Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-PX
 
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 
Investment Company Act file number 811-07074
 
180 Degree Capital Corp. 
(Exact name of registrant as specified in charter) 


7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Address of principal executive offices) (Zip code)
 
Daniel B. Wolfe
President and Chief Financial Officer
180 Degree Capital Corp.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Name and address of agent for service)
 
Registrant’s telephone number, including area code: 973-746-4500
 
Date of fiscal year end: December 31
 
Date of reporting period: July 1, 2017 — June 30, 2018 


Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.





Item 1. Proxy Voting Record

Adesto Technologies Corporation
 
 
 
 
 
 
 
Exchange and Symbol:
NASDAQ:IOTS
 
 
CUSIP:
00687D101
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
June 19, 2018
 
 
 
 
 
 
Proposals:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Class III Directors
 
 
 
Nelson Chan
Management
For
For
Narbeh Derhacobian
Management
For
For
 
 
 
 
2.
Ratification of the appointment of BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018
Management
For
For





D-Wave Systems, Inc.
 
 
 
 
 
 
 
Exchange and Symbol:
N/A
 
 
CUSIP:
N/A
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
June 29, 2018
 
 
 
 
 
 
Proposals:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
To determine the number of Directors at nine (9)
Management
For
For
 
 
 
 
2.
To election of Directors
 
 
 
Vern J. Brownell
Management
For
For
Geoff J. Catherwood
Management
For
For
J. Haig deB. Farris, LLD
Management
For
For
Steve T. Jurvetson
Management
For
For
François Lachance
Management
For
For
V. Paul Lee
Management
For
For
Donald J. Listwin
Management
For
For
Dr. Philippe St-Jean
Management
For
For
Steven M. West
Management
For
For
 
 
 
 
3.
To appoint PricewaterhouseCoopers LLP as the auditor of D-Wave Systems
Management
For
For
 
 
 
 
4.
To authorize the directors of D-Wave Systems to fix the renumeration of PricewaterhouseCoopers LLP as the auditor of D-Wave Systems
Management
For
For





Emcore Corporation
 
 
 
 
 
 
 
Exchange and Symbol:
NASDAQ:EMKR
 
 
CUSIP:
290846203
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
March 16, 2018
 
 
 
 
 
 
Proposal:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Director for a three-year term expiring at Emcore's 2021 Annual Meeting of Shareholders
 
 
 
Stephen Domenick
Management
For
For
 
 
 
 
2.
To ratify the appointment of KMPG LLP as Emcore's independent registered public accounting firm for the fiscal year ending September 30, 2018.
Management
For
For
 
 
 
 
3.
To approve an amendment to the Certificate of Incorporation to declassify the Board.
Management
For
For
 
 
 
 
4.
To approve an amendment to the Certificate of Incorporation to change the required number of members of the Company’s Board of Directors.
Management
For
For
 
 
 
 
5.
To approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certain provisions of the Certificate of Incorporation.
Management
For
For
 
 
 
 
6.
To approve an extension of the company’s tax benefits preservation plan.
Management
Against
Against
 
 
 
 
7.
To approve, on an advisory basis, the executive compensation of Emcore's Named Executive Officers.
Management
For
For





HZO, Inc.
 
 
 
 
 
 
 
Exchange and Symbol:
N/A
 
 
CUSIP:
N/A
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
March 14, 2018
 
 
 
 
 
 
Proposal:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Directors
 
 
 
Michael Rhodin
Management
For
For
Gavin Myers
Management
For
For
Nelson Chan
Management
For
For
Patrick Poon
Management
For
For
Ryan Pollock
Management
For
For
Kamal Bherwani
Management
For
For





Mersana Therapeutics, Inc.
 
 
 
 
 
 
 
Exchange and Symbol:
NASDAQ: MRSN
 
 
CUSIP:
59045L106
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
June 27, 2018
 
 
 
 
 
 
Proposals:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Class I Director
 
 
 
Willard H. Dere, M.D.
Management
For
For
 
 
 
 
2.
To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018.
Management
For
For





Synacor, Inc.
 
 
 
 
 
 
 
Exchange and Symbol:
NASDAQ: SYNC
 
 
CUSIP:
871561106
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
May 17, 2018
 
 
 
 
 
 
Proposals:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Class I Directors
 
 
 
Himesh Bhise
Management
For
For
Andrew Kau
Management
For
For
Jordan Levy
Management
For
For
 
 
 
 
2.
To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2018.
Management
For
For
 
 
 
 
3.
To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
Management
For
For
 
 
 
 
4.
To approve, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be conducted for 1 Year.
Management
For
For





TheStreet, Inc.
 
 
 
 
 
 
 
Exchange and Symbol:
NASDAQ: TST
 
 
CUSIP:
88368Q103
 
 
Shareholder Meeting Type:
Annual Meeting
 
 
Shareholder Meeting Date:
May 18, 2018
 
 
 
 
 
 
Proposals:
Proposed by:
Vote:
For/Against Management:
 
 
 
 
1.
Election of Class I Directors
 
 
 
James Cramer
Management
For
For
Bowers Espy
Management
For
For
Kevin Rendino
Management
For
For
 
 
 
 
2.
To ratify the appointment of BDO USA LLP as TheStreet, Inc.'s the independent registered public accounting firm for the fiscal year ending December 31, 2018.
Management
For
For
 
 
 
 
3.
To approve the compensation of The Street, Inc.'s named executive officers as discussed in the Proxy Statement.
Management
For
For
 
 
 
 
4.
To approve TheStreet, Inc. 2007 Performance Incentive Plan, as amended and restated.
Management
For
For





SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:
180 Degree Capital Corp.
 
 
By:
/s/ Daniel B. Wolfe
 
Daniel B. Wolfe
 
President and Chief Financial Officer
 
 
Date:
August 1, 2018