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: February 28
Date of reporting period: July 1, 2022 - June 30, 2023
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 (17 CFR 239.24 and 274.5), 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 of1940 and rule 30bl-4 thereunder (17 CFR 270.30bl-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. § 3507.
ITEM 1. PROXY VOTING RECORD.
| Security | Greenlane Holdings, Inc. | |||
| Ticker Symbol | GNLN | |||
| CUSIP | 395330 | |||
| Record Date | 6/14/2022 | |||
| Control# | #8339492527181834 | |||
| Meeting Type | Annual | |||
| Meeting Date | 8/4/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1A | Election of Director: Nicholas Kovacevich | For | For | Management |
| 1B | Election of Director: Donald Hunter | For | For | Management |
| 1C | Election of Director: Renah Persofsky | For | For | Management |
| 1D | Election of Director: Aaron LoCascio | For | For | Management |
| 1E | Election of Director: Adam Schoenfeld | For | For | Management |
| 1F | Election of Director: Richard Taney | For | For | Management |
| 1G | Election of Director: Jeff Uttz | For | For | Management |
| 2 | Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. | For | For | Management |
| 3 | Approval and adoption of an amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., to be filed not later than February 10, 2023, to effect a reverse stock split of our Class A common stock at a ratio in the range of 1-for-5 to 1-for-20 (collectively, the "Reverse Split"), with such ratio to be determined in the discretion of the Greenlane board of directors and publicly disclosed prior to the effectiveness of the Reverse Split. | For | For | Management |
| 4 | Approval of the Second Amended and Restated Greenlane Holdings, Inc. 2019 Equity Incentive Plan. | For | For | Management |
| Security | Leafly Holdings, Inc. | |||
| Ticker Symbol | LFLY | |||
| CUSIP | 52178J | |||
| Record Date | 44697 | |||
| Control# | #6337329984376653 | |||
| Meeting Type | Annual | |||
| Meeting Date | 7/13/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1A | Election of Director: Yoko Miyashita | For | For | Management |
| 1B | Election of Director: Alan Pickerill | For | For | Management |
| 2 | Ratification of the appointment of Marcum LLP as the Independent Auditors. | For | For | Management |
| Security | Agrify Corporation | |||
| Ticker Symbol | AGFY | |||
| CUSIP | 00853E | |||
| Record Date | 44810 | |||
| Control# | #8101451076795219 | |||
| Meeting Type | 2022 Special Meeting | |||
| Meeting Date | 10/14/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | To approve, as required by Nasdaq Listing Rule 5635(d), the issuance of up to 21,108,751 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") upon the exercise of warrants of the Company (the "Warrants") issued in connection with the issuance of a senior secured note and the exchange of previously issued warrants in August 2022, and to permit the reduction of the exercise price of certain of those Warrants under certain circumstances. | For | For | Management |
| 2 | To approve an amendment to the Company's Articles of Incorporation to effect a reverse stock split of the shares of the Company's Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors (the "Reverse Stock Split"). | For | For | Management |
| 3 | To consider and vote upon an adjournment of the Special Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Special Meeting. | For | For | Management |
| Security | Agrify Corporation | |||
| Ticker Symbol | AGFY | |||
| CUSIP | 00853E | |||
| Record Date | 9/6/2022 | |||
| Control# | #8101451076795219 | |||
| Meeting Type | 2022 Special Meeting | |||
| Meeting Date | 10/14/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | To approve, as required by Nasdaq Listing Rule 5635(d), the issuance of up to 21,108,751 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") upon the exercise of warrants of the Company (the "Warrants") issued in connection with the issuance of a senior secured note and the exchange of previously issued warrants in August 2022, and to permit the reduction of the exercise price of certain of those Warrants under certain circumstances. | For | For | Management |
| 2 | To approve an amendment to the Company's Articles of Incorporation to effect a reverse stock split of the shares of the Company's Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors (the "Reverse Stock Split"). | For | For | Management |
| 3 | To consider and vote upon an adjournment of the Special Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Special Meeting. | For | For | Management |
| Security | Tilray Brands, Inc. | |||
| Ticker Symbol | TLRY | |||
| CUSIP | 88688T | |||
| Record Date | 9/26/2022 | |||
| Control# | #1859763671781674 | |||
| Meeting Type | 2022 Annual Meeting | |||
| Meeting Date | 11/22/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | Election of Director for a three-year term expiring 2025: John M. Herhalt | For | For | Management |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023. | For | For | Management |
| 3 | To approve the amendments to the Company's Certificate of Incorporation, as amended to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock. | For | For | Management |
| Security | The Valens Company Inc. | |||
| Ticker Symbol | VLNS | |||
| CUSIP | 91914P | |||
| Record Date | 10/19/2022 | |||
| Control# | #0432379335998922 | |||
| Meeting Type | 2022 Special Meeting | |||
| Meeting Date | 11/29/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is attached as Appendix A to the management information circular (the "Circular") of The Valens Company Inc. ("Valens"), to approve a plan of arrangement under Section 192 of the Canada Business Corporations Act, involving, Valens and SNDL Inc., all as more particularly set forth in the Circular. | For | For | Management |
| Security | Aurora Cannabis Inc. | |||
| Ticker Symbol | ACB | |||
| CUSIP | 05156X | |||
| Record Date | 9/20/2022 | |||
| Control# | #3924148956878088 | |||
| Meeting Type | Annual and Special Meeting | |||
| Meeting Date | 11/14/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | To set the number of Directors at Nine (9). | For | For | Management |
| 2 | Election of Directors : | For All | For All | Management |
| Election of Director: Ron Funk | ||||
| Election of Director: Miguel Martin | ||||
| Election of Director: Michael Singer | ||||
| Election of Director: Norma Beauchamp | ||||
| Election of Director: Shan Atkins | ||||
| Election of Director: Theresa Firestone | ||||
| Election of Director: Adam Szweras | ||||
| Election of Director: Lance Friedmann | ||||
| Election of Director: Chitwant Kohli | ||||
| 3 | Appointment of KPMG LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | For | For | Management |
| 4 | To consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our 10% "Rolling" Stock Option Plan, as more particularly described in the accompanying Management Information Circular. | For | For | Management |
| 5 | To consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Restricted Share Unit Plan, as more particularly described in the accompanying Management Information Circular. | For | For | Management |
| 6 | To consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Performance Share Unit Plan, as more particularly described in the accompanying Management Information Circular. | For | For | Management |
| 7 | To consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Deferred Share Unit Plan, as more particularly described in the accompanying Management Information Circular. | For | For | Management |
| 8 | To consider and, if deemed appropriate, to pass with or without variation, a non-binding advisory resolution on the Company's approach to executive compensation, as more particularly described in the accompanying Management Information Circular. | For | For | Management |
| Security | FIRE & FLOWER HOLDINGS CORP. | |||
| Ticker Symbol | FAF CN | |||
| CUSIP | 318108 | |||
| Record Date | 10/31/2022 | |||
| Control# | #8168894521222292 | |||
| Meeting Type | 2022 Special Meeting | |||
| Meeting Date | 12/16/2022 | |||
| Item | Proposal | Vote Cast | Mgt. Rec | Sponsor |
| 1 | To consider, and if thought advisable, to pass, with or without amendment, an ordinary resolution to approve (a) certain amendments to the Series C common share purchase warrants of Fire & Flower Holdings Corp. (the "Corporation") held by 2707031 Ontario Inc., an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. ("ACT"); and (b) the non-brokered private placement offering of 3,034,017 common shares of the Corporation to ACT at a price of $1.64798 per share, for aggregate proceeds of approximately $5,000,000, all as more particularly set out in the management information circular of the Corporation dated November 4, 2022. | For | For | Management |
| Company Name | Meeting Date | Security ID | Ticker Symbol | Proposed By | Compare Vote With/Against Management | Director Label | Director Name | Proposal Label | Proposal Long Text | Management Recommendation | Recorded Vote |
| TILRAY BRANDS, INC. | 16-Mar-2023 | 88688T100 | TLRY | Management | With Management | 1. | 1. | Election of Director for a three-year term expiring 2025: John M. Herhalt | For | For | |
| TILRAY BRANDS, INC. | 16-Mar-2023 | 88688T100 | TLRY | Management | With Management | 2. | 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023. | For | For | |
| TILRAY BRANDS, INC. | 16-Mar-2023 | 88688T100 | TLRY | Management | With Management | 3. | 3. | To approve the amendments to the Company's Certificate of Incorporation, as amended to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock. | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1a. | 1a. | Election of Director for a term of one year: Peter Barrett, PhD | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1b. | 1b. | Election of Director for a term of one year: Samuel R. Chapin | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1c. | 1c. | Election of Director for a term of one year: Sylvie Grégoire, PharmD | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1d. | 1d. | Election of Director for a term of one year: Michelle McMurry-Heath, MD, PhD | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1e. | 1e. | Election of Director for a term of one year: Alexis P. Michas | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1f. | 1f. | Election of Director for a term of one year: Prahlad R. Singh, PhD | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1g. | 1g. | Election of Director for a term of one year: Michel Vounatsos | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1h. | 1h. | Election of Director for a term of one year: Frank Witney, PhD | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 1i. | 1i. | Election of Director for a term of one year: Pascale Witz | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 2. | 2. | To ratify the selection of Deloitte & Touche LLP as PerkinElmer's independent registered public accounting firm for the current fiscal year. | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 3. | 3. | To approve, by non-binding advisory vote, our executive compensation. | For | For | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 4. | 4. | To recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes. | 1 Year | 1 Year | |
| PERKINELMER, INC. | 25-Apr-2023 | 714046109 | PKI | Management | With Management | 5. | 5. | To approve the amendment of the company's restated articles of organization, as amended, to change the name of the Company from PerkinElmer, Inc. to Revvity, Inc. | For | For | |
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.1 | 1.1 | ELECTION OF DIRECTOR: ZACHARY GEORGE | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.2 | 1.2 | ELECTION OF DIRECTOR: MARCIE KIZIAK | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.3 | 1.3 | ELECTION OF DIRECTOR: JEFFREY DEAN | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.4 | 1.4 | ELECTION OF DIRECTOR: ANNE FITZGERALD | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.5 | 1.5 | ELECTION OF DIRECTOR: RON HOZJAN | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.6 | 1.6 | ELECTION OF DIRECTOR: SHARI MOGK-EDWARDS | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 1.7 | 1.7 | ELECTION OF DIRECTOR: CHRISTOPHER PELYK | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 2 | 2 | TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION | For | For | ||
| NOVA CANNABIS INC | 05-May-2023 | 66980W104 | Management | With Management | 3 | 3 | TO CONSIDER AND, IF THOUGHT ADVISABLE, TO PASS A RESOLUTION (THE "TRANSACTION RESOLUTION") THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX "A" TO THE MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF THE COMPANY DATED APRIL 4, 2023 (THE "CIRCULAR"), TO APPROVE A PROPOSED TRANSACTION WITH SNDL INC., ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR | For | For | ||
| AFC GAMMA, INC. | 18-May-2023 | 00109K105 | AFCG | Management | With Management | 1. | Alexander Frank | 1. | DIRECTOR | For | For |
| AFC GAMMA, INC. | 18-May-2023 | 00109K105 | AFCG | Management | With Management | 1. | Marnie Sudnow | 1. | DIRECTOR | For | For |
| AFC GAMMA, INC. | 18-May-2023 | 00109K105 | AFCG | Management | With Management | 2. | 2. | Ratification of the Appointment of CohnReznick LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2023. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.1 | 1.1 | Election of Director: Dr. Flemming Ornskov, M.D., M.P.H. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.2 | 1.2 | Election of Director: Linda Baddour | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.3 | 1.3 | Election of Director: Dr. Udit Batra, Ph.D. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.4 | 1.4 | Election of Director: Dan Brennan | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.5 | 1.5 | Election of Director: Richard Fearon | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.6 | 1.6 | Election of Director: Dr. Pearl S. Huang, Ph.D. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.7 | 1.7 | Election of Director: Wei Jiang | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.8 | 1.8 | Election of Director: Christopher A. Kuebler | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 1.9 | 1.9 | Election of Director: Mark Vergnano | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 2. | 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 3. | 3. | To approve, by non-binding vote, executive compensation. | For | For | |
| WATERS CORPORATION | 23-May-2023 | 941848103 | WAT | Management | With Management | 4. | 4. | To approve, by non-binding vote, the frequency of executive compensation votes. | 1 Year | 1 Year | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 1.1 | 1.1 | Election of Class I Director to serve for a three-year term: Ana Dutra | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 1.2 | 1.2 | Election of Class I Director to serve for a three-year term: Geoffrey Duyk | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 1.3 | 1.3 | Election of Class I Director to serve for a three-year term: James McCann | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 1.4 | 1.4 | Election of Class I Director to serve for a three-year term: Steven Mills | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 2. | 2. | Ratification of the appointment of Macias Gini & O'Connell LLP as Amyris' independent registered public accounting firm for the fiscal year ending December 31, 2023. | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 3. | 3. | Approval of a non-binding advisory vote on the compensation of our named executive officers. | For | For | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 4. | 4. | Approval of a non-binding advisory vote on the frequency of future stockholder say-on-pay votes. | 1 Year | 1 Year | |
| AMYRIS, INC. | 25-May-2023 | 03236M200 | AMRS | Management | With Management | 5. | 5. | Approval of an amendment to Amyris' restated Certificate of Incorporation to effect an increase in the total number of our authorized shares. | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 1a. | 1a. | Election of Director: Craig Snyder | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 1b. | 1b. | Election of Director: Donald Hunter | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 1c. | 1c. | Election of Director: Renah Persofsky | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 1d. | 1d. | Election of Director: Aaron LoCascio | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 1e. | 1e. | Election of Director: Jeff Uttz | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 2. | 2. | Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 3. | 3. | Approval and adoption of an amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., to be filed not later than November 20, 2023, to effect a reverse stock split of our Class A common stock at a ratio in the range of 1-for-5 to 1-for-15 (collectively, the "Reverse Split"), with such ratio to be determined in the discretion of the Greenlane board of directors and publicly disclosed prior to the effectiveness of the Reverse Split. | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 4. | 4. | Approval of an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposal 3 or Proposal 5. | For | For | |
| GREENLANE HOLDINGS, INC. | 02-Jun-2023 | 395330202 | GNLN | Management | With Management | 5. | 5. | Approval of the Third Amended and Restated Greenlane Holdings, Inc. 2019 Equity Incentive Plan. | For | For | |
| HYDROFARM HOLDINGS GROUP, INC. | 06-Jun-2023 | 44888K209 | HYFM | Management | With Management | 1a. | 1a. | Election of Class III Director to serve three-year terms expiring in 2026: Richard D. Moss | For | For | |
| HYDROFARM HOLDINGS GROUP, INC. | 06-Jun-2023 | 44888K209 | HYFM | Management | With Management | 1b. | 1b. | Election of Class III Director to serve three-year terms expiring in 2026: Susan P. Peters | For | For | |
| HYDROFARM HOLDINGS GROUP, INC. | 06-Jun-2023 | 44888K209 | HYFM | Management | With Management | 2. | 2. | To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to reflect new Delaware law provisions regarding officer exculpation. | For | For | |
| HYDROFARM HOLDINGS GROUP, INC. | 06-Jun-2023 | 44888K209 | HYFM | Management | With Management | 3. | 3. | To approve, on a non-binding advisory basis, the compensation of our named executive officers. | For | For | |
| HYDROFARM HOLDINGS GROUP, INC. | 06-Jun-2023 | 44888K209 | HYFM | Management | With Management | 4. | 4. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.1 | 1.1 | Election of Director to serve until the next Annual Meeting: Alan Gold | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.2 | 1.2 | Election of Director to serve until the next Annual Meeting: Gary Kreitzer | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.3 | 1.3 | Election of Director to serve until the next Annual Meeting: Mary Curran | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.4 | 1.4 | Election of Director to serve until the next Annual Meeting: Scott Shoemaker | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.5 | 1.5 | Election of Director to serve until the next Annual Meeting: Paul Smithers | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 1.6 | 1.6 | Election of Director to serve until the next Annual Meeting: David Stecher | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 2. | 2. | Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. | For | For | |
| INNOVATIVE INDUSTRIAL PROPERTIES, INC. | 07-Jun-2023 | 45781V101 | IIPR | Management | With Management | 3. | 3. | Approval on a non-binding advisory basis of the compensation of the Company's named executive officers. | For | For | |
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 1 | 1 | TO SET THE NUMBER OF DIRECTORS OF THE COMPANY AT SIX (6) | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.A | 2.A | ELECTION OF DIRECTOR: JONATHAN ATWOOD | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.B | 2.B | ELECTION OF DIRECTOR: JOHN HELD | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.C | 2.C | ELECTION OF DIRECTOR: THOMAS LARDIERI | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.D | 2.D | ELECTION OF DIRECTOR: ALICIA MORGA | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.E | 2.E | ELECTION OF DIRECTOR: JACQUES TORTOROLI | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 2.F | 2.F | ELECTION OF DIRECTOR: SUSAN VOGT | For | For | ||
| CHARLOTTE'S WEB HOLDINGS INC | 15-Jun-2023 | 16106R109 | Management | With Management | 3 | 3 | TO APPOINT ERNST & YOUNG LLP AS AUDITORS FOR THE ENSUING YEAR AND TO AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO FIX THE REMUNERATION TO BE PAID TO THE AUDITORS | For | For | ||
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Dr. Andreas Bodmeier | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Dr. Jason Papastavrou | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. Anthony Cappell | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. Brandon Konigsberg | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. Frederick C. Herbst | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. John Mazarakis | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. Michael L. Steiner | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr. Peter Sack | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 1. | Mr.Donald E.Gulbrandsen | 1. | DIRECTOR | For | For |
| CHICAGO ATLANTIC REAL ESTATE FINANCE INC | 15-Jun-2023 | 167239102 | REFI | Management | With Management | 2. | 2. | The Ratification of the Selection of BDO USA LLP to Serve as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 | For | For | |
| WM TECHNOLOGY, INC. | 21-Jun-2023 | 92971A109 | MAPS | Management | With Management | 1. | Brenda Freeman | 1. | DIRECTOR | For | For |
| WM TECHNOLOGY, INC. | 21-Jun-2023 | 92971A109 | MAPS | Management | With Management | 1. | Olga Gonzalez | 1. | DIRECTOR | For | For |
| WM TECHNOLOGY, INC. | 21-Jun-2023 | 92971A109 | MAPS | Management | With Management | 1. | Tony Aquila | 1. | DIRECTOR | For | For |
| WM TECHNOLOGY, INC. | 21-Jun-2023 | 92971A109 | MAPS | Management | With Management | 2. | 2. | Advisory Vote, On A Non-Binding Basis, To Approve The Compensation Of Our Named Executive Officers For The Year Ended 2022. | For | For | |
| WM TECHNOLOGY, INC. | 21-Jun-2023 | 92971A109 | MAPS | Management | With Management | 3. | 3. | Ratification Of Selection Of Independent Registered Public Accounting Firm. | For | For | |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 1. | Darren Lampert | 1. | DIRECTOR | For | For |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 1. | Eula Adams | 1. | DIRECTOR | For | For |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 1. | Michael Salaman | 1. | DIRECTOR | For | For |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 1. | Paul Ciasullo | 1. | DIRECTOR | For | For |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 1. | Stephen Aiello | 1. | DIRECTOR | For | For |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 2. | 2. | To provide an advisory vote to approve the compensation paid to the Company's named executive officers pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Say-on- Pay"). | For | For | |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 3. | 3. | To approve and ratify the amendment and restatement of the Company's Amended and Restated 2018 Equity Incentive Plan to increase the number of shares issuable thereunder from 5,000,000 to 8,000,000. | For | For | |
| GROWGENERATION CORP. | 22-Jun-2023 | 39986L109 | GRWG | Management | With Management | 4. | 4. | To approve and ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm to audit the Company's financial statements as of December 31, 2023 and for the fiscal years then ending. | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1a. | 1a. | Election of Director: Jason Adler | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1b. | 1b. | Election of Director: Kendrick Ashton, Jr. | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1c. | 1c. | Election of Director: Kamran Khan | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1d. | 1d. | Election of Director: Dominik Meier | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1e. | 1e. | Election of Director: Michael Gorenstein | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1f. | 1f. | Election of Director: Elizabeth Seegar | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 1g. | 1g. | Election of Director: James Rudyk | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 2. | 2. | Adoption of an advisory (non- binding) resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement dated April 28, 2023. | For | For | |
| CRONOS GROUP INC. | 22-Jun-2023 | 22717L101 | CRON | Management | With Management | 3. | 3. | Appointment of KPMG LLP to serve as the Company's registered independent public accounting firm for fiscal year 2023 and to authorize the board of directors of the Company to fix their remuneration. | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1a. | 1a. | Election of Director: Michael A. DeGiglio | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1b. | 1b. | Election of Director: John P. Henry | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1c. | 1c. | Election of Director: David Holewinski | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1d. | 1d. | Election of Director: Kathleen M. Mahoney | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1e. | 1e. | Election of Director: John R. McLernon | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1f. | 1f. | Election of Director: Stephen C. Ruffini | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 1g. | 1g. | Election of Director: Christopher C. Woodward | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 2. | 2. | Approval of the compensation of the Company's named executive officers on an advisory, non-binding basis. | For | For | |
| VILLAGE FARMS INTERNATIONAL, INC. | 23-Jun-2023 | 92707Y108 | VFF | Management | With Management | 3. | 3. | Re-appointing PricewaterhouseCoopers LLP as the independent public accounting firm for the Company for the fiscal year ending December 31, 2023. | For | For | |
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.1 | 1.1 | ELECTION OF DIRECTOR: DAVID ELSLEY | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.2 | 1.2 | ELECTION OF DIRECTOR: JENNIFER CHAO | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.3 | 1.3 | ELECTION OF DIRECTOR: MICHAEL WILLNER | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.4 | 1.4 | ELECTION OF DIRECTOR: COLIN STOTT | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.5 | 1.5 | ELECTION OF DIRECTOR: PETER PEKOS | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.6 | 1.6 | ELECTION OF DIRECTOR: DR. GUILLERMO TORRE-AMIONE | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.7 | 1.7 | ELECTION OF DIRECTOR: CHRIS WADDICK | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 1.8 | 1.8 | ELECTION OF DIRECTOR: TERI LOXAM | For | For | ||
| CARDIOL THERAPEUTICS INC | 28-Jun-2023 | 14161Y200 | Management | With Management | 2 | 2 | TO APPOINT BDO CANADA LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND TO AUTHORIZE REMUNERATION TO BE FIXED BY THE BOARD | 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 | August 28, 2023 | ||