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 811-07074
180 Degree Capital Corp.
(Exact name of registrant as specified in charter)
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Address of principal executive offices) (Zip code)
Daniel B. Wolfe
President and Chief Financial Officer
180 Degree Capital Corp.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Name and address of agent for service)
Registrant’s telephone number, including area code: 973-746-4500
Date of fiscal year end: December 31
Date of reporting period: July 1, 2017 — June 30, 2018
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 (§§ 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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Proxy Voting Record
Adesto Technologies Corporation | |||
Exchange and Symbol: | NASDAQ:IOTS | ||
CUSIP: | 00687D101 | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | June 19, 2018 | ||
Proposals: | Proposed by: | Vote: | For/Against Management: |
1. Election of Class III Directors | |||
Nelson Chan | Management | For | For |
Narbeh Derhacobian | Management | For | For |
2. Ratification of the appointment of BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018 | Management | For | For |
D-Wave Systems, Inc. | |||
Exchange and Symbol: | N/A | ||
CUSIP: | N/A | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | June 29, 2018 | ||
Proposals: | Proposed by: | Vote: | For/Against Management: |
1. To determine the number of Directors at nine (9) | Management | For | For |
2. To election of Directors | |||
Vern J. Brownell | Management | For | For |
Geoff J. Catherwood | Management | For | For |
J. Haig deB. Farris, LLD | Management | For | For |
Steve T. Jurvetson | Management | For | For |
François Lachance | Management | For | For |
V. Paul Lee | Management | For | For |
Donald J. Listwin | Management | For | For |
Dr. Philippe St-Jean | Management | For | For |
Steven M. West | Management | For | For |
3. To appoint PricewaterhouseCoopers LLP as the auditor of D-Wave Systems | Management | For | For |
4. To authorize the directors of D-Wave Systems to fix the renumeration of PricewaterhouseCoopers LLP as the auditor of D-Wave Systems | Management | For | For |
Emcore Corporation | |||
Exchange and Symbol: | NASDAQ:EMKR | ||
CUSIP: | 290846203 | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | March 16, 2018 | ||
Proposal: | Proposed by: | Vote: | For/Against Management: |
1. Election of Director for a three-year term expiring at Emcore's 2021 Annual Meeting of Shareholders | |||
Stephen Domenick | Management | For | For |
2. To ratify the appointment of KMPG LLP as Emcore's independent registered public accounting firm for the fiscal year ending September 30, 2018. | Management | For | For |
3. To approve an amendment to the Certificate of Incorporation to declassify the Board. | Management | For | For |
4. To approve an amendment to the Certificate of Incorporation to change the required number of members of the Company’s Board of Directors. | Management | For | For |
5. To approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certain provisions of the Certificate of Incorporation. | Management | For | For |
6. To approve an extension of the company’s tax benefits preservation plan. | Management | Against | Against |
7. To approve, on an advisory basis, the executive compensation of Emcore's Named Executive Officers. | Management | For | For |
HZO, Inc. | |||
Exchange and Symbol: | N/A | ||
CUSIP: | N/A | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | March 14, 2018 | ||
Proposal: | Proposed by: | Vote: | For/Against Management: |
1. Election of Directors | |||
Michael Rhodin | Management | For | For |
Gavin Myers | Management | For | For |
Nelson Chan | Management | For | For |
Patrick Poon | Management | For | For |
Ryan Pollock | Management | For | For |
Kamal Bherwani | Management | For | For |
Mersana Therapeutics, Inc. | |||
Exchange and Symbol: | NASDAQ: MRSN | ||
CUSIP: | 59045L106 | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | June 27, 2018 | ||
Proposals: | Proposed by: | Vote: | For/Against Management: |
1. Election of Class I Director | |||
Willard H. Dere, M.D. | Management | For | For |
2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018. | Management | For | For |
Synacor, Inc. | |||
Exchange and Symbol: | NASDAQ: SYNC | ||
CUSIP: | 871561106 | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | May 17, 2018 | ||
Proposals: | Proposed by: | Vote: | For/Against Management: |
1. Election of Class I Directors | |||
Himesh Bhise | Management | For | For |
Andrew Kau | Management | For | For |
Jordan Levy | Management | For | For |
2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018. | Management | For | For |
3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers. | Management | For | For |
4. To approve, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be conducted for 1 Year. | Management | For | For |
TheStreet, Inc. | |||
Exchange and Symbol: | NASDAQ: TST | ||
CUSIP: | 88368Q103 | ||
Shareholder Meeting Type: | Annual Meeting | ||
Shareholder Meeting Date: | May 18, 2018 | ||
Proposals: | Proposed by: | Vote: | For/Against Management: |
1. Election of Class I Directors | |||
James Cramer | Management | For | For |
Bowers Espy | Management | For | For |
Kevin Rendino | Management | For | For |
2. To ratify the appointment of BDO USA LLP as TheStreet, Inc.'s the independent registered public accounting firm for the fiscal year ending December 31, 2018. | Management | For | For |
3. To approve the compensation of The Street, Inc.'s named executive officers as discussed in the Proxy Statement. | Management | For | For |
4. To approve TheStreet, Inc. 2007 Performance Incentive Plan, as amended and restated. | 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: | 180 Degree Capital Corp. |
By: | /s/ Daniel B. Wolfe |
Daniel B. Wolfe | |
President and Chief Financial Officer | |
Date: | August 1, 2018 |