SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [x]
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Western Asset Corporate Loan Fund Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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Fee paid previously with preliminary materials [].
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Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663 (201) 881-7111 // Fax: (201) 556-0097
// pgoldstein@bulldoginvestors.com
February 12, 2020
Dear Stockholder of Western Asset Corporate Loan Fund (TLI)
TLI's common shares have often traded at a discount of more than 10%
below their net asset value ("NAV"). When a closed-end fund's shares
trade at a wide discount, long-term stockholders that want to sell are
harmed because they must accept a price far below NAV. We believe TLI
needs truly independent directors that are more sensitive to the
discount than the current directors, each of whom receives around
$300,000 or more per year to oversee many Legg Mason funds. That is
why, at the annual meeting, we will nominate three persons as directors
who have no ties to Legg Mason.
DIRECTORS FOR LIFE
TLI's own proxy voting policy requires it to vote "against board-approved
proposals to adopt anti-takeover measures." Yet, to entrench themselves,
the board of directors has unilaterally replaced TLI's plurality vote
standard for contested elections with a requirement that a challenger
in a competitive election must obtain a majority of the votes entitled
to be cast to be elected. Thus, even if a challenger receives more votes
than an incumbent director of TLI, the result will likely be a so-called
"failed election' which would leave the incumbent director in his or her
position as a "holdover" (or unelected) director indefinitely.
This "rigged election" bylaw deprives stockholders of the ability to
elect directors of their choice and violates the ethical standards Legg
Mason expects from its portfolio companies. For example, a fund managed
by Legg Mason states that its portfolio companies must have "a carve-out
for a plurality vote standard when there are more nominees than board
seats (i.e. contested election). In addition, [that same fund] strongly
encourages...a post-election director resignation policy...to promptly
address situations involving holdover directors."
Legg Mason and the board of TLI seem to have forgotten that they have
a fiduciary duty to establish a fair election procedure. Consequently,
we are proposing that they replace TLI's new "rigged election" bylaw with
this one: "The nominees that receive the most votes cast at a meeting at
which a quorum is present shall be elected as directors."
BUT WAIT, THERE'S MORE!
The board has authorized TLI to spend more than $200,000 to solicit
proxies for the annual meeting. We expect to spend less than 25% of that
on our solicitation. Apparently, cost is not a factor for Legg Mason as
long it can be billed to TLI's stockholders. However, since management's
proxy solicitation campaign is for the benefit of Legg Mason (who does
not want truly independent directors), we think Legg Mason, not TLI's
stockholders, should pay those solicitation expenses.
In sum, Legg Mason has elected to place its own interests above those
of TLI's "mom and pop" stockholders. It is unfortunate that a formerly
reputable fund manager like Legg Mason has become a poster child for
bad corporate governance and self-serving behavior. Until it abides by
the ethical principles it advocates for its portfolio companies, we
think investors should be wary about entrusting their assets to Legg
Mason. Your vote on the enclosed Green Proxy Card will encourage Legg
Mason to mend its ways and remind it that it works for TLI's
stockholders, not vice versa.
***
PLEASE RETURN THE ENCLOSED GREEN PROXY CARD TO VOTE FOR THE PROPOSAL
TO RESCIND THE "RIGGED ELECTION" BYLAW AND FOR OUR NOMINEES. IF YOUR
SHARES ARE HELD IN STREET NAME, YOU MAY VOTE ONLINE AT
WWW.PROXYVOTE.COM OR BY TELEPHONE AT 1-800-454-8683. IF YOU
HAVE ALREADY RETURNED MANAGEMENT'S PROXY CARD (EVEN IF YOU VOTED
AGAINST THE BOARD'S NOMINEES), YOU MUST STILL VOTE OUR GREEN PROXY
CARD TO VOTE FOR OUR NOMINEES.
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR PROXY, PLEASE CALL
INVESTORCOM AT 1-877-972-0090.
Very truly yours,
/S/Phillip Goldstein
Phillip Goldstein
Managing Member
Bulldog Investors, LLC
PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF WESTERN ASSET CORPORATE
LOAN FUND INC. FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy
statement and the enclosed GREEN proxy card to stockholders of
Western Asset Corporate Loan Fund Inc. (the "Fund") of record as of
January 7, 2020. We are soliciting a proxy to vote your shares at the
2020 annual meeting of stockholders (the "Meeting") scheduled for
March 20, 2020. Please refer to the Fund's proxy soliciting material
for detailed additional information concerning the Meeting and the
matters to be considered by stockholders. This proxy statement and
the enclosed GREEN proxy card are first being sent to stockholders
on or about February 12, 2020.
INTRODUCTION
There are three matters to be voted upon at the Meeting: (1) the
election of three directors, (2) the ratification of
PricewaterhouseCoopers LLP ("PwC") as the Fund's independent
registered public accountants, and (3) a non-binding proposal to
amend the Fund's bylaws in order to minimize the possibility of a
failed election and holdover directors. We are soliciting a proxy
to vote your shares FOR the election of the nominees named below
and for each proposal.
REASONS FOR THE SOLICITATION
The Fund's common shares have often traded at a discount of more than
10% below their net asset value ("NAV"). To insulate itself from
stockholders that might want the board to take action to address a
wide discount, the board of directors recently adopted an anti-
takeover bylaw that makes it virtually impossible for stockholders
to elect any directors other than the incumbents. We believe the
board breached its fiduciary duty by adopting that bylaw and that
the bylaw itself is illegal. This solicitation is intended to give
stockholders an opportunity to express their views about the
"rigged election" bylaw. We may litigate to challenge the validity
of that bylaw.
HOW YOUR PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted FOR our nominees, FOR the
ratification of PricewaterhouseCoopers LLP ("PwC") as the Fund's
independent registered public accountants, and FOR the bylaw proposal.
VOTING REQUIREMENTS
As of January 7, 2020, the Fund had 9,938,962 shares of common stock.
A stockholder is entitled to cast one vote for each share held. A
quorum will exist if the holders of a majority of the Fund's
outstanding shares are present or represented by proxy. If a quorum
exists, (1) the affirmative vote of the holders of shares representing
a majority of the votes entitled to be cast at the Meeting is
required to elect each director; (2) for purposes of the election of
directors, abstentions and broker non-votes are votes entitled to be
cast, and will therefore have the same effect as votes "against" the
election of that director; and (3) with respect to each of the other
matters, (a) the affirmative vote of a majority of the votes cast by
the stockholders will decide it and (b) abstentions and broker
non-votes, if any, will not be counted as votes cast and therefore
will have no effect on its outcome.
PROPOSAL 1: ELECTION OF DIRECTORS
Our affiliate intends to nominate the following persons for election as
directors. Mr. Goldstein beneficially owns 19,403 shares. Neither
Mr. Dakos nor Mr. Das personally owns any shares of the Fund.
However, because of their role with Bulldog Investors, an
investment advisor whose clients beneficially own 768,324 common
shares of the Fund, Messrs. Goldstein and Dakos may be deemed to
beneficially own such shares although they disclaim beneficial
interest in all such shares except to the extent of any pecuniary
interest in such clients' accounts. Our nominees are advocates for
stockholder democracy, good corporate governance and enhancing
stockholder value. There are no arrangements or understandings
between any nominee and Bulldog Investors or its affiliates in
connection with the nominations.
Phillip Goldstein (born 1945) - Managing Member of Bulldog
Investors, LLC (and its predecessor), an SEC-registered investment
adviser that serves as the investment adviser to, among other
clients, the Bulldog Investors group of private investment funds
and Special Opportunities Fund, Inc., a registered closed-end
investment company; Principal of the general partner of several
private investment partnerships in the Bulldog Investors group of
private funds; Chairman of the Mexico Equity & Income Fund, Inc.;
Secretary and Chairman of Special Opportunities Fund, Inc.;
Director of MVC Capital, Inc.; Director of Brookfield DTLA Fund
Office Trust Investor; Secretary, Chairman, and member of the
Transitional Investment Committee of High Income Securities Fund
(f/k/a Putnam High Income Securities Fund); Director of The Swiss
Helvetia Fund, Inc; Trustee of Crossroads Liquidating Trust;
Chairman of Emergent Capital, Inc. (until 2017).
Andrew Dakos (born 1966) - Managing Member of Bulldog Investors,
LLC, an SEC-registered investment adviser that serves as the
investment adviser to, among other clients, the Bulldog Investors
group of private investment funds and Special Opportunities Fund,
Inc., a registered closed-end investment company; Principal of the
general partner of several private investment partnerships in the
Bulldog Investors group of private funds; President and Director
of Special Opportunities Fund; President and Chairman of The Swiss
Helvetia Fund, Inc; President, Trustee and member of the
Transitional Investment Committee of High Income Securities
Fund (f/k/a Putnam High Income Securities Fund); Director of
Brookfield DTLA Fund Office Trust Investor, Inc.; Trustee of
Crossroads Liquidating Trust; Director of Emergent Capital, Inc.
(until 2017); Director of the Mexico Equity & Income Fund
(until 2015).
Rajeev Das (born 1968) - Principal of the general partner of
several private investment partnerships in the Bulldog Investors
group of private investment funds; Head Trader of Bulldog
Investors, LLC, an SEC-registered investment adviser that
serves as the investment adviser to, among other clients, the
Bulldog investors group of private investment funds and Special
Opportunities Fund, Inc., a registered closed-end investment
company; Director and Chairman of the Audit Committee of the
Mexico Equity & Income Fund; Trustee and member of the
Transitional Investment Committee of High Income Securities
Fund (f/k/a Putnam High Income Securities Fund); Vice President
of Special Opportunities Fund, Inc.; Secretary of The Swiss
Helvetia Fund, Inc.
If no direction is made, this proxy will be voted in favor of the
above nominees.
PROPOSAL 2: RATIFICATION OF PWC AS THE FUND'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
Please refer to the board's proxy statement for information regarding
this proposal.
If no direction is made, this proxy will be voted FOR this proposal.
PROPOSAL 3: THE BOARD SHOULD AMEND THE BYLAWS TO PROVIDE THAT IN A
CONTESTED ELECTION, A MAJORITY OF THE VOTES CAST IN THE ELECTION OF
DIRECTORS SHALL BE REQUIRED TO ELECT A DIRECTOR.
The purpose of this non-binding proposal is to minimize the possibility
of a failed election and holdover directors.
The board recently changed the bylaws to require a nominee for director
to obtain a majority of the votes entitled to be (rather than actually)
cast in the election of directors to be elected. The only conceivable
purpose we can envision for this change is to prevent stockholders from
being able to elect the nominees of their choice because any competitive
election is almost certain to result in a so-called "failed election"
which would leave the incumbent directors in their positions as
"holdover" (or unelected) directors - even if they receive fewer votes
than their opponents.
We believe the board's adoption of a bylaw designed to prevent
stockholders from electing the directors they want to represent them
violates the Investment Company Act of 1940 (which requires every share
of stock issued by a fund to have equal voting rights with every other
share) and is a breach of fiduciary duty. Therefore, the new "rigged
election" bylaw should be replaced with the following one: "The
nominees that receive the most votes cast at a meeting at which a
quorum is present shall be elected as directors."
If no direction is made, this proxy will be voted FOR this proposal.
REVOCATION OF PROXIES
You may revoke your proxy by executing and delivering a later dated
proxy or by voting in person at the Meeting. Attendance at the Meeting
will not by itself revoke a proxy. There is no limit on the number of
times you may revoke your proxy and only your most recent proxy will
be counted.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or
employed by us may assist us in the solicitation of proxies. Banks,
brokerage houses and other securities intermediaries will be requested
to forward this proxy statement and the enclosed GREEN proxy card to
the beneficial owners for whom they hold shares of record. We will
reimburse these organizations for their reasonable out-of-pocket
expenses.
Initially, we will bear the expenses related to this proxy solicitation.
Because we believe that all stockholders will benefit from this
solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses from the Fund. Stockholders
will not be asked to vote on the reimbursement of these expenses, which
we estimate will be $50,000.
PARTICIPANTS
As of January 7, 2020, Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, the soliciting stockholder, beneficially owned
768,324 common shares of the Fund which were purchased between
December 14, 2018 and November 26, 2019.
February 10, 2020
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF WESTERN ASSET CORPORATE LOAN
FUND INC. INC. (THE "FUND") FOR THE FUND'S 2020 ANNUAL MEETING OF
STOCKHOLDERS (THE "MEETING").
The undersigned hereby appoints John Grau and Phillip Goldstein and
each of them, as the undersigned's proxies, with full power of
substitution, to attend the Meeting and any adjourned or postponed
Meeting, and to vote on all matters that come before the Meeting the
number of shares that the undersigned would be entitled to vote if
present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR RAJEEV DAS [ ] WITHHOLD AUTHORITY
2: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP ("PWC") AS THE FUND'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. THE BOARD SHOULD AMEND THE BYLAWS TO PROVIDE THAT IN A CONTESTED
ELECTION, A MAJORITY OF THE VOTES CAST IN THE ELECTION OF DIRECTORS
SHALL BE REQUIRED TO ELECT A DIRECTOR.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed.
If no direction is made, this proxy will be voted FOR the election of
the above nominees as Director and FOR each proposal. The undersigned
hereby acknowledges receipt of the proxy statement dated February 10,
2020 of Bulldog Investors and revokes any proxy previously executed.
Signature(s) _______________________ Dated: ______________