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: 811-10401
NAME OF REGISTRANT: Trust for Professional Managers
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
Milwaukee, WI 53202
NAME AND ADDRESS OF AGENT FOR SERVICE: Jay Fitton
U.S. Bancorp Fund Services,
LLC
615 East Michigan Street
Milwaukee, WI 53202
REGISTRANT'S TELEPHONE NUMBER: 513-629-8104
DATE OF FISCAL YEAR END: 09/30
DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019
CrossingBridge Low Duration High Yield Fund
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BIG ROCK PARTNERS ACQUISITION CORP Agenda Number: 935030899
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Security: 089482103
Meeting Type: Annual
Meeting Date: 21-May-2019
Ticker: BRPA
ISIN: US0894821034
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension of Corporate Life: Amend the Mgmt No vote
Company's amended and restated certificate
of incorporation to extend the date that
the Company has to consummate a business
combination to August 22, 2019.
2. Early Termination: Approve the Company's Mgmt No vote
early winding up and redemption of 100% of
the outstanding public shares if determined
by the Company's board of directors.
3. DIRECTOR
Lori B. Wittman Mgmt No vote
Michael Fong Mgmt No vote
Stuart Koenig Mgmt No vote
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BISON CAPITAL ACQUISTION CORP. Agenda Number: 934939666
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Security: G1142P104
Meeting Type: Special
Meeting Date: 21-Mar-2019
Ticker: BCAC
ISIN: VGG1142P1045
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To amend the Company's memorandum and Mgmt Against Against
articles of association (as may amended
from time to time), to extend the date
before which the Company must complete a
business combination (Termination Date)
from March 23, 2019 (Current Termination
Date) to June 24, 2019 or such earlier date
as determined by the Board (Extended
Termination Date), and provide that the
date for cessation of operations of the
Company if the Company has not completed a
business combination would similarly be
extended by amending the Memorandum and
Articles of Association.
2. Trust Amendment: To amend and restate the Mgmt Against Against
Company's investment management trust
agreement, dated June 19, 2017 (the "Trust
Agreement") by and between the Company and
Continental Stock Transfer & Trust Company
(the "Trustee") to extend the date on which
to commence liquidating the trust account
(the "Trust Account") established in
connection with the Company's initial
public offering in the event the Company
has not consummated a business combination
from the Current Termination Date to the
Extended Termination Date.
2a. Intention to Exercise Redemption Rights: If Mgmt For
you intend to exercise your redemption
rights, please check "For" box. Checking
"For" box, however, is not sufficient to
exercise your redemption rights. You must
comply with the procedures set forth in the
proxy statement under the heading "The
Special Meeting - Redemption Rights."
2b. Shareholder Certification: I hereby certify Mgmt For
that I am not acting on concert or as a
"group" (as defined in Section 13(d) (3) of
the Securities Exchange Act of 1934, as
amended), with any other stockholder of the
Company owned by me in connection with the
Business Combination Proposal.
3. Adjournment of the Meeting: To direct the Mgmt Against Against
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposals.
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CM SEVEN STAR ACQUISITION CORP Agenda Number: 934985081
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Security: G2345N102
Meeting Type: Annual
Meeting Date: 29-Apr-2019
Ticker: CMSS
ISIN: KYG2345N1025
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Share Exchange Agreement, Mgmt Against Against
and among CM Seven Star, Kaixin Auto Group
(Kaixin) and Renren Inc. (Seller) and
transactions contemplated thereunder,
including but not limited to CM Seven
Star's acquisition of all the issued and
outstanding shares and any other equity
interests of Kaixin from the Seller, as
provided for in the Share Exchange
Agreement & consideration paid to the
Seller and earn-out consideration by way of
new issue of ordinary shares credited as
fully paid in accordance with the Share
Exchange Agreement, or Business
Combination.
2. To approve increase in the number of Mgmt Against Against
authorized ordinary shares of CM Seven Star
to 500,000,000 and removal of the class of
preferred shares. This proposal is referred
to as the "Authorized Share Increase
Proposal."
3. To approve as a special resolution the Mgmt Against Against
change of CM Seven Star's name to Kaixin
Auto Holdings and the adoption of the
Second Amended and Restated Memorandum and
Articles of Association of CM Seven Star as
further described in the definitive proxy
statement. This proposal is referred to as
the "Amendment Proposal."
4. To approve the issuance of more than 20% of Mgmt Against Against
the issued and outstanding ordinary shares
of CM Seven Star pursuant to the terms of
the Share Exchange Agreement, as required
by Nasdaq Listing Rules 5635(a) and (d).
This proposal is referred to as the "Nasdaq
Proposal."
5. To approve the 2018 CM Seven Star Equity Mgmt Against Against
Incentive Plan. This proposal is referred
to as the "Equity Incentive Plan Proposal."
6. DIRECTOR
Anthony Ho Mgmt Withheld Against
Sing Wang Mgmt Withheld Against
Stephen N. Cannon Mgmt Withheld Against
Jiong Shao Mgmt Withheld Against
Michele Smith Mgmt Withheld Against
7. To approve the adjournment of the annual Mgmt Against Against
general meeting in the event CM Seven Star
does not receive the requisite shareholder
vote to approve the Business Combination.
This proposal is called the "Business
Combination Adjournment Proposal."
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GIGCAPITAL, INC. Agenda Number: 935020228
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Security: 37518N106
Meeting Type: Special
Meeting Date: 05-Jun-2019
Ticker: GIG
ISIN: US37518N1063
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to amend the Company's Amended and Mgmt For For
Restated Certificate of Incorporation to
extend the date by which the Company must
consummate the Kaleyra Business Combination
from June 12, 2019 to December 12, 2019.
1a. You may exercise your redemption rights by Mgmt Against
marking the "FOR" box below. If you
exercise your redemption rights, then you
will be exchanging your public shares of
the common stock of the Company for cash
and you will no longer own such public
shares. YOU WILL ONLY BE ENTITLED TO
RECEIVE CASH FOR THOSE PUBLIC SHARES IF YOU
TENDER SUCH SHARES TO THE COMPANY'S DULY
APPOINTED AGENT AT LEAST TWO BUSINESS DAYS
PRIOR TO THE SPECIAL MEETING.
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GTY TECHNOLOGY HOLDINGS INC Agenda Number: 934925198
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Security: G4182A102
Meeting Type: Special
Meeting Date: 14-Feb-2019
Ticker: GTYH
ISIN: KYG4182A1022
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 The GTY Merger Proposal - to approve by Mgmt Against Against
special resolution and adopt: an Agreement
and Plan of Merger ("GTY Agreement") with
GTY GovTech, Inc., ("New GTY"), and GTY
Technology Merger Sub, Inc., ("GTY Merger
Sub"), which, among other things, provides
for the merger of GTY Merger Sub with and
into GTY (the "GTY Merger"), with GTY
surviving the GTY Merger as a direct,
wholly- owned subsidiary of New GTY (the
"GTY Merger") (the transactions
contemplated by the GTY Agreement, the "GTY
Transaction") (we refer to this as the "GTY
merger proposal").
2 The Business Combination Proposal - to Mgmt Against Against
consider and vote upon a proposal to
approve by ordinary resolution and adopt:
Please see the Proxy Statement for the
Proposal language.
3 To approve the provision in the Proposed Mgmt Against Against
Charter changing the authorized share
capital.
4 Organizational Documents Proposal B - to Mgmt Against Against
approve the provision in the Proposed
Bylaws providing that directors will be
elected if "for" votes exceed "against"
votes in uncontested elections and by
plurality vote in contested elections,
rather than by an affirmative vote of a
majority of the issued and outstanding
shares entitled to vote and actually cast
thereon as required under the Existing
Organizational Documents.
5 Organizational Documents Proposal C - to Mgmt Against Against
approve the provision in the Proposed
Bylaws providing that a director may only
be removed for cause by the affirmative
vote of a majority of the shares entitled
to vote at an election of directors and
only at a shareholder meeting called for
the purpose of removing such director,
rather than by an affirmative vote of a
majority of the issued and outstanding
shares entitled to vote and actually cast
thereon or by the vote of all other
directors as required under the Existing
Organizational Documents;
6 Organizational Documents Proposal D - to Mgmt Against Against
approve the provisions in the Proposed
Bylaws providing for certain advance notice
procedures that shareholders must comply
with in order to bring business before a
shareholder meeting or to nominate
candidates for election as directors.
7 Organizational Documents Proposal E - to Mgmt Against Against
approve the provision in the Proposed
Charter providing that the Business
Litigation Session of the Superior Court
for Suffolk County, Massachusetts and the
United States District Court for the
District of Massachusetts sitting in
Boston, Massachusetts will be the sole and
exclusive forum for certain shareholder
litigation.
8 Organizational Documents Proposal F - to Mgmt Against Against
approve the provision in the Proposed
Charter providing that amendments to the
Proposed Charter will generally require the
affirmative vote of a majority of shares
generally entitled to vote on such matter
or action by the board of directors
pursuant to Subsection (c) of Section 10.03
of the Massachusetts Business Corporation
Act ("MBCA"), rather than two-thirds of the
issued and outstanding shares entitled to
vote and actually cast thereon as generally
required under the Existing Organizational
Documents.
9 Organizational Documents Proposal G - to Mgmt Against Against
approve the provision in the Proposed
Bylaws providing that the Proposed Bylaws
may generally be amended by a majority vote
of the directors or by a majority vote of
shareholders at a shareholder meeting
called for such purpose, rather than by
two-thirds of the issued and outstanding
shares entitled to vote and actually cast
thereon as generally required under the
Existing Organizational Documents.
10 Organizational Documents Proposal H - to Mgmt Against Against
approve the provision in the Proposed
Bylaws providing that, subject to certain
exceptions, shareholders who hold an
aggregate of at least 40% of all votes
entitled to be cast may call a special
meeting of shareholders, rather than not
less than 30% in par value of issued shares
that carry the right to vote at general
meetings as required under the Existing
Organizational Documents.
11 To approve all other differences between Mgmt Against Against
the Existing Organizational Documents of
GTY and the Proposed Charter of New GTY as
a result of the GTY Merger, including,
among other things, (i) the name of the new
public entity will be "GTY Technology
Holdings Inc.", and (ii) the lack of
certain provisions related to GTY's status
as a blank check company that are not
applicable to New GTY, all of which GTY's
board of directors believe are necessary to
adequately address the needs of New GTY
after the business combination.
12 To approve by ordinary resolution, assuming Mgmt Against Against
the GTY merger proposal, business
combination proposal and the organizational
documents proposals are approved and
adopted, the issuance of shares of New GTY
common stock to the Bonfire Holders, the
CityBase Holders, the eCivis Holders, the
OpenCounter Holders, the Questica Holders
and the Sherpa Holders and certain
institutional and accredited investors, in
each case as described in the accompanying
proxy statement/prospectus (we refer to
this proposal as the "stock issuance
proposal").
13 To approve by ordinary resolution, assuming Mgmt Against Against
the GTY merger proposal, business
combination proposal, the organizational
documents proposals and the stock issuance
proposal are approved and adopted, the GTY
Technology Holdings Inc. 2019 Omnibus
Incentive Plan, a copy of which is attached
to the accompanying proxy
statement/prospectus as Annex K (we refer
to this proposal as the "incentive plan
proposal" and, collectively the "condition
precedent proposals").
14 The Adjournment Proposal - to consider and Mgmt Against Against
vote upon a proposal to approve by ordinary
resolution the adjournment of the general
meeting to a later date or dates, if
necessary, to permit further solicitation
and vote of proxies if, based upon the
tabulated vote at the time of the general
meeting, any of the condition precedent
proposals would not be duly approved and
adopted by our shareholders or we determine
that one or more of the closing conditions
under the Transaction Documents is not
satisfied or waived ("adjournment
proposal").
14a Shareholder Certification I hereby certify Mgmt Take No Action
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 in connection with
the proposed business combination.
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MODERN MEDIA ACQUISITION CORP. Agenda Number: 934921695
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Security: 60765P103
Meeting Type: Special
Meeting Date: 08-Feb-2019
Ticker: MMDM
ISIN: US60765P1030
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Extension Amendment: Proposal to amend the Mgmt Against Against
Company's Second Amended and Restated
Certificate of Incorporation to extend the
date by which the Company must consummate a
business combination from February 17, 2019
to June 17, 2019.
2. Trust Amendment: Proposal to amend the Mgmt Against Against
Investment Management Trust Agreement,
dated as of May 17, 2017, between the
Company and Continental Stock Transfer &
Trust Company ("Continental"), to extend
the date on which Continental must
liquidate the trust account established in
connection with the Company's initial
public offering if the Company has not
completed a business combination from
February 17, 2019 to June 17, 2019.
3a. Election of Class I Director: John White Mgmt Abstain Against
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MTECH ACQUISITION CORP. Agenda Number: 935035469
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Security: 55378W107
Meeting Type: Special
Meeting Date: 17-Jun-2019
Ticker: MTEC
ISIN: US55378W1071
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) The Business Combination Proposal - to Mgmt Against Against
approve an Agreement and Plan of Merger,
dated as of October 10, 2018, (as amended
on April 17, 2019) a copy of which is
attached to the accompanying proxy
statement/prospectus as Annex A, providing
for the combination of MTech and MJ
Freeway, LLC, a Colorado limited liability
company, under a new holding company called
MTech Acquisition Holdings Inc. ("MTech
Holdings"), and approve the transactions
contemplated thereby (the "Business
Combination").
2a) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: having a single class of common
stock and an authorized 75,000,000 shares
of common stock.
2b) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: having 5,000,000 authorized
shares of preferred stock.
2c) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: fixing the number of directors of
MTech Holdings at eight, subject to change
by resolution adopted by the affirmative
vote of at least a majority of the board of
directors then in office.
2d) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: dividing the board of directors
of MTech Holdings into three classes with
staggered three-year terms.
2e) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: prohibiting stockholder actions
by written consent.
2f) The Charter Amendments Proposal - to Mgmt Against Against
approve and adopt the Amended and Restated
Certificate of Incorporation of MTech
Holdings: making MTech Holdings' corporate
existence perpetual as opposed to MTech's
corporate existence terminating 18 months
following the consummation of its initial
public offering and removing various
provisions applicable only to special
purpose acquisition corporations contained
in MTech's current amended and restated
certificate of incorporation.
3) The Incentive Plan Proposal - to approve Mgmt Against Against
and adopt the MTech Acquisition Holdings
Inc. 2019 Long Term Incentive Plan in
connection with the Business Combination, a
copy of which is attached to the
accompanying proxy statement/prospectus as
Annex C.
4) The Adjournment Proposal - to approve the Mgmt Against Against
adjournment of the Special Meeting to a
later date or dates, if necessary, to
permit further solicitation and vote of
proxies if MTech is unable to consummate
the Business Combination for any reason.
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PENSARE ACQUISITION CORP Agenda Number: 934985207
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Security: 70957E105
Meeting Type: Special
Meeting Date: 29-Apr-2019
Ticker: WRLS
ISIN: US70957E1055
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. The Charter Amendment: To amend Pensare's Mgmt Against Against
Amended and Restated Certificate of
Incorporation to extend the date by which
the Company has to consummate a business
combination (the "Extension") for an
additional three months, from May 1, 2019
to August 1, 2019, and permit holders of
public shares to redeem their shares for
their pro rata portion of the trust
account.
2. Adjournment of the Meeting: To direct the Mgmt Against Against
chairman of the special meeting to adjourn
the special meeting to a later date or
dates, if necessary, to permit further
solicitation and vote of proxies if, based
upon the tabulated vote at the time of the
special meeting, there are not sufficient
votes to approve any of the foregoing
proposal.
CrossingBridge Long/Short Credit Fund
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The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
* Management position unknown
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) Trust for Professional Managers
By (Signature) /s/ John Buckel
Name John Buckel
Title President
Date 08/21/2019