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 811-23333
Cliffwater Corporate Lending Fund
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)
Terrance P. Gallagher
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)
Registrant's telephone number, including area code: (414) 299-2000
Date of fiscal year end: December 31
Date of reporting period: July 1, 2020 through June 30, 2021
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
For the Cliffwater Corporate Lending Fund
Vote Summary
| CRESCENT CAPITAL BDC, INC. | |||||||||
| CUSIP Number | 225655109 | Meeting Type | Special | ||||||
| Ticker Symbol | CCAP | Meeting Date | 17-Dec-2020 | ||||||
| ISIN | US2256551092 | Agenda | 935303925 - Management | ||||||
| Record Date | 23-Oct-2020 | Holding Recon Date | 23-Oct-2020 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 16-Dec-2020 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | To approve the new advisory agreement between the Corporation and Crescent Capital Advisors, LLC, the Corporation's current investment adviser (the "Advisor"), to take effect upon the consummation of the acquisition of a controlling stake in Crescent Capital Group, LP (the Advisor's parent company) by Sun Life Financial, Inc. | Management | Yes | For | For | For | |||
| 2. | To transact such other business as may properly come before the Special Meeting and any adjournment thereof. | Management | Yes | For | For | For | |||
| OWL ROCK CAPITAL CORPORATION | |||||||||
| CUSIP Number | 69121K104 | Meeting Type | Special | ||||||
| Ticker Symbol | ORCC | Meeting Date | 17-Mar-2021 | ||||||
| ISIN | US69121K1043 | Agenda | 935331037 - Management | ||||||
| Record Date | 15-Jan-2021 | Holding Recon Date | 15-Jan-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 16-Mar-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | To approve the Company's entry into an amended and restated investment advisory agreement (the "New Advisory Agreement") between the Company and Owl Rock Capital Advisors LLC (the "Adviser"), pursuant to which the Adviser will continue to provide investment advisory and management services to the Company following the change in control of the Adviser with no changes to terms, as more fully described in the accompanying proxy statement (the "New Advisory Agreement Proposal"). | Management | Yes | For | For | For | |||
| 2. | To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the New Advisory Agreement Proposal (the "Adjournment Proposal"). | Management | Yes | For | For | For | |||
| NEW MOUNTAIN FINANCE CORPORATION | |||||||||
| CUSIP Number | 647551100 | Meeting Type | Annual | ||||||
| Ticker Symbol | NMFC | Meeting Date | 30-Apr-2021 | ||||||
| ISIN | US6475511001 | Agenda | 935349008 - Management | ||||||
| Record Date | 01-Mar-2021 | Holding Recon Date | 01-Mar-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 29-Apr-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | DIRECTOR | Management | |||||||
| 1 | John R. Kline | Yes | For | For | For | ||||
| 2 | David Ogens | Yes | For | For | For | ||||
| 3 | Adam B. Weinstein | Yes | For | For | For | ||||
| 2. | To ratify the appointment of Deloitte & Touche LLP to serve as New Mountain Finance Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | Yes | For | For | For | |||
| SIXTH STREET SPECIALTY LENDING | |||||||||
| CUSIP Number | 83012A109 | Meeting Type | Annual | ||||||
| Ticker Symbol | TSLX | Meeting Date | 26-May-2021 | ||||||
| ISIN | US83012A1097 | Agenda | 935389797 - Management | ||||||
| Record Date | 31-Mar-2021 | Holding Recon Date | 31-Mar-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 25-May-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | DIRECTOR | Management | |||||||
| 1 | Richard Higginbotham | Yes | For | For | For | ||||
| 2 | David Stiepleman | Yes | For | For | For | ||||
| 3 | Ronald Tanemura | Yes | For | For | For | ||||
| 2. | To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | Yes | For | For | For | |||
| SIXTH STREET SPECIALTY LENDING | |||||||||
| CUSIP Number | 83012A109 | Meeting Type | Special | ||||||
| Ticker Symbol | TSLX | Meeting Date | 26-May-2021 | ||||||
| ISIN | US83012A1097 | Agenda | 935396829 - Management | ||||||
| Record Date | 31-Mar-2021 | Holding Recon Date | 31-Mar-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 25-May-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | To approve a proposal to authorize the Company to sell or otherwise issue shares of its common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its Board of Directors and subject to the conditions set forth in the accompanying proxy statement. | Management | Yes | For | For | For | |||
| ARES CAPITAL CORPORATION | |||||||||
| CUSIP Number | 04010L103 | Meeting Type | Annual | ||||||
| Ticker Symbol | ARCC | Meeting Date | 07-Jun-2021 | ||||||
| ISIN | US04010L1035 | Agenda | 935404599 - Management | ||||||
| Record Date | 08-Apr-2021 | Holding Recon Date | 08-Apr-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 04-Jun-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1A. | Election of Class II Director to serve until the 2024 Annual Meeting: Michael K. Parks | Management | Yes | For | For | For | |||
| 1B. | Election of Class II Director to serve until the 2024 Annual Meeting: Robert L. Rosen | Management | Yes | For | For | For | |||
| 1C. | Election of Class II Director to serve until the 2024 Annual Meeting: Bennett Rosenthal | Management | Yes | For | For | For | |||
| 2. | To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. | Management | Yes | For | For | For | |||
| STELLUS CAPITAL INVESTMENT CORPORATION | |||||||||
| CUSIP Number | 858568108 | Meeting Type | Annual | ||||||
| Ticker Symbol | SCM | Meeting Date | 24-Jun-2021 | ||||||
| ISIN | US8585681088 | Agenda | 935426393 - Management | ||||||
| Record Date | 05-Apr-2021 | Holding Recon Date | 05-Apr-2021 | ||||||
| City / | Country | / | United States | Vote Deadline Date | 23-Jun-2021 | ||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1. | DIRECTOR | Management | |||||||
| 1 | Robert T. Ladd | Yes | For | For | For | ||||
| 2 | J. Tim Arnoult | Yes | For | For | For | ||||
| 2. | To approve a proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 25% of the Company's outstanding common stock at an offering price that is below the Company's then current NAV per share. | Management | Yes | For | For | For | |||
| 3. | To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies. | Management | Yes | For | For | For | |||
| Business Development Corporation of America | |||||||||
| CUSIP Number | 12325J101 | Meeting Type | Annual | ||||||
| Ticker Symbol | BDVC | Meeting Date | 6/3/2021 | ||||||
| ISIN | Agenda | ||||||||
| Record Date | Holding Recon Date | ||||||||
| City / | Country | / | United States | Vote Deadline Date | |||||
| SEDOL(s) | Quick Code | ||||||||
| Item | Proposal | Proposed by | Did Fund Vote | Vote | Management Recommendation | For/Against Management | |||
| 1A. | Election of Director for a three-year term expiring 2024: Richard J. Byrne | Management | Yes | For | For | For | |||
| 1B. | Election of Director for a three-year term expiring 2024: Lee S. Hillman | Management | Yes | For | For | For | |||
| 2. | To authorize the Company to sell or otherwise issue up to 25% of the Company's outstanding common stock at a price below the Company's then current net asset value ("NAV") per share. | Management | Yes | For | 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.
Cliffwater Corporate Lending Fund
| /s/ Stephen Nesbitt | |
| Stephen Nesbitt, President | |
| (Principal Executive Officer) | |
| August 26, 2021 | |
