Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
HL Acquistion Corp. | 7/2/2020 | G4603R106 | HCCH | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Extension Amendment Proposal: To extend the date by which the Company has to consummate a business combination from July 2, 2020 to October 2, 2020 | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Royce Value Trust | 7/14/2020 | 780910105 | RVT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. Proposal to consider and approve a new investment advisory agreement, by and between Royce & Associates, LP and Royce Value Trust, Inc. | Issuer | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Andina Acquistion Corp. III | 7/29/2020 | G04415108 | ANDA | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Amend the Company's amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from July 31, 2020 to October 31, 2020 (or December 31, 2020 if the Company has executed a definitive agreement for a business combination by October31, 2020). | Issuer | |
For | For | 2. Adjourn the Special Meeting of shareholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Spartan Energy Acq. | 8/3/2020 | 846784106 | SPAQ | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
NO Vote shares sold | For | 1. Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination for an additional six months, from August 14, 2020 to February 14, 2021. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Vertical Cap income FD | 8/28/2020 | 92535C104 | VCIF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. To re-elect Mark J. Schlafly as a Trustee of the Fund. | Issuer | |
Mirror vote | For | 2. To elect Jack L. Macdowell, Jr. as a Trustee of the Fund. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
CF Finance Acquistion Corp. | 9/10/2020 | 12528N107 | CFFA | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Extension Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 17, 2020 to December 17, 2020 or such earlier date as determined by the board of directors. | Issuer | |
For | For | 2. Adjournment Proposal: Adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
The Swiss Helvetia Fund | 9/11/2020 | 870875101 | SWZ | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | DIRECTOR | Issuer | |
| | Andrew Dakos | | |
| | Richard Dayan | | |
| | Phillip F. Goldstein | | |
| | Gerald Hellerman | | |
| | Moritz A. Sell | | |
Mirror vote | For | 2. To ratify the selection by the Fund's Board of Directors of Tait, Weller & Baker, LLP as the Fund's independent registered public accounting firm for the year ending December 31, 2020. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
First Trust Senior FL Rate Inc II | 9/14/2020 | 33733U108 | FCT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. DIRECTOR | Issuer | |
| | 01 Richaerd E Erickson | | |
| | 02 Thomas R. Kadlec | | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Pioneer Diversified High Income | 9/16/2020 | 723653101 | HNW | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. CLASS I DIRECTOR | Issuer | |
| | 01 Diana Durdin | | |
| | 02 Benjamin M Friedman | | |
| | 03 Kenneth J Taubes | | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
GOLD PROXY | | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Pioneer Floating Rate Trust | 9/16/2020 | 72369J102 | PHD | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Directors | Sharholder | |
| | 01 Charles I Clarvit | | |
| | 02 Stephen G Flanagan | | |
| | 03 Frederic Gabriel | | |
For | For | 2. Termination of the Advisory Agreement between the Fund and Pioneer Investment Management, Inc., dated December 22, 2004, and all other advisory and management agreements between the Fund and Pioneer Investment Management, Inc. | Sharholder | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Delaware Inv MN Muni Income FD II | 9/18/2020 | 24610V103 | VMM | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. DIRECTOR | Issuer | |
| | Thomas L. Bennett | | |
| | Jerome D. Abernathy | | |
| | John A. Fry | | |
| | Lucinda S. Landreth | | |
| | Shawn K. Lytle | | |
| | F. A. Sevilla-Sacasa | | |
| | Thomas K. Whitford | | |
| | Christianna Wood | | |
| | Janet L. Yeomans | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Royce Value Trust | 9/24/2020 | 780910105 | RVT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | Directors | Issuer | |
| | 01 Christopher D. Clark | | |
| | 02 Christopher C. Grisanti | | |
| | 03 Cecile B. Harper | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Royce Global Value Trust | 9/24/2020 | 78081T104 | RGT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | Directors | Issuer | |
| | 01 Christopher D. Clark | | |
| | 02 Christopher C. Grisanti | | |
| | 03 Cecile B. Harper | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Schultze Special purpose Acq | 9/29/2020 | 80821R109 | SAMA | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Charter Amendment: To amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional three months, from September 30, 2020 to December 31, 2020. | Issuer | |
For | For | 2. The Charter Amendment: To amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional three months, from September 30, 2020 to December 31, 2020. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
HL Acquistion Corp. | 10/2/2020 | G4603R106 | HCCH | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Extension Amendment Proposal: To extend the date by which the Company has to consummate a business combination from Oct 2, 2020 to Jan 2, 2021 | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Churchill Cap Corp. III | 10/7/2020 | 17144C104 | CCXX | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To approve the business combination described in the accompanying proxy statement, including (a) adopting the Agreement and Plan of Merger, dated as of July 12, 2020, by and among Churchill, Polaris Parent Corp., Polaris Investment Holdings, L.P., Music Merger Sub I, Inc., a subsidiary of Churchill, and Music Merger Sub II LLC, a subsidiary of Churchill, a copy of which is attached to the accompanying proxy statement as Annex A. | Issuer | |
For | For | 2. To approve and adopt the second amended and restated certificate of incorporation of Churchill in the form attached to the accompanying proxy statement as Annex B (the "second amended and restated certificate of incorporation") | Issuer | |
For | For | 3A.To require, at any time that the Sellers and their Permitted Transferees (each as defined in the second amended and restated certificate of incorporation) beneficially own, in the aggregate, less than 50% of the voting power of the stock of Churchill entitled to vote generally in the election of directors, the approval of the affirmative vote of the holders of at least 66 2/3% of the common stock of Churchill to make any amendment to certain provisions of the certificate of incorporation or bylaws, including any amendments to Article V. | Issuer | |
For | For | 3B. To cause Churchill to not be governed by Section 203 of the Delaware General Corporate Law ("DGCL") and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes certain parties, including H&F (as defined in the second amended and restated certificate of incorporation), any of H&F's direct transferees or any of their affiliates or successors from the definition of "interested stockholder," and to make certain related changes | Issuer | |
For | For | 3.c To cause Churchill to not be governed by Section 203 of the Delaware General Corporate Law ("DGCL") and, instead, include a provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the DGCL, but excludes certain parties, including H&F (as defined in the second amended and restated certificate of incorporation), any of H&F's direct transferees or any of their affiliates or successors from the definition of "interested stockholder," and to make certain related changes | Issuer | |
For | For | 3D. To approve provisions in second amended and restated certificate of incorporation that provide that certain transactions are not "corporate opportunities" and that each of Sellers, Churchill and their respective affiliates and investment funds affiliated with Sellers and Churchill and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of foregoing who serve as officers or directors of Churchill are not subject. | Issuer | |
For | For | 3E. To approve provisions in the second amended and restated certificate of incorporation that provide that, for so long as the Sellers and their Permitted Transferees beneficially own, in the aggregate, 50% or more of the voting power of the stock of Churchill entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of Churchill may be taken without a meeting, without prior notice and without a vote | Issuer | |
For | For | 4. To approve and adopt the Churchill Capital Corp III 2020 Omnibus Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. A copy of such Incentive Plan is attached to the accompanying proxy statement as Annex H. | Issuer | |
For | For | 5. DIRECTOR | Issuer | |
| | Paul Emery | | |
| | Mark Tabak | | |
| | Bill Veghte | | |
| | Glenn R. August | | |
| | Richard Clarke | | |
| | Hunter Philbrick | | |
| | Anthony Colaluca | | |
| | Michael Klein | | |
| | Allen Thorpe | | |
For | For | 6. To approve, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange's ("NYSE") Listed Company Manual, (a) the issuance of more than 20% of Churchill's issued and outstanding shares of common stock in connection with the Transactions (as described in the accompanying proxy statement), including, without limitation, the PIPE Investment and the issuance of more than 20% of Churchill's issued and outstanding shares to a single holder in connection with the Transactions. | Issuer | |
For | For | 7. To approve any proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos. 1 through 6. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Software Acquisition Group | 10/12/2020 | 83406B101 | SAQN | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Business Combination Proposal: To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 10, 2020, by and among Software Acquisition Group Inc. (the "Company"), CS Merger Sub, Inc., CuriosityStream Inc. ("CuriosityStream") and Hendricks Factual Media LLC and the transactions contemplated thereby (collectively, the "Business Combination"), including the merger of CuriosityStream into CS Merger Sub, Inc. (the "Business Combination Proposal") | Issuer | |
For | For | 2. Authorized Shares: To authorize the change in the authorized capital stock of the Company from (a) 110,000,000 shares of common stock, consisting of 100,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock and 1,000,000 shares of preferred stock to (b) 125,000,000 shares common stock and 1,000,000 shares of preferred stock. | Issuer | |
For | For | 3. Elimination of Class B Common Stock: To authorize the removal of all provisions relating to the Class B Common Stock, including without limitation conversion, anti-dilution and special voting rights of the Class B Common Stock. | Issuer | |
For | For | 4. Elimination of Class B Common Stock: To authorize the removal of all provisions relating to the Class B Common Stock, including without limitation conversion, anti-dilution and special voting rights of the Class B Common Stock. | Issuer | |
For | For | 5. Elimination of Class B Common Stock: To authorize the removal of all provisions relating to the Class B Common Stock, including without limitation conversion, anti-dilution and special voting rights of the Class B Common Stock. | Issuer | |
For | For | 6. Amendments to Waiver of Corporate Opportunities Prospective Only: To provide that any alteration, amendment, addition to or repeal of the provisions of the Proposed Charter that relates to the waiver of corporate opportunities will not eliminate or reduce such provisions in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for such provisions, would accrue or arise, prior to such alteration, amendment, addition repeal or adoption. | Issuer | |
For | For | 7. Required Vote to Amend Certain Provisions Relating to the Directors: To require the affirmative vote of 66.7% of the outstanding shares of stock entitled to vote in the election of directors, voting as a single class, to effect any amendment to the charter relating to the powers, number, election, term, vacancies or removal of directors of New CuriosityStream. | Issuer | |
For | For | 8. Removal of Exemptions to Deemed Service of Process in Exclusive Forum Provision: To remove specific exemptions to the deemed acceptance of service of process on counsel bringing claims outside Delaware for stockholder suits as to which the (a) Delaware Chancery Court (the "Court") determines there is an indispensable party not subject to the Court's jurisdiction, (b) is vested in the exclusive jurisdiction of a court or forum other than the Court or (c) for which the Court does not have subject matter jurisdiction. | Issuer | |
For | For | 9. Exclusive Forum for Internal Corporate Claims: To provide that the Delaware Chancery Court will be the exclusive jurisdiction for any stockholder to bring any action asserting an "internal corporate claim" as defined in Section 115 of the Delaware General Corporation Law. | Issuer | |
For | For | 10. Exclusive Forum for Claims Under the Securities Act and for Offers and Sales of Securities: To provide that the Federal District Courts of the United States of America will be the exclusive forum for resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended, or with respect to the offer or sale of securities of the Company. | Issuer | |
For | For | 11. Replacement of the Existing Charter: To authorize all other changes in connection with the amendment and restatement of the Existing Charter (a copy of which is attached to the proxy statement as Annex B). | Issuer | |
For | For | 12. The Stock Issuance Proposal: To consider and vote upon a proposal to approve, for the purpose of complying with NASDAQ Listing Rule 5635(a), the issuance of Class A Common Stock pursuant to the merger agreement and 2,500,000 shares of Class A Common Stock to certain investors in a private placement. | Issuer | |
For | For | 13. The Stock Issuance Proposal: To consider and vote upon a proposal to approve, for the purpose of complying with NASDAQ Listing Rule 5635(a), the issuance of Class A Common Stock pursuant to the merger agreement and 2,500,000 shares of Class A Common Stock to certain investors in a private placement. | Issuer | |
For | For | 14. The Adjournment Proposal: To allow, if necessary, Software Acquisition Group's board of directors to adjourn the Special Meeting to a later date(s) to permit further solicitation of proxies if there are not sufficient votes to approve the Proposals, or holders of Software Acquisition Group's public shares have elected to redeem an amount of public shares such that Software Acquisition Group would have less than $5,000,001 of net tangible assets. | Issuer | |
For | None | 15. Shareholder Certification: I hereby certify that I am not acting in concert or as a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with any other shareholder with respect to the shares represented hereby in connection with the Business Combination. (FOR= I AM NOT) (AGAINST = I AM) | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Garrison Capital Inc. | 10/19/2020 | 366554103 | GARS | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To adopt the Agreement and Plan of Merger, dated as of June 24, 2020, by and among Portman Ridge Finance Corporation ("PTMN"), Citadel Acquisition Sub Inc. ("Merger Sub"), the Company and Sierra Crest Investment Management LLC and approve the transactions contemplated thereby, including the merger of Merger Sub with and into the Company and immediately thereafter the merger of the Company with and into PTMN (collectively, the "Merger Proposal"). | Issuer | |
For | For | 2. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Western Asset Gbl high Inc Fd | 10/23/2020 | 95766B109 | EHI | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
NO VOTE Sold | For | 1.1 Election of Class I Director to serve until the 2023 Annual Meeting of Stockholders: Carol L. Colman | Issuer | |
| | 1.2 Election of Class I Director to serve until the 2023 Annual Meeting of Stockholders: Daniel P. Cronin | | |
| | 1.3 Election of Class I Director to serve until the 2023 Annual Meeting of Stockholders: Daniel P. Cronin | | |
| | | | |
NO VOTE Sold | For | 2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent registered public accountants for the fiscal year ending May 31, 2021. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Healthcare Merger Corp | 10/30/2020 | 42227L102 | HCCO | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Business Combination Proposal — To consider and vote | Issuer | |
| | upon a proposal to approve, assuming the Charter Proposals | | |
| | and the NASDAQ Proposal are approved and adopted, the | | |
| | Agreement and Plan of Merger, dated as of July 29, 2020 | | |
| | (as it may be amended from time to time, the “Merger | | |
| | Agreement”), by and among Specialists On Call, Inc. (“SOC | | |
| | Telemed”), Healthcare Merger Corp. ("HCMC"), Sabre Merger | | |
| | Sub I, Inc., a wholly owned subsidiary of HCMC (“First | | |
| | Merger Sub”), and Sabre Merger Sub II, LLC, a wholly | | |
| | owned subsidiary of HCMC (“Second Merger Sub”), pursuant | | |
| | to which First Merger Sub will merge with and into SOC | | |
| | Telemed (the “First Merger”), with SOC Telemed being the | | |
| | surviving corporation of the First Merger (the “surviving | | |
| | corporation”), and immediately following the First Merger, | | |
| | the surviving corporation will merge with and into Second | | |
| | Merger Sub (the “Second Merger” and, collectively with the | | |
| | First Merger and the other transactions contemplated by | | |
| | the Merger Agreement, the “Business Combination”), with | | |
| | Second Merger Sub being the surviving company of the Second | | |
| | Merger. A copy of the Merger Agreement is attached to the | | |
| | proxy statement/consent solicitation statement/prospectus | | |
| | as Annex A. | | |
| | The Charter Proposals — To consider and vote upon | | |
| | separate proposals to approve, assuming the Business | | |
| | Combination Proposal and the NASDAQ Proposal are | | |
| | approved and adopted, the following material differences | | |
| | between HCMC’s existing amended and restated certificate | | |
| | of incorporation and the proposed second amended and | | |
| | restated certificate of incorporation that will be in | | |
| | effect upon the Closing, a copy of which is attached to | | |
| | the proxy statement/consent solicitation statement/ | | |
| | prospectus as Annex B: | | |
For | For | 2. Increase the total number of authorized shares of all classes of capital stock from 111,000,000 shares to 505,000,000, which would consist of (i) 500,000,000 shares of Class A common stock and (ii) 5,000,000 shares of preferred stock. | Issuer | |
| | 3. Require the affirmative vote of either a majority of the | | |
| | board of directors then in office or the holders of twothirds | | |
| | of the voting power of the outstanding shares of | | |
| | capital stock for the adoption, amendment, alteration | | |
| | or repeal of the bylaws; provided that if two-thirds | | |
| | of the board of directors then in office has approved | | |
| | such adoption, amendment, alteration or repeal of any | | |
| | provisions of the bylaws, then only the affirmative vote | | |
| | of the holders of at least a majority of the voting | | |
| | power of the outstanding shares of capital stock will | | |
| | be required for the adoption, amendment, alteration or | | |
For | For | repeal of any provision of the bylaws; | Issuer | |
| | 4. Require the affirmative vote of either a majority of | | |
| | the board of directors or the holders of two-thirds of | | |
| | the voting power of the outstanding shares of capital | | |
| | stock for the adoption, amendment, alteration or repeal | | |
| | of certain provisions of the charter; provided that if | | |
| | two-thirds of the board of directors has approved such | | |
| | adoption, amendment, alteration or repeal, then only the | | |
| | affirmative vote of the holders of at least a majority of | | |
| | the voting power of the outstanding shares of capital | | |
| | stock will be required for the adoption, amendment, | | |
For | For | alteration or repeal of such provision | Issuer | |
| | 5. Provide that certain transactions would not be | | |
| | considered “competitive opportunities” and that each of | | |
| | Warburg Pincus Private Equity XI, L.P., Warburg Pincus | | |
| | Private Equity XI-B, L.P., Warburg Pincus XI Partners, | | |
| | L.P., WP XI Partners, L.P., Warburg Pincus Private | | |
| | Equity XI-C, L.P. and WP XI Finance, LP and their | | |
| | respective affiliates, directors, principals, officers, | | |
| | employees and other representatives is not subject to | | |
| | the doctrine of corporate opportunity and does not have | | |
| | any duty to refrain from engaging directly or indirectly | | |
| | in an investment or corporate or business opportunity or | | |
| | offering a prospective economic or competitive advantage | | |
| | in which the company or any of its controlled affiliates, | | |
| | directly or indirectly, could have an interest or | | |
| | expectancy unless, in each case, such opportunity is | | |
| | expressly offered to such person solely in his or her | | |
For | For | capacity as a director of HCMC; | Issuer | |
| | 6. Provide that, in addition to the indemnification | | |
| | provisions in the existing charter, to the extent an | | |
| | indemnitee has rights to indemnification, advancement | | |
| | of expenses and/or insurance provided by persons | | |
| | or entities other than HCMC, (i) HCMC shall be the | | |
| | indemnitor of first resort, (ii) HCMC shall be required | | |
| | to advance the full amount of expenses incurred by | | |
| | indemnitees and shall be liable for the full amount of | | |
| | all claims to the extent legally permitted, and (iii) | | |
| | HCMC irrevocably waives, relinquishes and releases | | |
| | such persons from any and all claims against them for | | |
| | contribution, subrogation or any other recovery of any | | |
For | For | kind in respect thereof; | Issuer | |
For | For | 7. Clarify that the exclusive jurisdiction of the Court of Chancery of the State of Delaware shall not apply to suits brought to enforce any duty or liability under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive or concurrent jurisdiction. To the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of claims arising under the Securities Act; and | Issuer | |
For | For | 8. Authorize all other proposed changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from “Healthcare Merger Corp.” to “SOC Telemed, Inc.” and removing certain provisions relating to HCMC’s prior status as a blank check company and HCMC Class B common stock that will no longer apply upon the Closing, or (ii) that are administrative or clarifying in nature, including the deletion of language without substantive effect. | Issuer | |
For | For | 9A-9G Election of Directors | Issuer | |
For | For | 10. The Incentive Plan Proposal - To approve and adopt, assuming the Business Combination Proposal, the Charter Proposals and the NASDAQ Proposal are approved and adopted, the Specialists on Call, Inc. 2020 Equity Incentive Plan (the "Incentive Plan") and material terms thereunder. A copy of the Incentive Plan is attached to the proxy statement/consent solicitation statement/prospectus as Annex C. | | |
For | For | 11. The Employee Stock Purchase Plan Proposal - To approve and adopt, assuming the Business Combination Proposal, the Charter Proposals and the NASDAQ Proposal are approved and adopted, the Specialists on Call, Inc. 2020 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and material terms thereunder. A copy of the Employee Stock Purchase Plan is attached to the proxy statement/consent solicitation statement/prospectus as Annex D. | Issuer | |
For | For | 12. To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of HCMC's issued and outstanding common stock in connection with the Business Combination and the PIPE Investment (as defined in the proxy statement/consent solicitation statement/prospectus), and the related change in control. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
CF Finance Acquisition | 11/3/2020 | 12528N107 | CFFA | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Business Combination Proposal - To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 2, 2020 (as the same may be amended, the "Transaction Agreement"), by and among CFAC, CF Finance Intermediate Acquisition, LLC ("IntermediateCo"), CF Finance Holdings, LLC (the "Sponsor"), Grosvenor Capital Management Holdings, LLLP ("GCMH"), the GCMH Equityholders, GCMHGP LLC, GCM V, LLC ("GCM V") and GCM Grosvenor Inc. ("GCM PubCo"). | Issuer | |
For | For | 2a. Organizational Documents Proposal A - To authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of Class A common stock, par value $0.0001 per share (the "CFAC Class A common stock"), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the "CFAC Class B common stock"), and 1,000,000 preferred shares, par value. | Issuer | |
For | For | 2b. Organizational Documents Proposal B - To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and holders of shares of GCM Class C common stock will, (1) prior to the Sunset Date, be entitled to cast the lesser of (x) 10 votes per share and (y) the Class C Share Voting Amount and (2) from and after the Sunset Date, be entitled to cast one vote per share. | Issuer | |
For | For | 2c. Organizational Documents Proposal B - To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and holders of shares of GCM Class C common stock will, (1) prior to the Sunset Date, be entitled to cast the lesser of (x) 10 votes per share and (y) the Class C Share Voting Amount and (2) from and after the Sunset Date, be entitled to cast one vote per share. | Issuer | |
For | For | 2d. Organizational Documents Proposal D - To authorize all other changes in connection with the replacement of CFAC's amended and restated certificate of incorporation and bylaws with GCM PubCo's amended and restated certificate of incorporation and bylaws as part of the Merger. | Issuer | |
For | For | 3. The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third- party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation. | Issuer | |
For | For | 4. The 2020 Plan Proposal - To consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder. | Issuer | |
For | For | 5. The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
B Riley Principal Merger Corp II | 11/12/2020 | 05600U106 | BMRG | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Business Combination Proposal — approve and adopt the Agreement and Plan of Merger, dated as of September 7, 2020 (as the same may be amended from | Issuer | |
| | time to time, the “Merger Agreement”), by and among B. Riley Principal Merger Corp. II (the “Company”), BMRG Merger Sub, LLC, a wholly-owned subsidiary | | |
| | of the Company (“Merger Sub I”), BMRG Merger Sub II, LLC, a wholly-owned subsidiary of the Company (“Merger Sub II”), Eos Energy Storage LLC (“Eos”), New | | |
| | Eos Energy LLC, a wholly-owned subsidiary of Eos (“Newco”) and AltEnergy Storage VI, LLC (“AltEnergy”), in its capacity as securityholder representative, | | |
| | pursuant to which Merger Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease, and | | |
| | Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, the “First Surviving Company”) | | |
| | and become a wholly owned subsidiary of BMRG; and (2) immediately following the First Merger and as part of the same overall transaction as the First | | |
| | Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), | | |
| | whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in | | |
| | its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary | | |
| | of BMRG, on the terms and subject to the conditions set forth in the Merger Agreement, and approve the other transactions contemplated by the Merger | | |
| | Agreement (the “business combination”) (we refer to this proposal as the “business combination proposal”); | | |
For | For | 2. The Stock Issuance Proposal — approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the | Issuer | |
| | purposes of complying with the applicable provisions of Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), (i) | | |
| | the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to | | |
| | B. Riley Financial, Inc. (“B. Riley Financial”) and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing | | |
| | agreements that may be entered into prior to Closing; | | |
For | For | 3. The Charter Amendment Proposal - approve and adopt, assuming the business combination proposal is approved and adopted, the third amended and restated certificate of incorporation of the Company (the "Proposed Charter"), a copy of which is attached to the accompanying proxy statement as Annex C, which, if approved, would take effect upon the closing of the business combination (the "Closing") (we refer to this proposal as the "charter amendment proposal"). | Issuer | |
For | For | 4. Advisory Charter Proposal A — to, upon completion of the business combination and the conversion of the Company’s Class B common stock, par value | Issuer | |
| | $0.0001 per share (“Class B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the | | |
| | authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B | | |
| | common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock, par value $0.0001 | | |
| | per share (“common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share, by, on the effective date of the filing of the Proposed | | |
| | Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an | | |
| | additional 75,000,000 shares of common stock (we refer to this proposal as “advisory charter proposal A”); | | |
For | For | 5. Advisory Charter Proposal B — to change the stockholder vote required for approval of any amendment to Article IV (Capitalization), Article V (Board | Issuer | |
| | of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of | | |
| | the Proposed Charter or to amend the Company’s bylaws, from the affirmative vote of the holders of at least a majority of the voting power of all then | | |
| | outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative | | |
| | vote of the holders of at least 662/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally | | |
| | in the election of directors; | | |
For | For | 6. Advisory Charter Proposal C - to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company (we refer to this proposal as "advisory charter proposal C"). | Issuer | |
For | For | 7. Advisory Charter Proposal D - to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between the Company and the other parties thereto (as defined in the accompanying proxy statement) (the "Director Nomination Agreement") (we refer to this proposal as "advisory charter proposal D"). | Issuer | |
For | For | 8. Advisory Charter Proposal E - to change the classification of the Company's board of directors from two classes to three classes of directors, with each class elected for staggered terms (we refer to this proposal as "advisory charter proposal E"). | Issuer | |
For | For | 9. Advisory Charter Proposal F - to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the right to designate any such director pursuant to the Director Nomination Agreement (or any of such person's affiliates or its or their respective successors, principals, directors, officers, members, managers or employees) (we refer to this proposal as "advisory charter proposal F"). | Issuer | |
For | For | 10. Advisory Charter Proposal G — to provide for certain additional changes, including, among other things, (i) changing the post-business combination | Issuer | |
| | company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence | | |
| | perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which | | |
| | our board of directors believes are necessary to adequately address the needs of the postbusiness combination Company. | | |
For | For | 11. The Incentive Plan Proposal - approve and adopt, assuming the condition precedent proposals are approved and adopted, the B. Riley Principal Merger Corp. II 2020 Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex E. | Issuer | |
For | For | 12. The Adjournment Proposal - approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Western Asset Corp Loan Fd | 11/13/2020 | 95790J102 | TLI | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution adopted by the Board of Directors of the Fund. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Boulder Growth & Income Fd | 11/13/2020 | 101507101 | BIF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1a. To elect Class II Director to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders: Joel W. Looney | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Japan Smaller Capitalization FD | 11/24/2020 | 47109U104 | JOF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | DIRECTOR | Issuer | |
| | E. Han Kim | | |
| | Marcia L. MacHarg | | |
| | Yuichi Nomoto | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Legacy Acquisition Corp.WTS | 11/25/2020 | 524643111 | LGCWS | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
No vote sold | For | 1. To approve amendments to that certain Warrant Agreement, dated as of November 16, 2017, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which amendments provide, among other things, that subject to the closing of the Business Combination (the "Closing"), each outstanding Public Warrant and 2,912,230 outstanding warrants, which were issued to Legacy’s sponsor, Legacy Acquisition Sponsor I, LLC (“Sponsor”), in the private placement that closed simultaneously with Legacy’s initial public offering and are beneficially owned by certain institutional investors of Sponsor, shall no longer be exercisable to purchase one-half share of Class A common stock, par value $0.0001 per share, of Legacy (the “Class A common stock”) for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is at least equal to $60 million, $0.35 in cash and 0.065 of a share of Class A common stock of Legacy, (ii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $60 million, but at least equal to $44 million, $0.25 in cash and 0.075 of a share of Class A common stock of Legacy, or (iii) if, at the Closing, the aggregate gross cash in the Trust Fund, plus the aggregate gross proceeds received by Legacy pursuant to any private offering, is less than $44 million, $0.18 in cash and 0.082 of a share of Class A common stock of Legacy (the “Warrant Amendments”), a copy of which is attached to the Consent Solicitation Statement as Exhibit A. | Issuer | |
|
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Griffin Industrial Realty | 11/30/2020 | 398231100 | GRIF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Against | For | 1. The undersigned, being the holder of record of shares of common stock of Griffin, par value $0.01 per share ("Common Stock"), as of October 26, 2020, hereby consents to and approves, by written consent without a meeting, the Reincorporation Proposal, including Griffin's entry into the Merger Agreement and completion of all transactions contemplated thereby, including the Merger. | Issuer | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Haymaker Acq II | 12/8/2020 | 42087L101 | HYAC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. The Business Combination Proposal - To approve and adopt the Business Combination Agreement, dated as of September 8, 2020 (as it may be amended from time to time, the "Business Combination Agreement"), by and among Haymaker Acquisition Corp. II, a Delaware corporation ("Haymaker"), ARKO Corp., a Delaware corporation (together with, unless the context otherwise requires, its consolidated subsidiaries for periods following the Business Combination "New Parent"), Punch US Sub, Inc., a Delaware corporation ("Merger Sub I"), Punch Sub Ltd., a company organized under the laws of the State of Israel ("Merger Sub II"), and ARKO Holdings Ltd., a company organized under the laws of the State of Israel ("Arko"), and the transactions contemplated thereby (including the First Merger), pursuant to which Merger Sub I will merge with and into Haymaker, with Haymaker surviving the merger as a whollyowned subsidiary of New Parent (the "First Merger"), and then Merger Sub II will merge with and into Arko, with Arko surviving the merger as a wholly-owned subsidiary of New Parent (the "Second Merger," and collectively with the other transactions described in the Business Combination Agreement and the GPM Equity Purchase Agreement, the "Business Combination"). | Issuer | |
| | | | |
For | For | 2. The Lock-Up Agreement Proposal - to approve and ratify the entry into the Registration Rights and Lock-Up Agreement with the Sponsor, the directors and officers of Haymaker, and the other parties thereto (the "Registration Rights and Lock-Up Agreement"). | Issuer | |
For | For | 3. The Incentive Plan Proposal - to approve and adopt the ARKO Corp. 2020 Incentive Compensation Plan established to be effective after the closing of the Business Combination. | Issuer | |
For | For | 4. The Stockholder Adjournment Proposal - a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based on the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or Public Stockholders have elected to redeem an amount of Haymaker Class A Common Stock such that the minimum available cash condition to the closing of the Business Combination would not be satisfied. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Crescent Capital BDC | 12/17/2020 | 225655109 | CCAP | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. To approve the new advisory agreement between the Corporation and Crescent Capital Advisors, LLV, the Corporations's current IA (the"Advisor"), to take effect upon the consummation of the acquistion of a controlling stake in Crescent Capital Group, LP (the Advisor's parent company) by Sun Life Financial, Inc. | Issuer | |
Mirror vote | For | 2. To transact such other business as may properly come before the Special Meeting and any adjournment thereof. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
MVC Capital Inc | 12/23/2020 | 553829102 | MVC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. Adoption of the Agreement and Plan of Merger, dated as of August 10, 2020, by and among Barings BDC, Inc., a Maryland corporation, Mustang Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Barings BDC, Inc., MVC Capital, Inc. and Barings LLC, a Delaware LLC and the external investment adviser to Barings BDC, inc., the Merger and the other transactions contemplated by the Merger Agreement (such proposal, the "Merger Proposal"). | Issuer | |
| | | | |
For | For | 2. Approval of the adjournment of the MVC Special Meeting, if necessary or appropriaote, to solicite additional proxies, in the | Issuer | |
| | event that there are insufficient votes at the time of the MVC Special Meeting to approve the Merger Proposal. | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Barings BDC, INC. | 12/23/2020 | 06759L103 | BBDC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To approve the issuance of shares of Barings BDC, Inc. common Stock, $0.001 par value per share ("Barings BDC Common Stock"), pursuant to the Agreement and plan of Merger, dated as of August 10, 2020, by and among Barings BDC, Mustang Acqisition Sub, Inc., MVC Capital, inc. and Barings LLC ("Merger Agreement") | Issuer | |
| | | | |
For | For | 2. To approve the issuance of shares of Barings BDC Common Stock pursuant to the Merger Agreement at a price below its then current NAV per share, if applicable. | Issuer | |
For | For | 3. To approve an amended and restated investment advisory agreement between Barings BDC and Barings LLC. | Issuer | |
For | For | 4. To approve the adjournment of the Barrings BDC special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the time of the Barings BDC special meeting to approve Proposal 1, Proposal2 or Proposal 3. | Issuier | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Eaton Vance Short Duration Div Income FD | 1/7/2021 | 27828V104 | EVG | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1A. Approval of a new investment advisory agreement with Eaton Vance Management to contimue to serve as the Fund's investment adviser. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Oaktree Acquistion Corp. | 1/19/2021 | G67145105 | OAC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
NO VOTE | | sold | Issuer | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
DTF Tax-Free Income Fund, Inc. | 2/25/2021 | 23334J107 | DTF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Directors | Issuer | |
| | 01 Eileen A. Moran | | |
Mirror Vote | For | 2A. To amend the Fuind's Charter in the following manner: To provide for the Fund to be wound up and dissolved, subject to compliance with Maryland law relating to corporate dissolution, on a specified date that is approximately seven years from the date of adoption of the charter amendment. | Issuer | |
Mirror Vote | For | 2B. To amend the Fund's charter: Contingent on the approval of Proposal 2a, to authorize the Board of Directors of the Fund to extend the term of the Fund to once again have a perpetual existance, subject to the Fund having conducted a tender offer metting certain conditions. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Eaton Vance Float-Rate Inc Plus | 2/26/2021 | 278284104 | EFF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Approval of a new investment advisory and administrative agreement with Eaton Vance Management to continue to serve as the Fund's investment adviser and administrator. | Issuer | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Eaton Vance Float-Rate Inc Plus | 2/26/2021 | 278284104 | EFF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | Against | 1. Proposal to consider and approve a new investment advisory agreement with Eaton Vance Management. | Shareholder | |
Mirror Vote | Against | 2. To authorize the Proxyholdrs to decline to attend the Special meetong if they believe that Proposal no. 1 is less likely to be approved if your shares are not represented at the Special Meeting (by making it more difficult for more than 50% of the O/S to be present in person or by proxy) than if they are represented at the Special Meeting. | Shareholder | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Central Securities Corp | 3/18/2021 | 155123102 | CET | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Received legal proxy too late to mirror Vote | For | 1. Election of Directors | Issuer | |
| | 01. L Price Blackford | | |
| | 02. Simms C. Browning | | |
| | 03. Donald G. Calder | | |
| | 04. David C. Colander | | |
| | 05. Jay R Ingls | | |
| | 06. Wilmot H. Kidd | | |
| | 07. Wilmot H. Hidd IV | | |
| | 08. David M. Poppe | | |
Received legal proxy too late to mirror Vote | For | 2. Ratification of the appointment of KPMG LLP as independent registered accounting firm for 2021 | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
ASA Gold and Precious Metals | 3/19/2021 | G3156P103 | ASA | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | Election of Directors | Issuer | |
| | 1.1 Anthony Artabane | | |
| | 1.2 William Donovan | | |
| | 1.3 Bruce Hansen | | |
| | 1.4 Bruce Hansen | | |
Mirror Vote | For | 2. To ratify and approve the appointment of Tait, Weller & Baker LLP, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ending November 30, 2021, and to authorize the Nominating, Audit and Ethics Committee of the Board of Directors to set the independent auditors' remuneration | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Aberdeen Emerging Mkts Equity Income Fd | 4/1/2021 | 00301W105 | AEF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1.1 | Issuer | |
| | Election of Class I Director for three year term until 2024 Annual Meeting: Nancy Yao Maasbach | | |
Mirror Vote | For | 1.2 | | |
| | Election of Class I Director for three year term until 2024 Annual Meeting: Rahn Porter | | |
Mirror Vote | For | 2.1 | | |
| | To consider the continuation of the term of one Class III Director under the Fund's Corporate Governance Policies for a two-year term ending in 2023: Steven N. Rappaport | | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Nuveen Floating Rate Income Fund | 4/6/2021 | 67072T108 | JFR | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1.A Election of Directors | Issuer | |
| | 01 Jack B. Evans | | |
| | 02 Matthew Thorton III | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Nuveen Floating Rate Income Opp FD | 4/6/2021 | 6706EN100 | JRO | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1.A Election of Directors | Issuer | |
| | 01 Jack B. Evans | | |
| | 02 Matthew Thorton III | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Nuveen Short Duration Credit Opp FS | 4/6/2021 | 67074X107 | JSD | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1.A Election of Directors | Issuer | |
| | 01 Jack B. Evans | | |
| | 02 Matthew Thorton III | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Brandywineglobal Global Income Opp | 4/9/2021 | 10537L104 | BWG | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1.1 | Issuer | |
| | Election of Class III Director to serve until the 2024 Annual Meeting of Stockholders: Robert D. Agdern | | |
Mirror vote | For | 1.1 | Issuer | |
| | Election of Class III Director to serve until the 2024 Annual Meeting of Stockholders: Robert D. Agdern | | |
Mirror vote | For | 2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent registered public accountants for the fiscal year ending October 31, 2021. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Adams Diversified Equity Fund | 4/15/2021 | 006212104 | ADX | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1 | Issuer | |
| | Election of Director: Enrique R. Arzac | | |
| | Election of Director: Kenneth J. Dale | | |
| | Election of Director: Frederic A. Escherich | | |
| | Election of Director: Roger W. Gale | | |
| | Election of Director: Mary C. Jammet | | |
| | Election of Director: Lauriann C. Kloppenburg | | |
| | Election of Director: Kathleen T. McGahran | | |
| | Election of Director: Mark E. Stoeckle | | |
Mirror Vote | For | 2. Ratification of the selection of PricewaterhouseCoopers LLP as independent public auditors. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
The Taiwan Fund | 4/20/2021 | 874036106 | TWN | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1 Election of Directors | Issuer | |
| | Election of Director: William C. Kirby | | |
| | Election of Director: Anthony S. Clark | | |
| | Election of Director: Thomas G. Kamp | | |
| | Election of Director: Warren J. Olsen | | |
| | Election of Director: Shelley E. Rigger | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
General American Investors Co. | 4/28/2021 | 368802104 | GAM | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: Mr. Berens | | |
| | Election of Director: Mr. Davidson | | |
| | Election of Director: Ms. Del Villar | | |
| | Election of Director: Mr. Gordan | | |
| | Election of Director: Ms. Gotbaum | | |
| | Election of Director: Ms. Lynch | | |
| | Election of Director: Mr. Priest | | |
| | Election of Director: Ms. Sachs | | |
Mirror Vote | For | 2. Ratification of the selection of Ernst & Young LLP as auditors | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Templeton Global Income Fund | 5/7/2021 | 880198106 | GIM | |
Vote | Shareholder Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | Vote Board of Directors: | Shareholder | |
| | | | |
| | Election of Director: Aditya Bindal | | |
| | Election of Director: Frederic Gabriel | | |
| | Election of Director: Paul Kazarian | | |
| | Election of Director: Pierre Weinstein | | |
For | None | 2. The ratification of the selection of PricewaterhouseCoopers LLP ("PwC") as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2021. | Shareholder | |
For | For | 3. Saba's proposal to amend the Bylaws to permit and/or require a tender offer under certain specified circumstances. | Shareholder | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Source Capital Inc. | 5/10/2021 | 836144105 | SOR | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1 Election of Directors | Issuer | |
| | Election of Director: Atwood | | |
| | Election of Director: Brown | | |
| | Election of Director: Lipson | | |
| | Election of Director: Osborne | | |
| | Election of Director: Pisano | | |
| | Election of Director: Purcell | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Crescent Capital BDC | 5/11/2021 | 225655109 | CCAP | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1A. Election of Class III Director to serve for a three-year term expiring at the 2024 Annual Meeting: Stephen F. Strandberg | Issuer | |
Mirror vote | For | 1B. Election of Class III Director to serve for a three-year term expiring at the 2024 Annual Meeting: Christopher G. Wright | Issuer | |
| | 2. To ratify the selection of Ernst & Young LLP ("E&Y") as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2021. | | |
Mirror vote | For | | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Eaton Vance Float-Rate Inc Plus | 5/14/2021 | 278284104 | EFF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. To approve the liquidation and termination of the Fund pursuant to the Plan of Liquidation and Termination adopted by the Board of Trustees of the Fund. | Issuer | |
Mirror Vote | For | 2. Vote Board of Directors: | | |
| | Election of Director: William H. Park | | |
| | Election of Director: Keith Quinton | | |
| | Election of Director: Susan J. Sutherland | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Apollo Tactical Income FD | 5/19/2021 | 037638103 | AIF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: Barry Cohen | | |
| | Election of Director: Elliot Stein, Jr. | | |
| | | | |
Mirror vote | For | 2. To transact such other business as may properly come before the Annual Meetings or any adjournments or postponements thereof. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Apollo Sr Floating Rate FD | 5/19/2021 | 037636107 | AFT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: Barry Cohen | | |
| | Election of Director: Elliot Stein, Jr. | | |
Mirror Vote | For | 2. To transact such other business as may properly come before the Annual Meetings or any adjournments or postponements thereof. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Barings BDC, INC. | 5/20/2021 | 06759L103 | BBDC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1A. | Issuer | |
| | Election of Class III Director to serve until the 2024 Annual Meeting: David Mihalick | | |
| | 1B. | | |
| | Election of Class III Director to serve until the 2024 Annual Meeting: Thomas W. Okel | | |
| | 1C. | | |
| | Election of Class III Director to serve until the 2024 Annual Meeting: Jill Olmstead | | |
Mirror Vote | For | 2. To authorize the Company, with subsequent approval of its Board of Directors, to issue and sell shares of its common stock at a price below its then current net asset value per share in one or more offerings, subject to certain limitations (including, without limitation, that the number of shares does not exceed 30% of its then outstanding common stock immediately prior to each such offering). | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
FS KKR Capital Corp II | 5/21/2021 | 35952V303 | FSKR | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | 1. To approve the merger of FS KKR Capital Corp. II ("FSKR") and Rocky Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of FS KKR Capital Corp. ("FSK"), pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020 (the "Merger Agreement"), by and among FSK, FSKR, Merger Sub and FS/KKR Advisor, LLC and the other transactions contemplated by the Merger Agreement. | Issuer | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Voya Prime Rate Trust | 5/21/2021 | 92913A100 | PPR | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1.To approve the New Investment Management Agreement between the Fund and Saba Capital Management, L.P. in connection with the Adviser Transition as defined in the Proxy Statement. | Issuer | |
For | For | 2. To remove the Fund's fundamental investment restriction relating to investing in warrants. | Issuer | |
For | For | 3. To remove the Fund's fundamental investment restriction relating to purchasing or selling equity securities, engaging in short-selling and the use of certain option arrangements. | Issuer | |
For | For | 4. To remove the Fund's fundamental investment restriction relating to investing in other investment companies. | Issuer | |
For | For | 5. To approve changing the Fund's sub-classification under the Investment Company Act of 1940 from "diversified" to "non-diversified." | Issuer | |
For | For | 6. To approve a change of the investment objective and to make the investment objective non-fundamental. | Issuer | |
For | For | 7. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
The Howard Hughes Corp. | 5/26/2021 | 44267D107 | HHC | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | Election of Director: William Ackman | Issuer | |
| | Election of Director: Adam Flatto | | |
| | Election of Director: Jeffrey Furber | | |
| | Election of Director: Beth Kaplan | | |
| | Election of Director: Allen Model | | |
| | Election of Director: David O'Reilly | | |
| | Election of Director: R. Scot Sellers | | |
| | Election of Director: Steven Shepsman | | |
| | Election of Director: Mary Ann Tighe | | |
| | Election of Director: Anthony Williams | | |
For | For | 2. Advisory vote to approve executive compensation (Say-on-Pay). | Issuer | |
For | For | 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Aberdeen Japan Equity Fund | 5/27/2021 | 00306J109 | JEQ | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1.1 Election of Class I Director to serve until the 2024 Annual Meeting of Stockholders: Radhika Ajmera | Issuer | |
Mirror Vote | For | 2.1 Election of Class III Director to serve until the 2023 Annual Meeting of Stockholders: P. Gerald Malone | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Equus Total Return | 5/27/2021 | 294766100 | EQS | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: Fraser Atkinson | | |
| | Election of Director: Kenneth I. Denos | | |
| | Election of Director: Henry W. Hankinson | | |
| | Election of Director: John A. Hardy | | |
| | Election of Director: Robert L. Knauss | | |
Mirror Vote | For | 2. To ratify the selection of BDO USA, LLP as the Company's independent registered public accountant for the fiscal year ending December 31, 2021. | Issuer | |
Mirror Vote | For | 3. To approve, in a non-binding vote, the compensation paid to the Company's executive officers in 2020, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Portman Ridge Finance Corp | 6/7/2021 | 73688F102 | PTMN | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To elect 3 Directors(Alexander Duka,Ted Goldthorpe,Christipher Lacovara | Issuer | |
For | For | 2. To ratify Deloitte & Touche LLP as The Independent Registered Public Accountant for 2021 | Issuer | |
For | For | 3. To amend the certificate of incorporation to effect a reverse stock split within the rance of 1-5 to 1-15 | Issuer | |
For | For | 4. To amend the certificate of incorporation to decrease the number of authorized shares by one half of the reverse stock split ratio. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Harvest Capital Credit Corp | 6/7/2021 | 41753F109 | HCAP | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To Approve the Merger of HCAP into Portman Ridge Finance Corp. | Issuer | |
For | For | 2. To approve the adjournment of the Special Meeting | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
The New Ireland Fund | 6/8/2021 | 645673104 | IRL | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. To elect two Directors: | Issuer | |
| | Eleanor Hoagland | | |
| | Michael Pignataro | | |
| | | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Thunder Bridge Acquisition II | 6/9/2021 | G8857S116 | THBR | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1. RESOLVED, as special resolution that Thunder Bridge Acquisition II, Ltd. be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Articles of Association of Thunder Bridge Acquisition II, Ltd. and be registered by way of continuation as a corporation in the State of Delaware and conditional upon, and with effect from, the registration of Thunder Bridge Acquisition II, Ltd. in the State of Delaware as a corporation, governed by the certificate of incorporation attached as Annex A. | Issuer | |
For | For | 2. RESOLVED, as an ordinary resolution, that Thunder Bridge II's entry into the Master Transactions Agreement dated effective as of December 14, 2020 (as amended or supplemented from time to time, the "MTA") by and among Thunder Bridge II, Surviving Pubco, Merger Subs, indie, the ADK Blocker Group, ADK Service Provider Holdco and, solely in its capacity as the indie Securityholder Representative thereunder, Donald McClymont, the consummation of the transactions contemplated by the MTA, including the issuance of the merger consideration thereunder. | Issuer | |
For | For | 3. RESOLVED, as an ordinary resolution, that the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (a copy of the 2021 Equity Incentive Plan is attached to the proxy statement/prospectus as Annex C) be adopted and approved in all respects. | Issuer | |
For | For | 4. Vote Board of Directors: | Issuer | |
| | Election of Director: Sonalee Parekh | | |
| | Election of Director: Ichiro Aoki | | |
| | Election of Director: Jeffrey Owens | | |
| | Election of Director: William Woodward | | |
| | Election of Director: Karl-Thomas Neumann | | |
| | Election of Director: Diane Brink | | |
| | Election of Director: Donald McClymont | | |
| | Election of Director: Peter Kight | | |
| | Election of Director: David Aldrich | | |
For | For | 5. RESOLVED, as an ordinary resolution, that the issuance of an aggregate of 90,000,000 Merger Consideration shares, up to an aggregate of 10,000,000 Earn-Out Shares, and 15,000,000 Class A ordinary shares in the PIPE Financing be approved and adopted in all respects. | Issuer | |
For | For | 6A. Advisory Charter Proposal A - to provide that the total number of shares of all classes of capital stock which the Company will have authority to issue is 300,000,000 shares, consisting of (i) 250,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 40,000,000 shares of Class V common stock, no par value, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share. | Issuer | |
For | For | 6B. Advisory Charter Proposal B - to provide that special meetings of stockholders of the Company may be called only (i) by the chairman of the board of directors, (ii) by the chief executive officer, or (iii) by the secretary acting at the request of a majority of the total number of directors that the Company would have if there were no vacancies. | Issuer | |
For | For | 6C. Advisory Charter Proposal B - to provide that special meetings of stockholders of the Company may be called only (i) by the chairman of the board of directors, (ii) by the chief executive officer, or (iii) by the secretary acting at the request of a majority of the total number of directors that the Company would have if there were no vacancies. | Issuer | |
For | For | 6D. Advisory Charter Proposal D - to provide that the Company's board of directors will be divided into three classes designated as Class I, Class II and Class III. | | |
For | For | 6E. Advisory Charter Proposal E - to provide that directors may be elected by the stockholders only at an annual meeting of stockholders by a plurality of the votes cast. | Issuer | |
For | For | 6F. Advisory Charter Proposal F - to provide that any director may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least 662/3% of the voting power of the outstanding voting capital stock of the Company, voting together as a single class. | | |
For | For | 6G. Advisory Charter Proposal G - to provide that the affirmative vote of the holders of at least 662/3% of the voting power of the outstanding voting capital stock of the Company, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, provisions relating to calling special meetings of stockholders and stockholder action by | | |
For | For | 6H. Advisory Charter Proposal H - to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. | Issuer | |
For | For | 6I. Advisory Charter Proposal I - to provide that the Company will not be subject to provisions Section 203 of the DGCL, which generally prohibits "interested stockholders" (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with the Company for a period of time unless certain conditions are met. | Issuer | |
For | For | 7. RESOLVED, as an ordinary resolution, that the adjournment of the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Thunder Bridge II that more time is necessary or appropriate to approve one or more Shareholder Proposals at the Shareholders Meeting be approved and adopted in all | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Highland Global Allocation Fund | 6/11/2021 | 43010T104 | HGLB | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | Vote Board of Directors: John Honis | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Nexpoint Strategic Opportes Fd. 5.5% | 6/11/2021 | 65340TG304 | | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | Election Class III Trustee: John Honis | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Indus Realty Trust | 6/16/2021 | 45580R103 | INDT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1A. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: David R. Bechtel | Issuer | |
For | For | 1B. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Frederick M. Danziger | Issuer | |
For | For | 1C. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Gordon F. DuGan | Issuer | |
For | For | 1D. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Michael S. Gamzon | Issuer | |
For | For | 1E. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Jonathan P. May | Issuer | |
For | For | 1F. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Molly North | Issuer | |
For | For | 1G. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Amy Rose Silverman | Issuer | |
For | For | 1H. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Albert H. Small, Jr. | Issuer | |
For | For | 1I. Election of Director to serve for a one-year term expiring at the 2022 Annual Meeting: Ardevan Yaghoubi | Issuer | |
For | For | 2. The ratification of the selection of RSM US LLP as INDUS's independent registered public accountants for the year ending | Issuer | |
For | For | 3. The approval, on an advisory (non-binding) basis, of the compensation of INDUS's named executive officers as presented in INDUS's Proxy Statement. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
MS Emerging Markets Debt Fund | 6/24/2021 | 61744H105 | MSD | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: Patricia Maleski#
Election of Director: Nancy C. Everett*
Election of Director: Michael F. Klein*
Election of Director: W. Allen Reed* | | |
| | NOTE: #Class I Director. *Class II Director | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Apollo Tactical Income FD | 6/28/2021 | 037638103 | AIF | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror vote | For | A. The issuance of additional shares of AIF common stock in connection with the reorganization of Apollo Senior Floating Rate Fund Inc. into AIF. | Issuer | |
| | | | |
Mirror vote | For | B. The amendment of AIF's fundamental investment restriction with respect to making loans. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Apollo Sr Floating Rate FD | 6/28/2021 | 037636107 | AFT | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | A. The reorganization of AFT into Apollo Tactical Income Fund Inc. ("AIF") (the "Reorganization"), including the transfer of all of the assets of AFT to AIF, the deregistration of AFT as an investment company pursuant to the Investment Company Act of 1940, as amended, and the dissolution of AFT under Maryland law. | Issuer | |
Mirror Vote | For | B. In the event that the proposed Reorganization fails to obtain the necessary stockholder votes, the amendment of AFT's fundamental investment restriction with respect to making loans. | Issuer | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Calamos Long SH Eq&Dynamic Inc | 6/29/2021 | 12812C106 | CPZ | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
Mirror Vote | For | 1. Vote Board of Directors: | Issuer | |
| | Election of Director: John E. Neal | | |
| | Election of Director: Karen L. Stuckey | | |
| | | | |
Name of Fund: | Special Opportunities Fund, Inc. (SPE) | | |
Period: | July 1, 2020 - June 30,2021 | | |
| | | | |
Company Name | Meeting Date | CUSIP | Ticker | |
Trinity Place Holdings | 6/29/2021 | 89656D101 | TPHS | |
Vote | Management Recommended Vote | Proposal | Propose by issuer or shareholder | |
For | For | 1A.Election of Director: Alan Cohen | Issuer | |
| | 1B. Election of Director: Matthew Messinger | | |
| | 1C. Election of Director: Keith Pattiz | | |
For | For | 2. Ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the year ending December 31, 2021. | Issuer | |
Against | For | 3. Approval of an amendment to the company's 2015 Stock Incentive Plan to increase the number of shares available for awards by 1,500,000 shares. | Issuer | |
Against | For | 4. Approval, on an advisory basis, of the compensation of the company's named executive officers. | Issuer | |
Abstain | 3 years | 5. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the company's named executive officers. | Issuer | |