EX-99.77C VOTES 2 ex77c.htm SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ex77c.htm
 
EX-99.77C VOTES 3 ex77c.htm SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
Attachment to N-SAR Sub-Item 77C
 
On June 14, 2011, the Company held its annual meeting of stockholders where the following matters were approved by stockholders. As of the record date of April 28, 2011 (the “Record Date”), the Company had 74,626,948 outstanding shares of common stock and 6,400,000 outstanding shares of mandatory redeemable preferred stock, each of which was entitled to cast one vote. Represented in person or by proxy at this meeting were a total of 70,320,831 shares of common stock and mandatory redeemable preferred stock, constituting a quorum.
 
 
(i)
The election of Gerald I. Isenberg as Class I director, to serve for a term of three years until the Company’s 2014 annual meeting of stockholders and until his successor is duly elected and qualified.
 
 
 
The election of Mr. Isenberg required the affirmative vote of the holders of a majority of shares of the Company’s common stock and mandatory redeemable preferred stock outstanding as of the Record Date, voting together as a single class. On this matter, 68,897,562 shares were cast in favor and 1,423,269 shares withheld authority in the election of Mr. Isenberg.
 
 
 
As a result of the vote on this matter, Mr. Isenberg was elected to serve as director of the Company for a three-year term.
 
 
 
Steven C. Good and Kevin S. McCarthy continued as directors with terms expiring on the date of the Company’s 2012 annual meeting of stockholders; Anne K. Costin and William H. Shea, Jr. continued as directors with terms expiring on the date of the Company’s 2013 annual meeting of stockholders.
 
 
(ii)
The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public account­ing firm for the fiscal year ending November 30, 2011.
 
 
 
Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of the Company’s common stock and mandatory redeemable preferred stock outstanding as of the Record Date, voting together as a single class. For the purposes of this proposal, each share of common stock and each share of mandatory redeemable preferred stock is entitled to one vote. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
 
 
 
On this matter, 69,539,630 shares were cast in favor, 291,491 shares were cast against, 489,707 shares abstained, and there were no broker non-votes.
 
 
 
As a result of the vote on this matter, the proposal was approved.
 
 
(iii)
The approval of a proposal to authorize the Company to sell shares of its common stock at a net price below net asset value per share, so long as the gross price (before underwriting fees, commissions and offering expenses) is above net asset value per share, effective for a period expiring on the date of the Company’s 2012 annual meeting of stockholders. Approval of this proposal required both of the following:
 
 
a.
The affirmative vote of a majority of all holders of the Company’s common stock on the records of the Company’s transfer agent (“Registered Common Stockholders”) as of the Record Date (the “Reg­istered Common Stockholder Vote”). For purposes of the Registered Common Stockholder Vote, abstentions will have the effect of votes against this proposal; and broker non-votes are not relevant for this vote because Registered Common Stockholders are “stockholders of record” with the transfer agent and, therefore, do not hold their shares through a broker.
 
 
 
With respect to this requirement, out of 45 total Registered Common Stockholders, 27 voted in favor, 4 voted against, 1 holder abstained, and there were no broker non-votes.
 
 
b.
The affirmative vote of a majority of the votes cast by the holders of the Company’s common stock and mandatory redeemable preferred stock outstanding as of the Record Date, voting together as a single class (the “Majority Stockholder Vote”). For the purposes of the Majority Stockholder Vote, absten­tions will have the effect of votes against this proposal, and broker non-votes will have no effect on the outcome.
 
 
 
With respect to this requirement, 24,383,951 shares were cast in favor, 2,077,367 shares were cast against, 575,523 shares abstained, and there were 43,283,990 broker non-votes.
 
As a result of the vote on this matter, the proposal was approved.