeting Date | 25-Aug-2021 | ||||||||
| ISIN | CA4283043079 | Agenda | 935477302 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1 | To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Transaction Resolution"), the full text of which is set forth in Appendix A to the accompanying management information circular relating to the Meeting (the "Circular"), authorizing and approving the issuance by the Corporation, to the shareholders of the entities that carry on the business of Redecan (the "Redecan Shareholders"), of 69,721,116 Common Shares, representing, collectively with the Common Shares issuable in connection with the Senior Secured Convertible Note due 2023 (as defined below), more than 25% of the issued and outstanding Common Shares (on a non-diluted basis), the whole pursuant to that certain share purchase agreement dated May 28, 2021 among the Corporation and the Redecan Shareholders (the "Transaction"), all as more particularly described in the accompanying Circular. | Management | For | For | |||||||
| 2 | To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Financing Resolution"), the full text of which is set forth in Appendix B to the accompanying Circular, authorizing and approving certain aspects of the Corporation's senior secured convertible note due May 1, 2023 issued on May 27, 2021 in an aggregate principal amount of US$360.0 million (the "Senior Secured Convertible Note due 2023") in order to finance the cash portion of the purchase price of the Transaction, as required pursuant to the rules of the Toronto Stock Exchange (the "TSX"), including (i) the issuance of more than 32,198,894 Common Shares on the conversion or redemption of the Senior Secured Convertible Note due 2023, all as more particularly described in the accompanying Circular. | Management | For | For | |||||||
| TILRAY, INC. | |||||||||||
| Security | 88688T100 | Meeting Type | Special | ||||||||
| Ticker Symbol | TLRY | Meeting Date | 10-Sep-2021 | ||||||||
| ISIN | US88688T1007 | Agenda | 935468151 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1. | Approve an amendment to Tilray's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the authorized capital stock of Tilray from 743,333,333 shares to 990,000,000 shares of capital stock. | Management | For | For | |||||||
| 2. | Approve an amendment to the Certificate of Incorporation to elect not to be governed by Section 203 of Delaware General Corporation Law. | Management | For | For | |||||||
| 3. | Approve an amendment to the Certificate of Incorporation to permit stockholders of the Company to take action by written consent. | Management | For | For | |||||||
| 4. | Approve amendments to the Certificate of Incorporation related to the following governance changes: (1) eliminate the dual structure of Class 1 Common Stock and Class 2 Common Stock; (2) declassify the board of directors of the Company; (3) remove limitations on the corporate opportunity doctrine; and (4) provide that the directors of the Company may be removed with or without cause at any time by the holders of a majority of the voting power of the Company's then-outstanding shares of capital stock, subject to the rights of holders of Preferred Stock. | Management | For | For | |||||||
| 5. | Approve amendments to the Certificate of incorporation to eliminate certain provisions related to the Company's prior status as a "controlled company" and make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals. | Management | For | For | |||||||
| 6. | Approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes to approve the foregoing proposals. | Management | For | For | |||||||
| CANOPY GROWTH CORPORATION | |||||||||||
| Security | 138035100 | Meeting Type | Annual and Special Meeting | ||||||||
| Ticker Symbol | CGC | Meeting Date | 14-Sep-2021 | ||||||||
| ISIN | CA1380351009 | Agenda | 935479659 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1A | Election of Directors: Election of Director: Judy A. Schmeling | Management | For | For | |||||||
| 1B | Election of Director: David Klein | Management | For | For | |||||||
| 1C | Election of Director: Robert L. Hanson | Management | For | For | |||||||
| 1D | Election of Director: David Lazzarato | Management | For | For | |||||||
| 1E | Election of Director: William A. Newlands | Management | For | For | |||||||
| 1F | Election of Director: James A. Sabia, Jr. | Management | For | For | |||||||
| 1G | Election of Director: Theresa Yanofsky | Management | For | For | |||||||
| 2 | The re-appointment of KPMG LLP, Chartered Professional Accountants, as the Company's auditor and independent registered public accounting firm for the fiscal year 2021 and authorizing the directors of the Company to fix their remuneration. | Management | For | For | |||||||
| 3 | To confirm and ratify certain amendments to the company's by-laws, including an increase in the quorum requirements for meetings of Shareholders and other amendments of a housekeeping nature, that were previously approved by the Board of Directors. | Management | For | For | |||||||
| 4 | To adopt, on an advisory (non-binding) basis, a resolution approving the compensation of the Company's named executive officers, as described in the proxy statement. | Management | For | For | |||||||
| AFC GAMMA, INC. | |||||||||||
| Security | 00109K105 | Meeting Type | Annual | ||||||||
| Ticker Symbol | AFCG | Meeting Date | 30-Sep-2021 | ||||||||
| ISIN | US00109K1051 | Agenda | 935485880 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1. | DIRECTOR | Management | |||||||||
| 1 | Leonard M. Tannenbaum | For | For | ||||||||
| 2 | Thomas Harrison | For | For | ||||||||
| 2. | Ratification of the Appointment of CohnReznick LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2021. | Management | For | For | |||||||
| TILRAY, INC. | |||||||||||
| Security | 88688T100 | Meeting Type | Annual | ||||||||
| Ticker Symbol | TLRY | Meeting Date | 22-Nov-2021 | ||||||||
| ISIN | US88688T1007 | Agenda | 935501557 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1. | DIRECTOR | Management | |||||||||
| 1 | Brendan Kennedy* | For | For | ||||||||
| 2 | John M. Herhalt* | For | For | ||||||||
| 3 | Walter Robb* | For | For | ||||||||
| 4 | Jodi Butts# | For | For | ||||||||
| 5 | David Hopkinson# | For | For | ||||||||
| 6 | Thomas Looney# | For | For | ||||||||
| 7 | Irwin D. Simon+ | For | For | ||||||||
| 8 | Renah Persofsky+ | For | For | ||||||||
| 9 | David Clanachan+ | For | For | ||||||||
| 2. | To approve, the non-binding advisory resolution on the named executive officer compensation. | Management | For | For | |||||||
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022. | Management | For | For | |||||||
| THE SCOTTS MIRACLE-GRO COMPANY | |||||||||||
| Security | 810186106 | Meeting Type | Annual | ||||||||
| Ticker Symbol | SMG | Meeting Date | 24-Jan-2022 | ||||||||
| ISIN | US8101861065 | Agenda | 935534796 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1. | DIRECTOR | Management | |||||||||
| 1 | David C. Evans | For | For | ||||||||
| 2 | Stephen L. Johnson | For | For | ||||||||
| 3 | Adam Hanft | For | For | ||||||||
| 4 | K. Hagedorn Littlefield | For | For | ||||||||
| 2. | Approval, on an advisory basis, of the compensation of the Company's named executive officers. | Management | For | For | |||||||
| 3. | Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022. | Management | For | For | |||||||
| 4. | Approval of an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants. | Management | For | For | |||||||
| 5. | Approval, on an advisory basis, regarding the frequency with which future advisory votes on executive compensation will occur. | Management | 3 Years | Against | |||||||
| ORGANIGRAM HOLDINGS INC. | |||||||||||
| Security | 68620P101 | Meeting Type | Annual | ||||||||
| Ticker Symbol | OGI | Meeting Date | 23-Feb-2022 | ||||||||
| ISIN | CA68620P1018 | Agenda | 935546498 - Management | ||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | |||||||
| 1 | DIRECTOR | Management | |||||||||
| 1 | Peter Amirault | For | For | ||||||||
| 2 | Beena Goldenberg | For | For | ||||||||
| 3 | Dexter John | For | For | ||||||||
| 4 | Geoffrey Machum | For | For | ||||||||
| 5 | Ken Manget | For | For | ||||||||
| 6 | Sherry Porter | For | For | ||||||||
| 7 | Stephen A. Smith | For | For | ||||||||
| 8 | Marni Wieshofer | For | For | ||||||||
| 2 | Appointment of KPMG LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. | 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) | Investment Managers Series Trust II | |
| By (Signature and Title)* | /s/Terrance P. Gallagher | |
| Terrance P. Gallagher, President and Principal Executive Officer | ||
| Date | 5/11/2022 |
| * | Print the name and title of each signing officer under his or her signature. |