|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
OWENS REALTY MORTGAGE, INC.
|
7/16/2018
|
690828108
|
ORM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
Steven D. Hovde
|
|
|
|
|
James P. Hua
|
|
|
For
|
For
|
2. The Company's proposal to ratify the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018.
|
Shareholder
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
TRIANGLE CAPITAL CORP.
|
7/24/2018
|
895848109
|
TCAP
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. To approve the Asset Purchase Agreement, dated as of April 3, 2018 (the "Asset Purchase Agreement"), by and between the Company and BSP Asset Acquisition I, LLC (the "Asset Buyer"), and the transactions
contemplated thereby, including the sale of substantially all of the Company's portfolio investments to the Asset Buyer for the price, and on the terms, set forth in the Asset Purchase Agreement (the "Asset Sale").
|
Issuer
|
|
Mirror Vote
|
For
|
2. To approve, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance and sale by the Company to Barings LLC ("Barings") of up to, under certain circumstances, $150
million worth of shares of common stock, par value $0.001 per share, of the Company (the "Stock Issuance") pursuant to the terms of the Stock Purchase and Transaction Agreement, dated as of April 3, 2018, by and between the Company and
Barings (the "Externalization Agreement").
|
Issuer
|
|
Mirror Vote
|
For
|
3. To approve the investment advisory agreement (the "Advisory Agreement") pursuant to which Barings would be appointed as the investment adviser of the Company.
|
Issuer
|
|
Mirror Vote
|
For
|
4. To approve the investment advisory agreement (the "Advisory Agreement") pursuant to which Barings would be appointed as the investment adviser of the Company.
|
Issuer
|
|
Mirror Vote
|
For
|
5. To approve on an advisory, non-binding basis, the payment of an estimated $17.2 million in the aggregate, subject to the occurrence of certain conditions regarding change of control and termination, in golden
parachute payments that will or may become payable by the Company to its named executive officers pursuant to their employment and other arrangements with the Company in connection with the closing of the transactions contemplated by the
Asset Purchase Agreement and the Externalization Agreement.
|
Issuer
|
|
Mirror Vote
|
For
|
6. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Purchase
Agreement and related Asset Sale, the Stock Issuance or the Advisory Agreement.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
BLACKROCK NY MUNI INCOME QUALITY TRUST
|
7/30/2018
|
09249u105
|
BSE
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
Robert Fairbaim
|
|
|
|
|
Catherine A. Lynch
|
|
|
|
|
Karen P. Robards
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ATLANTIC ACQUISTION CORP.
|
8/10/2018
|
048206106
|
ATAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1.Business Combination Proposal - To approve the authorization for Atlantic's board of directors to complete the merger of Merger Sub into HF Group Holding Corporation ("HF Group"), resulting in HF Group
becoming a wholly owned subsidiary of Atlantic, as provided for in the Acquisition Agreement, or the "Business Combination."
|
Issuer
|
|
For
|
None
|
1a. Intention to Exercise Redemption Rights If you intend to exercise your redemption rights, please check this 'FOR' box. Checking this 'FOR' box, however,is not sufficient to exercise your redemption rights.
You must comply with the procedures set forth in the definitive proxy statement under the section entitled "Special Meeting of Atlantic Shareholders - Redemption Rights."
|
Issuer
|
|
For
|
None
|
1b. Stockholder 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 stockholder
with respect to the shares of common stock of Atlantic, owned by me in connection with the proposed Business Combination between Atlantic and HF Group. "For" = I am not acting in concert. "Against" = I am acting in concert.
|
Issuer
|
|
For
|
For
|
2.Name Change Proposal - To approve the amendment of the certificate of incorporation Atlantic to change Atlantic's name from "Atlantic Acquisition Corp." to "HF Foods Group Inc."
|
Issuer
|
|
For
|
For
|
3.Equity Incentive Plan Proposal - To approve the 2018 Omnibus Equity Incentive Plan.
|
Issuer
|
|
For
|
For
|
4.Nasdaq Proposal - To approve the issuance of more than 20% of the issued and outstanding shares of common stock of Atlantic pursuant to the terms of the Acquisition Agreement and Business Combination, as
required by Nasdaq Listing Rules 5635(a) and (d).
|
Issuer
|
|
For
|
For
|
5.Adjournment Proposal - To approve the adjournment of the special meeting in the event Atlantic does not receive the requisite shareholder vote to approve the Business Combination.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
BLACKROCK DEBT STRATAGIES
|
8/15/2018
|
245915103
|
DSU
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
NO VOTE, shares sold.
|
|||
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
|
8/22/2018
|
246060107
|
DEX
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
Jason Beckett
|
|
|
|
|
Jeremy Benkiewicz
|
|
|
|
|
Stephen J. Flanagan
|
|
|
|
|
Frederic Gabriel
|
|
|
|
|
Paul Kazarian
|
|
|
|
|
Thomas H. McGlade
|
|
|
|
|
Nitin Sapru
|
|
|
|
|
Pierre Weinstein
|
|
|
For
|
For
|
2. For the Board to consider authorizing a self-tender offer for all outstanding shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding shares are submitted for
tender, the tender offer should be cancelled and the Board should take the steps necessary to liquidate or convert the Fund into an open-end mutual fund.
|
Shareholder
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
STELLAR ACQUISTION III INC
|
8/22/2018
|
Y8172W107
|
STLR
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. Further amend the Company's second amended and restated articles of incorporation to extend the date that the Company has to consummate a business combination from August 24, 2018 to December 26, 2018 or such
earlier date as may be determined by the Board.
|
Issuer
|
|
For
|
None
|
2. Amend the Amended and Restated Investment Management Trust Agreement by and 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 August 24, 2018 to December 26, 2018 and to permit the withdrawal of funds from
the trust account to pay shareholders who properly exercise their redemption rights in connection with Proposal 1.
|
Issuer
|
|
For
|
None
|
3. 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 or Proposal 2.
|
Issuer
|
|
For
|
For
|
4. You may exercise your redemption rights by marking the "For" box. 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 THE STOCK CERTIFICATES REPRESENTING SUCH REDEEMED PUBLIC SHARES TO THE COMPANY'S DULY APPOINTED AGENT PRIOR TO THE VOTE
AT SUCH MEETING.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
STEWART INFORMATION SERVICES
|
9/5/2018
|
860372101
|
STC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. Approval and adoption of the Agreement and Plan of Merger, dated as of March 18, 2018, by and among Stewart Information Services Corporation ("Stewart"), Fidelity National Financial, Inc., A Holdco Corp. and
S Holdco LLC.
|
Issuer
|
|
For
|
For
|
2. Approve, on a non-binding advisory basis, certain compensation that will or may be paid by Stewart to its named executive officers that is based on or otherwise relates to the mergers.
|
Issuer
|
|
For
|
For
|
3. Approve an adjournment of the special meeting of stockholders of Stewart, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement, if there are
not sufficient votes at the time of such adjournment to approve and adopt the merger agreement.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
NEW YORK REIT INC
|
9/7/2018
|
64976L208
|
NYRT
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To approve conversion of New York REIT, Inc. from a Maryland corporation to a Delaware limited liability company to be known as New York REIT Liquidating LLC (the "LLC"), in accordance with Maryland law and
Delaware law pursuant to articles of conversion, a certificate of conversion and a certificate of formation, and to approve the operating agreement of the LLC.
|
Issuer
|
|
For
|
For
|
2. A proposal to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in favor of the proposal to approve the conversion.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DEUTCHE MULTI-MARKET INC
|
9/12/2018
|
25160E102
|
KMM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
1) Keith R. Fox
|
|
|
|
|
2) Richard J. Herring
|
|
|
|
|
3) William N. Searcy, Jr.
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DEUTCHE STRATEGIC INCOME TR
|
9/12/2018
|
25160F109
|
KST
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
1) Keith R. Fox
|
|
|
|
|
2) Richard J. Herring
|
|
|
|
|
3) William N. Searcy, Jr.
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ABERDEEN GLOBAL PREMIER PROPERTIES FD C
|
9/19/2018
|
00302l108
|
AWP
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
1)John Sievwright
|
|
|
|
|
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ROYCE VALUE TRUST, INC
|
9/24/2018
|
780910105
|
RVT
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Shareholder
|
|
|
|
1) Charles M. Royce
|
|
|
|
|
2) Peter O'Brien
|
|
|
|
|
3) David L. Meister
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
AVISTA HEALTHCARE PUBLIC ACQ. CORP
|
10/4/2018
|
G0726L125
|
AHPA
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To consider and vote upon a proposal to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from
October 14, 2018 to February 15, 2019.
|
Issuer
|
|
For
|
For
|
2. To consider and vote upon a proposal to amend the Company's Investment Management Trust Agreement by and between AHPAC and Continental Stock Transfer & Trust Company, to extend date on which to commence
liquidating the trust account established in connection with Company's initial public offering in event the Company has not consummated a business combination.
|
Issuer
|
|
For
|
For
|
3. To consider and vote upon a proposal to approve the adjournment of the extraordinary general 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, approval of one or more proposals to be submitted for shareholder approval at general meeting.
|
Issuer
|
|
For
|
N/A
|
3A. You may exercise your redemption rights with respect to all or a portion of your public shares by marking the "FOR" box. If you exercise your redemption rights, then you will be exchanging the indicated
number of your public shares of the common stock of Company for cash and you will no longer own such public shares.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
I-AM CAPITAL ACQUISITION
|
10/4/2018
|
45074Q108
|
IAM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To approve the subscription agreement between the Company and Smaaash Entertainment Private Limited, a company incorporated in the Republic of India ("Smaaash") and the other parties thereto, as amended (the
"Subscription Agreement"), the master license and distribution agreement, by and between I-AM Capital and Smaaash (the "Master Distribution Agreement"), the master franchise agreement, by and between I-AM Capital and Smaaash (the "Master
Franchise Agreement"), the Shareholders' Agreement and the transactions contemplated by such agreements.
|
Issuer
|
|
For
|
For
|
2. The Certificate Amendment Proposal - To approve an amendment and restatement of the Company's second amended and restated certificate of incorporation, to (i) change the Company's name from "I-AM Capital
Acquisition Company" to "Smaaash Entertainment Inc." and (ii) change certain provisions related to the Company's transition from a blank check company to an operating company, as reflected in the proposed third amended and restated
certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex E
|
Issuer
|
|
For
|
For
|
3A. Re-election of Class I Director: Donald R. Caldwell
|
Issuer
|
|
For
|
For
|
3B. Re-election of Class I Director: Roman Franklin
|
Issuer
|
|
For
|
For
|
3C. Re-election of Class I Director: Frank Leavy
|
Issuer
|
|
For
|
For
|
3D.Re-election of Class I Director: Edward Leonard Jaroski
|
Issuer
|
|
For
|
For
|
3E. Election of Class II Director: Shripal Morakhia
|
Issuer
|
|
For
|
For
|
4. The Incentive Plan Proposal - To approve the adoption of the I-AM Capital 2018 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex F
|
Issuer
|
|
For
|
For
|
5. The Incentive Plan Proposal - To approve the adoption of the I-AM Capital 2018 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex F
|
Issuer
|
|
For
|
For
|
6. The Adjournment Proposal - To approve adjournment of the special meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies, in the event that there are
not sufficient votes to approve one or more proposals presented at the special meeting or that one or more closing conditions under the Subscription Agreement will not be satisfied.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ALLIANCE CALIFORNIA MUNI INCOME
|
10/11/2018
|
018546101
|
AKP
|
|
Vote
|
Shareholder Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Against
|
Against
|
1. TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH ALLIANCEBERNSTEIN L.P.
|
Shareholder
|
|
For
|
For
|
2. To not present these shares at the meeting if the proxyholders believe that the above proposal is less likely to be approved if your shares are not represented at the meeting (by making it more difficult to
reach a quorum) than if they are represented at the meeting.
|
Shareholder
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
THE ASIA PACIFIC FUND
|
10/12/2018
|
044901106
|
APB
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Jessica M. Bibliowicz
|
|
|
|
|
David G.P. Scholfield
|
|
|
|
|
William G. Tung
|
|
|
MIRROR VOTE
|
For
|
2. To approve the liquidation and dissolution of the Fund.
|
|
|
MIRROR VOTE
|
For
|
3. RESOLVED: All investment advisory and management agreements between The Asia Pacific Fund, Inc. and Value Partners Hong Kong Limited shall be terminated by the Fund, pursuant to right of stockholders as
embodied in Section 15(a)(3) of Investment Company Act of 1940 and as required to be included in such agreements, at earliest date Fund is legally permitted to do so.
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
Hennessy Capital Acquistion III
|
10/17/2018
|
42588L105
|
HCAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. The Business Combination Proposal - To approve that certain Purchase Agreement, dated as of June 25, 2018 and amended as of July 12, 2018 (as may be further amended from time to time, the "Purchase Agreement"), by and between the
Company and JFL-NRC-SES Partners, LLC ("JFL Partners"), and the transactions contemplated thereby (the "Business Combination"), which provides for the acquisition by the Company of all of the issued and outstanding membership interests of
NRC Group Holdings, LLC from JFL Partners.
|
Issuer
|
|
For
|
For
|
1a. Intention to Exercise Redemption Rights: If you intend to exercise your redemption rights, please check "for" box. Checking this box, however, is not sufficient to exercise your redemption rights. You must comply with the
procedures set forth in the definitive proxy statement under the heading "Special Meeting in Lieu of 2018 Annual Meeting of Hennessy Capital Stockholders - Redemption Rights."
|
Issuer
|
|
For
|
For
|
1b. 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 stockholder with respect to the
shares of common stock of the Company owned by me in connection with the proposed Business Combination between the Company and NRC Group Holdings, LLC. (For = I am not, Against = I am)
|
Issuer
|
|
For
|
For
|
2.To approve the amendment of the Company's certificate of incorporation (the "existing charter") to increase the Company's authorized preferred stock. Each of the Charter Proposals is conditioned on the approval of the Business
Combination Proposal.
|
Issuer
|
|
For
|
For
|
3.To approve the amendment of the Company's existing charter to provide for the classification of the Company's board of directors into three classes of directors with staggered three-year terms of office and to make certain related
changes. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal.
|
Issuer
|
|
For
|
For
|
4. To approve the amendment of the Company's existing charter to provide for the removal of directors with or without cause by stockholders voting a majority of the outstanding shares of Company common stock, provided that at any time
that JFL (as defined in the accompanying proxy statement) beneficially owns, in the aggregate, less than 50% of Company common stock, directors may be removed from office only for cause and only by the affirmative vote of holders of the
majority of the outstanding shares of Company common stock.
|
Issuer
|
|
For
|
For
|
5. To approve the amendment of the Company's existing charter to require an affirmative vote by the holders of at least 66.67% of the outstanding shares of Company common stock to amend, alter, change or repeal or adopt certain
provisions of the proposed charter for so long as JFL beneficially owns, in the aggregate, at least 10% of outstanding shares of Company common stock. Each of the Charter Proposals is conditioned on the approval of the Business
Combination Proposal.
|
Issuer
|
|
For
|
For
|
6. To approve the amendment of the Company's existing charter to require an affirmative vote of at least 66.67% of the outstanding shares of Company common stock to amend, alter or repeal the proposed amended and restated bylaws of the
Company for so long as JFL beneficially owns, in the aggregate, at least 10% of the outstanding shares of Company common stock. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal.
|
Issuer
|
|
For
|
For
|
7. To approve the amendment of the Company's existing charter to provide for certain changes to adopt ownership qualifications, restrictions, requirements and procedures to assist the Company in complying with certain provisions of the
Jones Act (as defined in the accompanying proxy statement). Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal.
|
Issuer
|
|
For
|
For
|
8. To approve the amendment of the Company's existing charter to provide for certain additional changes, including changing the Company's name from "Hennessy Capital Acquisition Corp. III" to "NRC Group Holdings Corp.," which the
Company's board of directors believes are necessary to adequately address the post-Business Combination needs of the Company. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal.
|
Issuer
|
|
For
|
For
|
9. To approve the amendment of the Company's existing charter to provide for certain additional changes, including changing the Company's name from "Hennessy Capital Acquisition Corp. III" to "NRC Group Holdings Corp.," which the
Company's board of directors believes are necessary to adequately address the post-Business Combination needs of the Company. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal.
|
|
|
For
|
For
|
10 .DIRECTOR
|
Issuer
|
|
|
|
|
|
|
|
|
James Baumgardner
|
|
|
|
|
Christian Swinbank
|
|
|
|
|
John Rapaport
|
|
|
|
|
James F. O'Neil III
|
|
|
For
|
For
|
11. Incentive Plan Proposal - To approve the NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2.
|
Issuer
|
|
For
|
For
|
12. To approve (i) the issuance of shares of common stock to JFL Partners (ii) the issuance of up to 2,439,025 shares of Company common stock and up to 1,000,000 shares of Series A Convertible Preferred Stock, (iii) the issuance by the
Company of 1,951,220 shares of Company common stock and 300,000 shares of Series A Convertible Preferred Stock convertible into shares of Company common stock to JFLCo or one or more of its affiliated investment funds and (iv) the
potential change of control of the Company under the NYSE American listing rules.
|
Issuer
|
|
For
|
For
|
13. Adjournment Proposal - 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 the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal or the NYSE Proposal.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
MVC CAPITAL, INC.
|
10/30/2018
|
553829102
|
MVC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Emilio Dominianni
|
|
|
|
|
Phillip Goldstein
|
|
|
|
|
Gerald Hellerman
|
|
|
|
|
Warren Holtsberg
|
|
|
|
|
Robert Knapp
|
|
|
|
|
Scott Krase
|
|
|
|
|
William Taylor
|
|
|
|
|
Michael Tokarz
|
|
|
|
|
|
|
|
MIRROR VOTE
|
For
|
2. To ratify the selection of Grant Thornton LLP as the Fund's independent registered public accounting firm for fiscal year 2018.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
BOULDER GROWTH & INCOME FUND
|
11/14/2018
|
10150710
|
BIF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Richard I. Barr
|
|
|
|
|
Steven K. Norgaard
|
|
|
|
|
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
JAPAN SMALLER CAPITALIZATION FD
|
11/20/2018
|
47109U104
|
JOF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Rodney A. Buck
|
|
|
|
|
David B. Chemidlin
|
|
|
|
|
|
|
|
MIRROR VOTE
|
Against
|
2. A Shareholder proposal requesting that the Board of Directors take action to declassify the board of Directors
|
Shareholder
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
EATON VANCE MUNICIPAL BOND FUND II
|
12/1/2018
|
27827K109
|
EIV
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Abstain
|
For
|
1. To approve the agreement and plan of Reorganization between the Fund and Eaton Vance Municipal Bond Fund
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
HILL INTERNATIONAL
|
12/6/2018
|
431466101
|
HIL
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Arnaud Ajdler
|
|
|
|
|
Raouf S. Ghali
|
|
|
For
|
For
|
2. Advisory vote to approve the Company's named executive officer compensation
|
Issuer
|
|
For
|
For
|
3. Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for 2018
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
THE CHINA FUND, INC.
|
12/7/2018
|
169373107
|
CHN
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. To approve the proposed Investment Advisory and Management Agreement between the fund and Matthews International Capital Management, LLC.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DRAPER OAKWOOD TECHNOLOGY ACQUISTION, INC.
|
12/19/2018
|
26146l103
|
DOTA
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, the transactions contemplated thereby and the performance by Draper Oakwood Technology Acquisition, Inc. of its
obligations thereunder (the "Business Combination").
|
Issuer
|
|
For
|
For
|
1a. To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, the transactions contemplated thereby and the performance by Draper Oakwood Technology Acquisition, Inc. of its
obligations thereunder (the "Business Combination").
|
Issuer
|
|
For
|
For
|
2a. To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, the transactions contemplated thereby and the performance by Draper Oakwood Technology Acquisition, Inc. of its
obligations thereunder (the "Business Combination").
|
Issuer
|
|
For
|
For
|
2b. To consider and vote upon proposals to approve the adoption of the following incentive compensation plans: 2018 Reebonz Share Option Plan.
|
Issuer
|
|
For
|
For
|
2c. To consider and vote upon proposals to approve the adoption of the following incentive compensation plans: Management Performance Plan
|
Issuer
|
|
For
|
For
|
3. To consider and vote upon proposals to approve the adoption of the following incentive compensation plans: Management Performance Plan
|
Issuer
|
|
For
|
For
|
4. The Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting of stockholders 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 the Business Combination Proposal.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
BISON CAPITAL ACQUISTION CORP
|
12/28/2018
|
G1142P104
|
BCAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Richard Wu
|
|
|
|
|
Charles Prizzi
|
|
|
|
|
Thomas Folinsbee
|
|
|
For
|
For
|
2. To ratify the appointment of Marcum LLP ("Marcum") as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2017 and the interim periods ended March 31, 2018, June
30, 2018 and September 30, 2018.
|
Issuer
|
|
For
|
For
|
3. To direct the chairman of the Meeting to adjourn the 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
Meeting, there are not sufficient votes to approve any of the foregoing proposals.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
PUTNAM HIGH INCOME SECURITIES FUND
|
1/22/2019
|
746779107
|
PCF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To change the nature of the Fund's business from being an investment company under the Investment Company Act of 1940, as amended and to deregister the Fund as an investment company with the Securities and
Exchange Commission to permit the Fund to operate as a holding company.
|
Issuer
|
|
For
|
For
|
2. To approve the reorganization of the Fund from a Massachusetts business trust into a newly established Delaware corporation
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
PENSARE ACQUISTION CORP.
|
1/28/2019
|
70957e105
|
WRLS
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. The Charter Amendment: Amend Pensare's 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
February 1, 2019 to May 1, 2019, and permit holders of public shares to redeem their shares for their pro rata portion of the trust account.
|
Issuer
|
|
For
|
For
|
2. DIRECTOR
|
Issuer
|
|
|
|
U. Bertram Ellis, Jr.
|
|
|
|
|
Karl Krapek
|
|
|
|
|
Dennis Lockhart
|
|
|
|
|
Dr. Klaas Baks
|
|
|
For
|
For
|
3. Ratification of Selection of Independent Registered Public Accounting Firm: To ratify the selection by our Audit Committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year
ending March 31, 2019.
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
GTY TECHNOLOGY HOLDINGS INC.
|
2/7/2019
|
G4182A102
|
GTYH
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. The GTY Merger Proposal - to approve by 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").
|
Issuer
|
|
For
|
For
|
2. The Business Combination Proposal - to consider and vote upon a proposal to approve by ordinary resolution and adopt: Please see the Proxy Statement for the Proposal language.
|
Issuer
|
|
For
|
For
|
3. To approve the provision in the Proposed Charter changing the authorized share capital.
|
Issuer
|
|
For
|
For
|
4. Organizational Documents Proposal B - to 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.
|
Issuer
|
|
For
|
For
|
5. Organizational Documents Proposal C - to 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;
|
Issuer
|
|
For
|
For
|
6. Organizational Documents Proposal D - to 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.
|
Issuer
|
|
For
|
For
|
7. Organizational Documents Proposal C - to 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;
|
Issuer
|
|
For
|
For
|
8. Organizational Documents Proposal F - to 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.
|
Issuer
|
|
For
|
For
|
9. Organizational Documents Proposal G - to 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.
|
Issuer
|
|
For
|
For
|
10. Organizational Documents Proposal H - to 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.
|
Issuer
|
|
For
|
For
|
11. To approve all other differences between 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.
|
Issuer
|
|
For
|
For
|
12. To approve by ordinary resolution, assuming 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").
|
Issuer
|
|
For
|
For
|
13. To approve by ordinary resolution, assuming 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").
|
Issuer
|
|
For
|
For
|
14. The Adjournment Proposal - to consider and 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").
|
Issuer
|
|
For
|
For
|
14A. 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 in connection with the proposed business combination.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
MODERN MEDIA ACQ.
|
2/8/2019
|
60765P103
|
MMDM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. Extension Amendment: Proposal to amend the 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.
|
Issuer
|
|
For
|
For
|
2. Trust Amendment: Proposal to amend the 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.
|
Issuer
|
|
For
|
For
|
3. Election of Class I Director: John White
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ABERDEEN EMER. MKTS EQ INCOME
|
2/21/2019
|
00301W105
|
AEF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror vote
|
For
|
1. Class II Director 1.1 LAWRENCE J. FOX, 1.2 C. WILLIAM MAHER
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
Union Acq. Corp
|
2/27/2019
|
G9366W101
|
LTN
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. The Business Combination and Rizobacter Call Option Agreement Proposal-To consider and vote upon a proposal to (i) approve and adopt the share exchange agreement, by and between UAC, Joseph J. Schena, in his
capacity as a representative of UAC shareholders, and Bioceres, Inc., a Delaware corporation that will convert to Bioceres LLC ("Seller") (ii) ratify the amended call option agreement, dated as of October 22, 2018, as may be amended from
time to time.
|
Issuer
|
|
For
|
None
|
1a. I HEREBY EXERCISE MY REDEMPTION RIGHTS
|
Issuer
|
|
For
|
None
|
1b. 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 of UAC owned by me in connection with the proposed business combination between UAC and Bioceres LLC.
|
Issuer
|
|
For
|
For
|
2. The Articles Amendment Proposals-To consider and vote upon four separate proposals to approve by special resolution, assuming the Business Combination and Rizobacter Call Option Agreement Proposal is approved
and adopted, the following amendments to UAC's amended and restated memorandum and articles of association (the "Articles"): To consider and vote upon an amendment to the Articles to authorize changing the post- business combination
corporate name from "Union Acquisition Corp." to "Bioceres Crop Solutions Corp." ("BIOX")
|
Issuer
|
|
For
|
For
|
3. To consider and vote upon an amendment to the Articles to authorize changing UAC's fiscal year end to June 30.
|
Issuer
|
|
For
|
For
|
4. To consider and vote upon an amendment to the Articles to authorize removing certain provisions relating to UAC's status as a blank-check company that will no longer apply upon consummation of the business
combination.
|
Issuer
|
|
For
|
For
|
5. To consider and vote upon an amendment to the Articles to authorize removing the classified board structure of the UAC Board.
|
Issuer
|
|
For
|
For
|
6. The Director Election Proposal-To consider and vote upon a proposal to appoint seven directors to serve on the board of directors of BIOX until their respective successors are duly elected and qualified
pursuant to the terms of the Articles.
|
Issuer
|
|
For
|
For
|
7. The NYSE Proposal-To consider and vote upon a proposal to approve, assuming the Business Combination and Rizobacter Call Option Agreement Proposal and the Articles Amendment Proposals are approved and
adopted, for purposes of complying with applicable provisions of Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance of more than 20% of UAC's issued and outstanding ordinary shares to the Seller in
connection with the business combination and the related change of control.
|
Issuer
|
|
For
|
For
|
8. The Adjournment Proposal-To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
KBL Merger Corp. IV
|
3/5/2019
|
48242A104
|
KBLM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. Extension of Corporate Life: Amend the Company's amended and restated certificate of incorporation to extend the date that the Company has to consummate a business combination from March 7, 2019 to June 7,
2019 (or September 9, 2019 if the Company has executed a definitive agreement for a business combination by June 7, 2019) or such earlier date as determined by the Board.
|
Issuer
|
|
For
|
For
|
2. Adjournment: Adjourn the Special Meeting of stockholders 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.
|
|
|
For
|
None
|
3. You may exercise your redemption rights by marking the "For" box. 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 YOUR STOCK CERTIFICATES REPRESENTING SUCH REDEEMED PUBLIC SHARES TO THE COMPANY'S DULY APPOINTED AGENT PRIOR TO THE
VOTE AT SUCH MEETING.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
Haymaker Acquistion Corp.
|
3/6/2019
|
420870107
|
HYAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
NO VOTE, shares sold 2/26/19
|
For
|
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
MS Asia-Pacific Fund, Inc.
|
3/8/2019
|
61744U106
|
APF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror vote
|
For
|
1. To approve the actions and transactions described in that certain Agreement and Plan of Reorganization, dated December 5, 2018, between Morgan Stanley Asia-Pacific Fund, Inc., (the "Acquired Fund"), and
Morgan Stanley Institutional Fund, Inc., on behalf of the Emerging Markets Portfolio (the "Acquiring Fund"), pursuant to which substantially all of the assets and liabilities of the Acquired Fund will be transferred to the Acquiring Fund
in exchange for Class I shares of common stock of the Acquiring Fund and pursuant to which the Acquired Fund will be dissolved (the "Reorganization"). As a result of this transaction, stockholders of the Acquired Fund will become
stockholders of the Acquiring Fund receiving Class I shares of common stock of the Acquiring Fund with a value equal to the aggregate net asset value of their shares of common stock of the Acquired Fund held immediately prior to the
Reorganization.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DUFF & PHELPS UTILITY & CORP BD
|
3/11/2019
|
26432K108
|
DUC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Robert J. Genetski
|
|
|
|
|
Philip R. McLoughlin
|
|
|
|
|
Nathan I. Partain
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
DTF TAX-FREE INCOME FUND
|
3/11/2019
|
23334J107
|
DTF
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Philip R. McLoughlin
|
|
|
|
|
Nathan I. Partain
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
THE CHINA FUND, INC.
|
3/13/2019
|
169373107
|
CHN
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
MIRROR VOTE
|
For
|
1. Class II Director 1a. Richard A. Silver
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
CONSTELLATION ALPHA CAPITAL
|
3/21/2019
|
g2379f108
|
CNAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. The Extension Amendment: Amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination (the "Extension") for an additional six
months, from March 23, 2019 to September 23, 2019, and permit holders of public shares to redeem their shares for their pro rata portion of the trust account.
|
Issuer
|
|
For
|
For
|
2. DIRECTOR
|
Issuer
|
|
|
|
Dr. John Alexander
|
|
|
Kewal Handa
|
|||
|
For
|
For
|
3. Ratification of Selection of Independent Registered Public Accounting Firm: To ratify the selection by the Company's Audit Committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the
fiscal year ending March 31, 2019
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
BISON CAPITAL ACQUISTION CORP
|
3/21/2019
|
G1142P104
|
BCAC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To amend the Company's memorandum and 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.
|
Issuer
|
|
For
|
For
|
2. Trust Amendment: To amend and restate the 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.
|
Issuer
|
|
For
|
None
|
2a. Intention to Exercise Redemption Rights: If 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."
|
Issuer
|
|
For
|
None
|
2b. Shareholder Certification: I hereby certify 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.
|
Issuer
|
|
For
|
For
|
3. Shareholder Certification: I hereby certify 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.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
NUVEEN CONN QLTY MUNI INC FD
|
4/10/2019
|
67060D107
|
NTC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror vote
|
For
|
1a. DIRECTOR
|
Issuer
|
|
|
|
Judith M. Stockdale
|
|
|
Carole E. Stone
|
|||
|
|
|
Margaret L. Wolff
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
NUVEEN CR STRAT INCOME FD
|
4/10/2019
|
67073D102
|
JQC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror vote
|
For
|
1a. DIRECTOR
|
Issuer
|
|
|
|
Judith M. Stockdale
|
|
|
Carole E. Stone
|
|||
|
|
|
Margaret L. Wolff
|
|
|
|
|
William C. Hunter
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
TRI-CONTINENTAL CORP.
|
4/16/2019
|
895436103
|
TY
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror vote
|
For
|
1. DIRECTOR
|
Issuer
|
|
Anthony M. Santomero
|
|||
|
|
|
Minor M. Shaw
|
|
|
|
|
William F. Truscott
|
|
|
Mirror vote
|
For
|
2. To ratify the selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
THE TAIWAN FUND, INC.
|
4/24/2019
|
874036106
|
TWN
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Withhold All
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
William C. Kirby
|
|
|
|
|
Anthony S. Clark
|
|
|
|
|
Thomas G. Kamp
|
|
|
|
|
Warren J. Olsen
|
|
|
|
|
Shelley E. Rigger
|
|
|
Against
|
For
|
2. To approve a proposed Investment Advisory Agreement between the Fund and Allianz Global Investors U.S. LLC.
|
Issuer
|
|
For
|
For
|
3. If properly presented at the Meeting, to consider a stockholder proposal to terminate the current investment advisory and management agreement between the Fund and JF International Management Inc. or, in the
alternative, have the Board submit a plan to liquidate or open-end the Fund within one year.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
CM SEVEN ACQUISTION
|
4/24/2019
|
G2345N102
|
CMSS
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To approve the Share Exchange Agreement, 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.
|
Issuer
|
|
For
|
For
|
2. To approve increase in the number of 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."
|
Issuer
|
|
For
|
For
|
3. To approve as a special resolution the 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."
|
Issuer
|
|
For
|
For
|
4. To approve the issuance of more than 20% of 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."
|
Issuer
|
|
For
|
For
|
5. To approve the 2018 CM Seven Star Equity Incentive Plan. This proposal is referred to as the "Equity Incentive Plan Proposal."
|
Issuer
|
|
For
|
For
|
6. DIRECTOR
|
Issuer
|
|
|
|
Anthony Ho
|
|
|
|
|
Sing Wang
|
|
|
|
|
Stephen N. Cannon
|
|
|
|
|
Jiong Shao
|
|
|
|
|
Michele Smith
|
|
|
For
|
For
|
7. To approve the adjournment of the annual 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."
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
General American Investors
|
4/24/2019
|
368802104
|
GAM
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Mr. Berens
|
|
|
|
|
Mr. Cullman
|
|
|
|
|
Mr. Davidson
|
|
|
|
|
Ms. Del Villar
|
|
|
|
|
Mr. Gordan
|
|
|
|
|
Ms. Gotbaum
|
|
|
|
|
Mr. Knafel
|
|
|
|
|
Ms. Lynch
|
|
|
|
|
Mr. Priest
|
|
|
|
|
Mr. Schirmer
|
|
|
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, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
ALLIANCE CALIFORNIA MUNI INC FD
|
4/26/2019
|
018546101
|
AKP
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1. To approve the liquidation and dissolution of the fund
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
PENSARE ACQUISTION CORP.
|
4/26/2019
|
70957e105
|
WRLS
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
The Charter Amendment: To amend Pensare's 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.
|
Issuer
|
|
For
|
For
|
Adjournment of the Meeting: To direct the 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.
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
Great Elm Capital
|
5/8/2019
|
390320109
|
GECC
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
For
|
For
|
1.Director - Peter A. Reed
|
Issuer
|
|
For
|
For
|
2. To Ratify the appointment of Deloitte & Touche LLP as the Company's registered independent public accounting firm for the year ending December 2019
|
Issuer
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
SOURCE CAPITAL, INC
|
5/13/2019
|
836144105
|
SOR
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
DIRECTOR
|
Issuer
|
|
|
|
Atwood
|
|
|
|
|
Brown
|
|
|
|
|
Lipson
|
|
|
|
|
Osborne
|
|
|
|
|
Pisano
|
|
|
|
|
Purcell
|
|
|
Name of Fund:
|
Special Opportunities Fund, Inc. (SPE)
|
|
|
|
Period:
|
July 1, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
|
|
EQUUS TOTAL RETURN, INC
|
5/17/2019
|
294766100
|
EQS
|
|
Vote
|
Management Recommended Vote
|
Proposal
|
Propose by issuer or shareholder
|
|
Mirror Vote
|
For
|
1. DIRECTOR
|
Issuer
|
|
|
|
Fraser Atkinson
|
|
|
|
|
Kenneth I. Denos
|
|
|
|
|
Henry W. Hankinson
|
|
|
|
|
John A. Hardy
|
|
|
|
|
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, 2019.
|
Issuer
|
|
Mirror Vote
|
For
|
3. To approve, in a non-binding vote, the compensation paid to the Company's executive officers in 2018, 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, 2018 - June 30,2019
|
|
|
|
Company Name
|
Meeting Date
|
CUSIP
|
Ticker
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BIG ROCK PARTNERS ACQ.
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5/21/2019
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089482103
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BRPA
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. Extension of Corporate Life: Amend the 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.
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Issuer
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For
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For
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2. Early Termination: Approve the Company's early winding up and redemption of 100% of the outstanding public shares if determined by the Company's board of directors.
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Issuer
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For
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For
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3. DIRECTOR
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Issuer
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Lori B. Wittman
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Michael Fong
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Stuart Koenig
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Dividend and Income Fund
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6/9/2019
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25538A204
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DNI
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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Against
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For
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DIRECTOR
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Issuer
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Peter K. Werner
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Thomas B. Winmill
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For
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Against
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2. If properly presented at the meeting, the following shareholder proposal:
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Issuer
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RESOLVED: All investment advisory and management agreements between Dividend and Income Fund and Bexil Advisers LLC shall be terminated by the Fund, pursuant to the right
of stockholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940 and as required to be included in such agreements, at the earliest date the Fund is legally permitted to do so; provided, however, that if the Board
proposes, and shareholders approve, at this meeting, a plan to liquidate or open-end the Fund within one year, then the investment advisory and management agreements between Dividend and Income Fund and Bexil Advisers LLC shall remain in
effect as long as necessary to implement these actions.
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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HILL INTERNATIONAL
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6/11/2019
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431466101
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HIL
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. DIRECTOR
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Issuer
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David Sgro
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Sue Steele
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Grant G. McCullagh
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Paul J. Evans
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For
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For
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Advisory vote to approve the Company's named executive officer compensation
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Trinity Place Holdings
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6/13/2019
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89656D101
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TPHS
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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Withhold All
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For
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1. DIRECTOR
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Issuer
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Alan Cohen
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Matthew Messinger
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Keith Pattiz
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For
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For
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2. To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.
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Issuer
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Against
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For
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3. To approve an amendment and restatement of the Trinity Place Holdings Inc. 2015 Stock Incentive Plan, including an increase to the number of shares of common stock available for awards under the plan by
1,000,000 shares.
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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FS KKR Capital
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6/14/2019
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302635107
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FSK
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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Mirror Vote
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For
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1. DIRECTOR
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Issuer
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Barbara Adams
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Frederick Arnold
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Michael C. Forman
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Jerel A. Hopkins
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Mirror Vote
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For
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2. To approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which would permit the Company to increase the
maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150%.
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Issuer
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Mirror Vote
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For
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3. To approve the proposal to allow the Company in future offerings to sell its shares below net asset value per share in order to provide flexibility for future sales.
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Mtech Acquistion Corp
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6/17/2019
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55378W107
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MTEC
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. The Business Combination Proposal - to 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").
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Issuer
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For
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For
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2A. The Charter Amendments Proposal - to 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.
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Issuer
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For
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For
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2B. The Charter Amendments Proposal - to approve and adopt the Amended and Restated Certificate of Incorporation of MTech Holdings: having 5,000,000 authorized shares of preferred stock.
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Issuer
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For
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For
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2C. The Charter Amendments Proposal - to 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.
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Issuer
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For
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For
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2D. The Charter Amendments Proposal - to 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.
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Issuer
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For
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For
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2E. The Charter Amendments Proposal - to approve and adopt the Amended and Restated Certificate of Incorporation of MTech Holdings: prohibiting stockholder actions by written consent.
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Issuer
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For
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For
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2F. The Charter Amendments Proposal - to approve and adopt the Amended and Restated Certificate of Incorporation of MTech Holdings: prohibiting stockholder actions by written consent.
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Issuer
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For
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For
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3. The Incentive Plan Proposal - to approve 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.
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Issuer
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For
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For
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4. The Adjournment Proposal - to approve the 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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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Aberdeen Japan Equity Fund
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6/19/2019
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00306j109
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JEQ
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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Mirror
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For
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1.1 Election of Class II Director: Rahn Porter
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Brookfield Property Reit Inc
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6/19/2019
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11282X103
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BPR
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. DIRECTOR
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Issuer
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Caroline M. Atkinson
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Jeffrey M. Blidner
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Soon Young Chang
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Richard B. Clark
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Omar Carneiro da Cunha
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Scott R. Cutler
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Stephen DeNardo
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Louis J. Maroun
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Lars Rodert
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For
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For
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2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.
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Issuer
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For
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For
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3. To amend and restate our Charter to authorize a new class of capital stock known as Class B-2 Stock, par value $0.01 per share.
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Issuer
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For
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For
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4. To amend and restate our Charter to reduce the rate of dividends payable on (i) the shares of the Company's Class B-1 Stock, par value $0.01 per share, from 10.0% per year of the liquidation amount per share
(the "Class B Liquidation Amount") to 6.5% per year of the Class B Liquidation Amount effective as of June 26, 2019 and (ii) the shares of Company's Series B Preferred Stock, par value $0.01 per share, from 10.0% per year of the Class B
Liquidation Amount to 8.65% per year of the Class B Liquidation Amount effective as of June 26, 2019.
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Issuer
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For
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For
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5. To amend and restate our Charter to clarify certain conversion mechanics relating to the Company's Class A Stock, par value $0.01 per share, acquired by Brookfield Property Partners L.P. (BPY) or an affiliate
of BPY.
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Issuer
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For
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For
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6. To amend and restate our Charter to eliminate authorized common stock, par value $0.01 per share, and implement other ancillary amendments
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Issuer
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Against
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For
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7. To approve the Brookfield Property Group Restricted BPR Class A Stock Plan.
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Issuer
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Against
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For
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8. To approve the Brookfield Property L.P. FV LTIP Unit Plan
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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MVC CAPITAL, INC.
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6/24/2019
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553829102
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MVC
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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MIRROR VOTE
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For
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1. Directors
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Issuer
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Emilio Dominianni
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Phillip Goldstein
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Gerald Hellerman
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Warren Holtsberg
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Douglas Kass
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Robert Knapp
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Scott Krase
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William Taylor
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Michael Tokarz
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MIRROR VOTE
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For
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2. To ratify the selection of Grant Thornton LLP as the Fund's independent registered public accounting firm for fiscal year 2019.
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Issuer
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Name of Fund:
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Special Opportunities Fund, Inc. (SPE)
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Period:
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July 1, 2018 - June 30,2019
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Company Name
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Meeting Date
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CUSIP
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Ticker
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Black Ridge Acquistion Corp.
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6/28/2019
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09216T107
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BRAC
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of December 19, 2018, and to approve the transactions contemplated thereby.
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Issuer
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For
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For
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2a.To approve amendments to the amended and restated certificate of incorporation of BRAC, effective following the business combination, to: change the name of BRAC from "Black Ridge Acquisition Corp." to "Allied Esports Entertainment,
Inc."
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Issuer
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For
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For
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2b. To approve amendments to the amended and restated certificate of incorporation of BRAC, effective following the business combination, to: increase the number of authorized shares of BRAC Common Stock
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Issuer
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For
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For
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2c. To approve amendments to the amended and restated certificate of incorporation of BRAC, effective following the business combination, to: remove provisions that will no longer be applicable to BRAC after the business combination.
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Issuer
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For
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For
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3a. To Elect the following Class A Director to serve until 2020 annual meeting: Ken DeCubellis
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Issuer
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For
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For
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3b. To Elect the following Class A Director to serve until 2020 annual meeting: Lyle Berman
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Issuer
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For
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For
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3c. To Elect the following Class A Director to serve until 2020 annual meeting: Benjamin Oehler
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Issuer
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For
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For
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3d. To Elect the following Class B Director to serve until 2021 annual meeting: Dr. Kan Hee Anthony Tyen
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Issuer
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For
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For
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3e. To Elect the following Class B Director to serve until 2021 annual meeting: Ho min Kim
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Issuer
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For
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For
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3f. To Elect the following Class B Director to serve until 2021 annual meeting: Bradley Berman
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Issuer
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For
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For
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3g. To Elect the following Class B Director to serve until 2021 annual meeting: Joseph Lahti
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Issuer
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For
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For
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3h. To Elect the following Class C Director to serve until 2022 annual meeting: Frank Ng
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Issuer
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For
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For
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3l.To Elect the following Class C Director to serve until 2022 annual meeting: Eric Yang
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Issuer
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For
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For
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3j. To Elect the following Class C Director to serve until 2022 annual meeting: Adam Pliska
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Issuer
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For
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For
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3k. To Elect the following Class C Director to serve until 2022 annual meeting: Maya Rogers
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Issuer
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For
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For
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4. To approve an equity incentive plan to be effective upon consummation of the business combination
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Issuer
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For
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For
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5. To adjourn the annual meeting to a later date or dates if determined by the officer presiding over the meeting.
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Issuer
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