Form N-PX SPECIAL OPPORTUNITIES For: Jun 30

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Suro Capital

7/7/2021

86887Q109

SSSS

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Leonard A. Potter

 

Mirror Vote

For

2. To provide an advisory non-binding vote to approve executive compensation

Issuer

Mirror Vote

For

3. The ratification of the selection of Marcum LLP as the independent registered public accounting firm for SuRo Capital Corp. for the fiscal year ending December 31, 2021.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Tortoise PWR & Energy Infrastr

7/14/2021

89147X104

TPZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhold

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Rand C. Berney

 

 

 

Election of Director: Jennifer Paquette

 

 

 

2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2021.

 

Abstain

For

 

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Tortoise Energy Independence Fund

7/14/2021

89148K200

NDP

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhold

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Rand C. Berney

 

 

 

Election of Director: Jennifer Paquette

 

 

 

2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2021.

 

Abstain

For

 

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Empower LTD

7/14/2021

G3R39W102

EMPW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Business Combination Proposal - Proposal to adopt the Merger Agreement, dated as of March 11, 2021 (as it may be amended from time to time, the "Merger Agreement") by and among Empower, Empower Merger Sub I, Inc., a Delaware corporation and subsidiary of Empower ("Merger Sub I"), Empower Merger Sub II, LLC, a Delaware limited liability company and subsidiary of Empower ("Merger Sub II") and Holley Intermediate Holdings, Inc., a Delaware corporation "Holley"),...(due to space limits,

Issuer

For

For

2. Redomestication Proposal - Proposal to approve by special resolution the change of the Company's jurisdiction of incorporation by continuing and deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Mergers, the "Business Combination"). The Redomestication Proposal is conditioned on the approval of each of the Business Combination ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3A. Authorized Shares - Proposal to amend the Cayman Constitutional Documents to authorize 555,000,000 shares, consisting of 550,000,000 shares of Domestication Common Stock and 5,000,000 shares of New Holley preferred stock.

Issuer

For

For

3B. Exclusive Forum Provision - Proposal to amend the Cayman Constitutional Documents to adopt Delaware as the exclusive forum.

Issuer

For

For

3C. Takeovers by Interested Stockholders - Proposal to amend the Cayman Constitutional Documents to allow New Holley to elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL.

Issuer

For

For

3D. Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents - Proposal to amend the Cayman Constitutional Documents to require the affirmative vote of at least (i) 66 2/3% to adopt, amend or repeal Article VI of the Proposed Bylaws (ii) 66.7%, to adopt, amend or repeal amend, alter, repeal or rescind Section 4.2 and Articles V, VII, VIII, X, XI and XII of the Proposed Charter and (iii) 80% to adopt, amend or repeal Article IX of the Proposed Charter.

Issuer

For

For

3E. Removal of Directors - Proposal to amend the Cayman Constitutional Documents to permit the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors.

Issuer

For

For

3F. Action by Written Consent of Stockholders - Proposal to amend the Cayman Constitutional Documents to require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Issuer

For

For

3G. Corporate Opportunities - Proposal to amend the Cayman Constitutional Documents to explicitly waive any expectation of corporate opportunities with respect to New Holley's non- employee directors.

Issuer

For

For

3H. Other Changes In Connection With Adoption of the Proposed Organizational Documents - Proposal to amend the Cayman Constitutional Documents to authorize (1) changing the corporate name from "Empower Ltd." to "Holley Inc.", (2) making New Holley's corporate existence perpetual, and (3) removing certain provisions related to Empower's status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

Issuer

For

For

4. Binding Charter Proposals - Proposal to adopt by special resolution the Proposed Charter in the form attached to the Proxy Statement as Annex C. The Binding Charter Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal is not approved, the Binding Charter Proposal will have no effect.

Issuer

For

For

5. Director Election Proposal - Proposal to elect seven (7) directors who upon consummation of the Business Combination will be directors of New Holley. The Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal is not approved, the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

6. The NYSE Proposal - Proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of Empower Class A Shares and Empower Class B Shares pursuant to the Business Combination. The NYSE Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

7. Incentive Plan Proposal - Proposal to approve the Holley Inc. 2021 Stock Incentive Plan (the "Incentive Plan"), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the Incentive Plan. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

8. Adjournment Proposal - Proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Director Election Proposal and the NYSE Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Blue Water Acquisiton

8/12/2021

09607T104

BLUW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To approve and adopt the Agreement and Plan of Merger, dated as of April 27, 2021 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Blue Water, Blue Water Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Blue Water ("Merger Sub") and Clarus Therapeutics, Inc., a Delaware corporation ("Clarus"), and approve the transactions contemplated thereby, including the merger of Merger Sub with ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. To approve and adopt a second amendment and restatement of Blue Water's certificate of incorporation ("Blue Water Charter"): provide that the name of Blue Water shall be changed to "Clarus Therapeutics Holdings, Inc."

Issuer

For

For

3. To approve and adopt a second amendment and restatement of Blue Water's certificate of incorporation ("Blue Water Charter"): provide for the structure of the board of directors of Blue Water (the "Board") immediately after the consummation of the Business Combination (the "Closing"), split into three classes of as even size as practicable, Class I, II, and III, each to serve a term of three (3) years, except for the initial term, for which the Class I directors will be up for reelection at the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4. To approve and adopt a second amendment and restatement of Blue Water's certificate of incorporation ("Blue Water Charter"): remove and change certain provisions in the Blue Water Charter related to Blue Water's status as a special purpose acquisition company.

Issuer

For

For

5. To approve and adopt a second amendment and restatement of Blue Water's certificate of incorporation ("Blue Water Charter"): conditioned upon the approval of Proposals 2 through 4, to approve the proposed Amended Charter in the form appended to the accompanying proxy statement/prospectus as Annex B, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing Blue Water Charter with the proposed Amended Charter as of the ... (due to space limits, see proxy statement for full proposal).

Issuer

 

 

6. Vote Board of Directors:

 

 

 

Election of Director: John Amory

 

 

 

Election of Director: Alex Zisson

 

 

 

Election of Director: Elizabeth Cermak

 

 

 

Election of Director: Mark Prygocki

 

 

 

Election of Director: Robert Dudley

 

 

 

Election of Director: Kimberly Murphy

 

For

For

Election of Director: Joseph Hernandez

Issuer

For

For

7. The Incentive Plan Proposal - To consider and vote upon a proposal to adopt the Clarus Therapeutics Holdings, Inc. 2021 Stock Option and Incentive Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex C.

Issuer

For

For

8. The ESPP Proposal - To consider and vote upon a proposal to adopt the Clarus Therapeutics Holdings, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex D.

Issuer

For

For

9. The Adjournment Proposal - To consider and vote upon a proposal to adjourn this 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 Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, or the ESPP Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Delaware Enhanced Gbl Div & Inc FD

8/19/2021

246060107

DEX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Jerome D. Abernathy

 

 

 

Election of Director: Thomas L. Bennett

 

 

 

Election of Director: Ann D. Borowiec

 

 

 

Election of Director: Joseph W. Chow

 

 

 

Election of Director: H. Jeffrey Dobbs

 

 

 

Election of Director: John A. Fry

 

 

 

Election of Director: Joseph Harroz, Jr.

 

 

 

Election of Director: Sandra A.J. Lawrence

 

 

 

Election of Director: Shawn K. Lytle

 

 

 

Election of Director: F. A. Sevilla-Sacasa

 

 

 

Election of Director: Thomas K. Whitford

 

 

 

Election of Director: Christianna Wood

 

 

 

Election of Director: Janet L. Yeomans

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Nuveen Diversified Div & Income FD

8/19/2021

6706EP105

JDD

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve an Agreement and Plan of Reorganization pursuant to which Nuveen Diversified Dividend and Income Fund (the "Target Fund") would: (i) transfer substantially all of its assets to Nuveen Multi-Asset Income Fund ("Acquiring Fund"); (ii) distribute such newly issued common shares of the Acquiring Fund to the common shareholders of the Target Fund; and (iii) liquidate, dissolve and terminate in accordance with applicable law.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Monmouth Real Estate Investment Corp.

8/24/2021

609720107

MNR

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To approve the merger (the "Merger") of Monmouth Real Estate Investment Corporation ("MNR") with and into EQC Maple Industrial LLC (f/k/a RS18 LLC) ("Merger Sub"), a subsidiary of Equity Commonwealth ("EQC"), pursuant to the Agreement and Plan of Merger, dated as of May 4, 2021, as it may be amended from time to time (the "Merger Agreement"), by and among MNR, EQC and Merger Sub, and the other transactions contemplated by the Merger Agreement.

Issuer

For

For

2. To approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to MNR's five executive officers in connection with the Merger Agreement and the transactions contemplated thereby.

Issuer

For

For

3. To authorize the board of directors of MNR, to approve one or more adjournments of the MNR special meeting to another date, time, place, or format, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Vertical Cap Income Fd

8/27/2021

92535C104

VCIF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhhold

For

1. To re-elect T. Neil Bathon as a Trustee of the Fund.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

The Swiss Helvetta Fund, Inc.

9/9/2021

870875101

SWZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Andrew Dakos

 

 

 

Election of Director: Richard Dayan

 

 

 

Election of Director: Phillip F. Goldstein

 

 

 

Election of Director: Gerald Hellerman

 

 

 

Election of Director: Moritz A. Sell

 

Mirror vote

For

2. To ratify the selection by the Fund's Board of Directors of Tait, Weller & Baker, LLP as the Fund's independent registered public accounting firm for the year ending December 31, 2021.

Issuer

Mirror vote

Abstain

3. To consider a non-binding proposal by the Fund's Board of Directors to ratify approval by stockholders in 2006 to permit the Fund to leverage up to 10% of the Fund's total assets (including the amount borrowed).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Atlas Crest Investment Corp

9/14/2021

049284102

ACIC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To consider and vote upon a proposal to adopt and approve the Business Combination Agreement, dated as of February 10, 2021 (as amended and restated on July 29, 2021 and as it may be further amended and/ or restated from time to time, the "Business Combination Agreement"), by and among Atlas, Archer Aviation Inc., a Delaware corporation ("Archer") and Artemis Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. The Charter Proposal - To consider and vote upon a proposal to approve the proposed amended and restated certificate of incorporation of New Archer in the form attached to the accompanying proxy statement as Annex B ("New Archer Charter") (Proposal No. 2, referred to as the "Charter Proposal").

Issuer

For

For

3A. Governance Proposal A - To increase the total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 1,310,000,000, consisting of (A) 1,300,000,000 shares of common ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3B. Governance Proposal B - To provide that holders of New Archer Class A Shares (as defined below) will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of New Archer Class B Shares (as defined below) will be entitled to ten votes per share on all matters to be voted upon by the stockholders.

Issuer

For

For

3C. Governance Proposal C - To provide that any amendment to New Archer's amended and restated bylaws will require the approval of either New Archer's board of directors or the holders of at least 66 2/3% of the voting power of New Archer's then- outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Issuer

For

For

3D. Governance Proposal D - To provide that any amendment to certain provisions of the New Archer Charter will require the approval of the holders of at least 66 2/3% of the voting power of New Archer's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Issuer

For

For

4. The NYSE Proposal - To consider and vote upon a proposal to adopt and approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"): (i) (A) the issuance of 2,244,780 shares of Class A common stock, par value $0.0001 per share, of New Archer ("New Archer Class A Shares") and securities convertible into or exchangeable for New Archer Class A Shares in connection with the Business Combination, and (B) the issuance of up to 215,995,224 shares of ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

5. The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Equity Incentive Plan in the form of Annex F attached to the accompanying proxy statement) (Proposal No. 5, referred to as the "Equity Incentive Plan Proposal").

Issuer

For

For

6. The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal to approve and adopt the Employee Stock Purchase Plan in the form of Annex G attached to the accompanying proxy statement (Proposal No. 6, referred to as the "Employee Stock Purchase Plan Proposal").

Issuer

For

For

7. The Adjournment Proposal - To consider and vote upon a 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 Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Soaring Eagle Acquistion Corp.

9/14/2021

G8354H126

SRNG

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - to consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, the agreement and plan of merger, dated as of May 11, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among SRNG, SEAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SRNG ("Merger Sub"), and Ginkgo Bioworks, Inc. a Delaware corporation ("Ginkgo"), pursuant to which, among other ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. The Domestication Proposal - to consider and vote upon a proposal to approve, by way of special resolution in accordance with Article 49 of SRNG's amended and restated articles of association, assuming the Business Combination Proposal is approved and adopted, the transfer of SRNG by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, ...(due to space limits, see

Issuer

For

For

3. The Governing Documents Proposal - to consider and vote upon a proposal to approve and adopt, by way of special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed certificate of incorporation of SRNG (the "Proposed Charter"), and the proposed bylaws of SRNG (the "Proposed Bylaws"), which together will replace SRNG's amended and restated memorandum and articles of association, dated October 22, 2020 (the "Current Charter"), ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4A. Advisory Governing Documents Proposal A - Under the Proposed Charter, New Ginkgo will be authorized to issue 16,000,000,000 shares of capital stock, consisting of (i) 15,800,000,000 shares of common stock, including 10,500,000,000 shares of New Ginkgo Class A common stock, par value $0.0001 per share ("New Ginkgo Class A common stock"), 4,500,000,000 shares of New Ginkgo Class B common stock, par value $0.0001 per share ("New Ginkgo Class B common stock"), and 800,000,000 shares of New Ginkgo Class C ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4B. Advisory Governing Documents Proposal B - Holders of shares of New Ginkgo Class A common stock will be entitled to cast one vote per share of New Ginkgo Class A common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote, holders of shares of New Ginkgo Class B common stock will be entitled to cast 10 votes per share of New Ginkgo Class B common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote and holders of shares of New ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4C. Advisory Governing Documents Proposal C - The number of directors constituting the New Ginkgo board of directors (the "New Ginkgo Board") shall be fixed from time to time solely by resolution of the New Ginkgo Board and the holders of shares of New Ginkgo Class B common stock shall be entitled to nominate and elect one-quarter of the total number of directors of New Ginkgo (the "Class B Directors") for so long as the outstanding number of shares of Class B common stock continue to represent ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4D. Advisory Governing Documents Proposal D - (i) The number of authorized shares of New Ginkgo Class A common stock, New Ginkgo Class B common stock and New Ginkgo Class C common stock may be increased by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New Ginkgo entitled to vote thereon, irrespective of the provisions of Section 242(b) (2) of the DGCL (or any successor provision thereto), (ii) the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4E. Advisory Governing Documents Proposal E - Authorization of all other changes in the Proposed Charter and the Proposed Bylaws, including (1) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for certain other stockholder litigation, in each case unless New Ginkgo expressly consents in writing to the selection of an alternative forum, (2) electing not to be governed by Section 203 of the DGCL and ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

4F. Advisory Governing Documents Proposal F - Authorization of an amendment to the Proposed Charter in order to change the corporate name of "Soaring Eagle Acquisition Corp." to "Ginkgo Bioworks Holdings, Inc." in connection with the consummation of the Business Combination.

Issuer

For

For

5. The Director Election Proposal - For holders of SRNG Class B ordinary shares, to consider and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Governing Documents Proposal are approved and adopted, to elect seven directors to serve on the New Ginkgo Board; provided that as long as the outstanding number of shares of New Ginkgo Class B common stock continue to represent at least 2% of the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

6. The Stock Issuance Proposal - to consider and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal and the Director Election Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Ginkgo Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of New SRNG Class A common stock ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

7. The Incentive Plan Proposal - to consider and vote upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal and the Stock Issuance Proposal are approved and adopted, the Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan (we refer to such proposal as the "Incentive Plan Proposal").

Issuer

For

For

8. The ESPP Proposal - to consider and vote upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (the "ESPP Proposal").

Issuer

For

For

9. The Adjournment Proposal - to consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of 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, any of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan ...(due to space limits, see proxy statement for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Cerberus Telecom Acquistion

9/16/2021

G2040C104

CTAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To consider and vote upon a proposal to approve the business combination described in the proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated as of March 12, 2021 (the "Merger Agreement"), by and among Cerberus Telecom Acquisition Corporation ("CTAC"), King Pubco, Inc. ("Pubco"), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the "Sponsor"), a Delaware limited ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. The Cayman Merger Proposal - To consider and vote upon, as a special resolution, a proposal to approve the Pubco Plan of Merger attached to the proxy statement/prospectus as Annex 1 and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco.

Issuer

For

For

3A. Advisory Organizational Document Proposal A - To provide that Pubco's board of directors will be a classified board of directors with staggered, three-year terms.

Issuer

For

For

3B. Advisory Organizational Document Proposal B - To eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent.

Issuer

For

For

3C. Advisory Organizational Document Proposal B - To eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent.

Issuer

For

For

3D. Advisory Organizational Document Proposal D - To provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.

Issuer

For

For

4. The Incentive Plan Proposal - To consider and vote on a proposal to approve the Pubco 2021 Incentive Award Plan.

Issuer

For

For

5. NYSE Proposal - To consider and vote upon a proposal in accordance with the applicable provisions of Section 312.03 of the New York Stock Exchange Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below).

Issuer

For

For

6. The Adjournment Proposal - To consider and vote upon a proposal to adjourn the special 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, the approval of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

RMR Mortgage Trust

9/17/2021

76970B101

RMRM

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Approval of the issuance of common shares of beneficial interest of RMR Mortgage Trust, in the merger of Tremont Mortgage Trust, a Maryland real estate investment trust, with and into RMR Mortgage Trust, with RMR Mortgage Trust as the surviving entity, pursuant to the Agreement and Plan of Merger, dated as of April 26, 2021, as it may be amended from time to time, by and between RMR Mortgage Trust and Tremont Mortgage Trust.

Issuer

 

 

 

 

For

For

2. Approval of the adjournment of the special meeting of shareholders of RMR Mortgage Trust from time to time, if RMR Mortgage Trust deems it necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve such share issuance.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Amplitude Healthcare Acquisition

9/22/2021

03212A105

AMHC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - to consider and vote upon a proposal to (a) adopt and approve the Business Combination Agreement, dated as of May 5, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among AMHC, Ample Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMHC ("Merger Sub"), and Jasper Therapeutics, Inc., a Delaware corporation ("Jasper"), pursuant to which ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Charter Amendment Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, a proposed amended and restated certificate of incorporation (the "Proposed Charter"), which will amend and restate AMHC's current amended and restated certificate of incorporation (the "Current Charter"), and which Proposed Charter will be in effect when duly filed with the Secretary of State of the State of Delaware in connection with the closing of the Business Combination.

Issuer

For

For

3. The Bylaws Amendment Proposal - consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated bylaws (the "Proposed Bylaws"), which will amend and restate AMHC's current bylaws.

Issuer

For

For

4A. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal A - to change the corporate name of New Jasper to "Jasper Therapeutics, Inc."

Issuer

For

For

4BThe Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal B - to increase AMHC's capitalization so that it will have 490,000,000 authorized shares of voting common stock, 2,000,000 authorized shares of non-voting common stock and 10,000,000 authorized shares of preferred stock.

Issuer

For

For

4C. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal C - to provide that the removal of any director be only for cause and by the affirmative vote of at least 66 2/3% of New Jasper's then- outstanding shares of capital stock entitled to vote generally in the election of directors (provided that as of the three-year ...

Issuer

For

For

4D. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal D - to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2/3% of New Jasper's then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4E. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal E - to provide that amendments to the Proposed Bylaws will require the approval of at least 66 2/3% of New Jasper's then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single-class (provided that as ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4F. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal F - to make New Jasper's corporate existence perpetual as opposed to AMHC's corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering, and to remove from the Proposed Charter the various ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4G. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal G - to remove the provision that allows certain stockholders to act by written consent as opposed to holding a stockholders meeting

Issuer

For

For

4H. The Advisory Charter Amendment Proposal - consider and vote upon a proposal to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter: Advisory Charter Proposal H - to remove the current limitation in place on the corporate opportunity doctrine.

Issuer

For

For

5. The Nasdaq Stock Issuance Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (a) the issuance of up to 27,500,000 newly issued shares of New Jasper Common Stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus and (b) the PIPE Investment.

Issuer

 

 

6. Vote Board of Directors:

 

 

Election of Director: Kurt von Emster

 

 

 

Election of Director: Anna French, D.Phil

 

 

 

Election of Director: Judith Shizuru, MD, PhD

 

 

 

Election of Director: William Lis

 

For

For

Election of Director: Christian W. Nolet

Issuer

For

For

7. The Equity Incentive Plan Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan, a copy of which is appended to the accompanying proxy statement/ prospectus as Annex D, which will become effective as of the date immediately preceding the date of the closing of the Business Combination.

Issuer

For

For

8. The ESPP Proposal - consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Jasper Therapeutics, Inc. 2021 Employee Stock Purchase Plan, a copy of which is appended to the accompanying proxy statement/prospectus as Annex E, which will become effective as of the date immediately preceding the date of the closing of the Business Combination.

Issuer

For

For

9. The Adjournment Proposal - approve a 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 Amendment Proposal, the Bylaws Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Saba Capital Income & Opp FD

9/24/2021

78518H103

BRW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Aditya Bindal

 

 

 

Election of Director: Karen Caldwell

 

 

 

Election of Director: Ketu Desai

 

 

 

Election of Director: Kieran Goodwin

 

 

 

Election of Director: Thomas Bumbolow

 

 

 

Election of Director: Andrew Kellerman

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Royce Value Trust, Inc.

9/28/2021

780910105

RVT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Election of Directors

Issuer

 

 

01 Cecile B. Hjarper

 

 

 

02 G. Peter O'Brien

 

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

MFS Investment Grade Municipal Tr

10/7/2021

59318B108

CXH

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

NO VOTE, Sold.

For

1. Election of Trustees

Issuer

 

 

01 John A. Caroselli

 

 

 

02 James W. Kilman, Jr.

 

 

 

03 Clarence It is, Jr.

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Miller/Howard High Income Equity Fund

10/15/2021

600379101

HIE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Charles I. Leone

 

 

 

Election of Director: Mayra Martinez-Sacco

 

 

 

Election of Director: Catherine M. Johnston

 

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Alkuri Global Acquistion Corp.

10/20/2021

66981N103

KURI

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination proposal - to consider and vote upon a proposal to approve and adopt the merger agreement, by and among Alkuri, Babylon Holdings Limited, Liberty USA Merger Sub, Inc., and, solely for purposes of Section 1.08 of the Merger Agreement, each of Alkuri Sponsors LLC and Dr. Ali Parsadoust, pursuant to which, among other things, Merger Sub will merger with and into Alkuri, with Alkuri continuing as the surviving corporation and a wholly owned subsidiary of Babylon (the "Business Combination").

Issuer

For

For

2. The Equity Plans Proposal - to consider and vote upon a proposal to approve the Babylon 2021 Equity Incentive Plan.

Issuer

For

For

3. The Adjournment Proposal - to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

DFP Healthcare Acquisition

10/20/2021

23343Q100

DFPH

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 28, 2021 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of DFP ("First Merger Sub"), Orion Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of DFP ("Second Merger Sub") and TOI Parent, ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. Stock Issuance Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable listing rules of Nasdaq (each, a "Nasdaq Listing Rule"), (i) the issuance of DFP Class A Common Stock, par value $0.0001 per share (the "DFP Class A Common Stock") pursuant to the Merger Agreement and up to 12,500,000 additional Earnout Shares (as defined herein), as described in more detail in the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3. The Charter Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Stock Issuance Proposal are approved and adopted, a proposed third amended and restated certificate of incorporation (the "Proposed Charter") of DFP, which will amend and restate the second amended and restated certificate of incorporation of DFP, dated March 10, 2020, (the "Current Charter"), which Proposed Charter will be in effect upon the closing of the Business Combination (the "Closing") (the "Charter Amendment Proposal").

Issuer

For

For

4A. Advisory Charter Proposal A - to change the number of shares of authorized capital stock to 510,000,000, consisting of 500,000,000 shares of New TOI Common Stock, par value $0.0001 per share ("New TOI Common Stock") and 10,000,000 shares of preferred stock, par value $0.0001 per share from 100,000,000 shares of DFP Class A Common Stock, 10,000,000 shares of DFP Class B common stock, par value $0.0001 per share (the "DFP Class B Common Stock") and 1,000,000 shares of preferred stock, par value $0.0001 per share ("Advisory Charter Proposal A").

Issuer

For

For

4B. Advisory Charter Proposal B - to make each member of New TOI's board of directors (the "New TOI Board") subject to election at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to DFP having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term ("Advisory Charter Proposal B").

Issuer

For

For

4C. Advisory Charter Proposal C - to change the stockholder vote required to amend certain provisions of the Proposed Charter ("Advisory Charter Proposal C").

Issuer

For

For

4D. Advisory Charter Proposal D - to change the stockholder vote required to amend the amended and restated bylaws to be adopted by DFP immediately prior to the Closing ("Advisory Charter Proposal D").

Issuer

For

For

4E. Advisory Charter Proposal E - to prohibit stockholders form acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent ("Advisory Charter Proposal E").

Issuer

For

For

4F. Advisory Charter Proposal F - to renounce any interest or expectancy that New TOI has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to its nonemployee directors (including any non-employee director who serves as one of New TOI's officers in both his or her director and officer capacities) ("Advisory Charter Proposal F").

Issuer

For

For

4G. Advisory Charter Proposal G - to amend the exclusive forum provision of the Current Charter to provide that, among other administrative or clarifying revisions, unless New TOI consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended) shall be the federal district courts of the United States of America ("Advisory Charter Proposal G").

Issuer

For

For

4H. Advisory Charter Proposal H - to provide for certain additional changes, including, among others, (i) changing the post-business combination company's corporate name from "DFP Healthcare Acquisitions Corp." to "The Oncology Institute, Inc." and making the company's corporate existence perpetual and (ii) removing certain provisions related to DFP's status as a blank check company that will no longer apply upon consummation of the Business Combination, all of which the DFP board of directors ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

5. The Incentive Plan Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, Stock Issuance Proposal and Charter Proposal are approved and adopted, The Oncology Institute, Inc. 2021 Incentive Award Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan (the "Incentive Plan Proposal").

Issuer

For

For

6. The ESPP Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Stock Issuance Proposal, the Charter Proposal and the Incentive Plan Proposal are approved and adopted, The Oncology Institute, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (the "ESPP Proposal").

Issuer

For

For

7. Vote Board of Directors:

Issuer

 

 

Election of Director: Richard Barasch

 

 

 

Election of Director: Brad Hively

 

 

 

Election of Director: Karen Johnson

 

 

 

Election of Director: Mohit Kaushal

 

 

 

Election of Director: Anne McGeorge

 

 

 

Election of Director: Maeve O'Meara

 

 

 

Election of Director: Ravi Sarin

 

For

For

8. The Adjournment Proposal - to consider and vote upon a 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 one or more proposals presented to stockholders for vote, or DFP determines that one or more of the closing conditions under the Business Combination is not satisfied or waived (the "Adjournment Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

FS KKR Capital Corp.

10/27/2021

302635206

FSK

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1. Election of Directors

Issuer

 

 

Election of Director: Todd C. Builione

 

 

 

Election of Director: Brian R. Ford

 

 

 

Election of Director: Richard I. Goldstein

 

 

 

Election of Director: Osagie Imasogie

 

Mirror vote

For

2. 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.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Spartacus Acquisition Corp.

10/27/2021

84677L109

TMTS

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To consider and vote upon a proposal to approve the business combination (the "Business Combination") and adopt the Agreement and Plan of Merger, dated as of June 9, 2021, as it may be amended (the "Merger Agreement"), by and among the Company, Spartacus Acquisition Shelf Corp. ("Shelf"), NextNav, LLC, NextNav Holdings, LLC ("Holdings"), NEA 14 NextNav Blocker, LLC, Oak NextNav Blocker, LLC, Columbia Progeny Partners IV, Inc., Global Long Short ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2A. The Business Combination Proposal - To consider and vote upon a proposal to approve the business combination (the "Business Combination") and adopt the Agreement and Plan of Merger, dated as of June 9, 2021, as it may be amended (the "Merger Agreement"), by and among the Company, Spartacus Acquisition Shelf Corp. ("Shelf"), NextNav, LLC, NextNav Holdings, LLC ("Holdings"), NEA 14 NextNav Blocker, LLC, Oak NextNav Blocker, LLC, Columbia Progeny Partners IV, Inc., Global Long Short ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2B. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To remove certain provisions related to the Company's status as a special purpose acquisition company.

Issuer

For

For

2C. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To remove certain provisions related to the Company's status as a special purpose acquisition company.

Issuer

For

For

2D. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To remove certain provisions related to the Company's status as a special purpose acquisition company.

Issuer

For

For

2E. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To eliminate explicit authority to create and issue rights, warrants and options with such terms as set by the board of directors.

Issuer

For

For

2F. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To eliminate explicit authority to create and issue rights, warrants and options with such terms as set by the board of directors.

Issuer

For

For

2G. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To eliminate from the certificate of incorporation the ability of the board to fill any newly created directorships and vacancies; however, a similar right has been added to Shelf's proposed bylaws.

Issuer

For

For

2H. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To provide that any and all directors of Shelf may be removed at any time with or without cause and only by the affirmative vote of holders of at least two-thirds (2/3) of the voting power of all then outstanding shares of capital stock.

Issuer

For

For

2I. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To require the vote of at least two-thirds (2/3) of the voting power of all then outstanding shares of capital stock or a majority of the board, to adopt, amend or repeal Shelf's bylaws.

Issuer

For

For

2J. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To provide that the business conducted at a special meeting of stockholders will be limited to matters properly brought before the meeting by or at the direction of the board.

Issuer

For

For

2K. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To indemnify and hold harmless a person who is or was made or threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was a ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2L. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To remove corporate opportunity provisions.

Issuer

For

For

2M. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To require the vote of at least two-thirds (2/3) of the voting power of all then outstanding shares of capital stock, to amend or repeal certain provisions of the certificate of incorporation or, if two-thirds (2/3) of the board has ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2N. To approve the following material differences, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Business Combination and the Company's current amended and restated certificate of incorporation: To include certain transfer restrictions, including prohibiting the transfer of (i) common stock, warrants or shares issuable upon the exercise or conversion of warrants issued by Shelf pursuant to the Merger Agreement (a) received by ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3. The Incentive Plan Proposal - To consider and vote upon a proposal to adopt the NextNav Inc. 2021 Omnibus Incentive Plan.

Issuer

For

For

4. The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal to adopt the NextNav Inc. 2021 Employee Stock Purchase Plan.

Issuer

For

For

Vote Board of Directors:

Issuer

 

 

Election of Director: Skyler Wichers

 

 

 

Election of Director: Alan B. Howe

 

 

 

Election of Director: Andrew Day

 

 

 

Election of Director: Gary Parsons

 

 

 

Election of Director: Ganesh Pattabiraman

 

 

 

Election of Director: Peter Barris

 

 

 

Election of Director: Bandel Carano

 

 

 

Election of Director: James B. Fleming

 

 

 

Election of Director: Peter D. Aquino

 

For

For

7. The Nasdaq Proposal - To approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of the Company in connection with a private placement in connection with and immediately prior to consummation of the Business Combination.

Issuer

For

For

8. The Nasdaq Proposal - To approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of the Company in connection with a private placement in connection with and immediately prior to consummation of the Business Combination.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Boulder Growth & Income FD, Inc.

11/12/2021

101507101

BIF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Election of Directors:

Issuer

 

 

01. Richard I. Barr

 

 

 

02. Steven K. Norgaard

 

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Texas Pacific Land Corp.

11/16/2021

88262P102

TPL

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhold All

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Barbara J. Duganier

 

 

 

Election of Director: Tyler Glover

 

 

 

Election of Director: Dana F. McGinnis

 

Against

For

2. To approve, by non-binding advisory vote, executive compensation.

Issuer

1 Year

1 Year

3. To determine, by non-binding advisory vote, the frequency of future stockholder advisory votes on executive compensation

Issuer

Against

For

4. To approve the Company's 2021 Incentive Plan.

Issuer

Against

For

5. To approve the Company's 2021 Non-Employee Director Stock and Deferred Compensation Plan.

Issuer

For

For

6. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Japan Smaller Capitalization FD

11/22/2021

47109U104

JOF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Election of Director to serve for a term of one year:

Issuer

 

 

1a. Rodney A. Buck

 

 

 

1b. David B. Chemidlin

 

 

 

1c. Marcia L. MacHarg

 

 

 

1d. Yuichi Nomoto

 

 

 

1e. Paige P. Ouimet

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Thimble Point Acquisition Corp.

11/23/2021

88408P107

THMA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. A proposal to (a) approve and adopt the Business Combination Agreement, dated as of June 21, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement"), by and among THMA, Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA ("Merger Sub"), and Pear Therapeutics, Inc., a Delaware corporation ("Pear"), and (b) approve the transactions contemplated thereby, including ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. A proposal to amend the current certificate of incorporation of THMA (the "Current Charter") and adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") to be effective upon the consummation of the Merger (the "Closing") which will include amendments to (a) increase the number of authorized shares of THMA's capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares of common stock, including 200,000,000 shares ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3. On a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with Securities and Exchange Commission guidance. The Proposed Charter, and the provisions that are the subject of this proposal, is further described in the Proxy Statement for the Special Meeting and a copy of the Proposed Charter is attached as Annex B to the Proxy Statement.

Issuer

For

For

4. Vote Board of Directors:

 

 

 

Election of Director: Zack Lynch

 

 

 

Election of Director: Kirthiga Reddy

 

 

 

Election of Director: Andrew J. Schwab

 

 

 

Election of Director: Alison Bauerlein

 

 

 

Election of Director: Nancy Schlichting

 

 

 

Election of Director: Jorge Gomez

 

 

 

Election of Director: Corey McCann

Issuer

For

For

5. A proposal to approve, in connection with the Merger, for purposes of complying with applicable listing rules of the NASDAQ Stock Market ("NASDAQ"), the issuance and/or sale of (a) up to 132,395,625 THMA Class A Common Shares to the holders of Pear's capital stock pursuant to the Business Combination Agreement and the reservation for issuance of THMA Class A Common Shares subject to Rollover Options (as defined in the Proxy Statement) pursuant to the Business Combination Agreement ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

6. A proposal to approve and adopt the Pear Holdings Corp. 2021 Stock Option and Incentive Plan (the "2021 Plan"), a copy of which is attached as Annex K to the Proxy Statement, and the material terms thereunder.

Issuer

For

For

7. A proposal to approve and adopt the Pear Holdings Corp. Employee Stock Purchase Plan (the "2021 ESPP"), a copy of which is attached as Annex L to the Proxy Statement, and the material terms thereunder.

Issuer

For

For

8. A 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 in the event that there are insufficient votes for, or otherwise in connection with, Proposals 1-2 and 4-7.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

High Income Securities Fund

11/30/2021

42968F108

PCF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For All

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Phillip Goldstein

 

 

 

Election of Director: Andrew Dakos

 

 

 

Election of Director: Rajeev Das

 

 

 

Election of Director: Richard Dayan

 

 

 

Election of Director: Gerald Hellerman

 

 

 

Election of Director: Ben H. Harris

 

 

 

Election of Director: Mortiz Sell

 

For

For

2. To provide a non-binding advisory vote on whether the amendment to the Fund's proxy voting policy is in the best interests of the Fund and its shareholders.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Gigcapital4, Inc

12/3/2021

37518G101

GIG

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To approve and adopt the Agreement and Plan of Merger dated June 4, 2021, as amended on August 6, 2021, and as it may be further amended from time to time, the ("Merger Agreement") by and among the Company, GigCapital4 Merger Sub Corporation, a Delaware corporation ("Merger Sub"), BigBear.ai Holdings, LLC, a Delaware limited liability company ("BigBear"), and BBAI Ultimate Holdings, LLC, a Delaware limited liability company, a copy of which is attached to the proxy statement as Annex A, and approve the transactions contemplated thereby.

Issuer

For

For

2. To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's outstanding GigCapital4 Common Stock in connection with the Business Combination and the Convertible Note Subscription Agreements, including up to 123,710,000 shares of GigCapital4 Common Stock to Ultimate as the sole equity holder of BigBear, and 17,391,304 shares of GigCapital4 Common Stock upon conversion of the Convertible Notes.

Issuer

For

For

3. To consider and vote upon a proposal to amend the Company's current amended and restated certificate of incorporation (the "Charter") to provide for the classification of our board of directors (our "Board") into three classes of directors with staggered terms of office and to make certain related changes.

Issuer

For

For

4. To consider and vote upon a proposal to amend the Company's Charter to provide for certain additional changes, including but not limited to changing the Company's name from "GigCapital4, Inc." to "BigBear.ai Holdings, Inc." and eliminating certain provisions specific to our status as a blank check company.

 

For

For

5A. To approve the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan.

Issuer

For

For

5B. To approve the BigBear.ai Holdings, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"), including the authorization of the initial share reserve under the 2021 ESPP.

Issuer

For

For

6. To elect, effective at Closing, eleven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

Issuer

For

For

7. To approve, if necessary the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposals, the Equity Plans Proposals or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the proposals.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Cion Investment Corp.

12/3/2021

17259U204

CION

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve a proposal 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% (the "Leverage Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Monmouth Real Estate Investment Corp.

12/16/2021

609720107

MNR

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhold All

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Catherine B. Elflein

 

 

 

Election of Director: Eugene W. Landy

 

 

 

Election of Director: Michael P. Landy

 

 

 

Election of Director: Samuel A. Landy

 

For

For

2. Ratification of the appointment of PKF O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022.

Issuer

Against

For

3. An advisory resolution for the executive compensation of the Company's named executive officers for the fiscal year ended September 30, 2021 as more fully described in the proxy statement.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Mexico Equity and Income Fund, Inc.

12/16/2021

592834105

MXE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Director nominees:

Mirror vote

For

1A. Class II Director: Richard Abraham

Issuer

Mirror vote

For

1B. Class II Director: Rajeev Das

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Village Super Market, Inc.

12/17/2021

927107409

VLGEA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

 

1. Election of Directors:

Issuer

Withhold

For

01. Election of Director: Robert Sumas

 

Withhold

For

02. Election of Director: William Sumas

 

Withhold

For

03. Election of Director: John P. Sumas

 

Withhold

For

04. Election of Director: Nicholas Sumas

 

Withhold

For

05. Election of Director: John J. Sumas

 

Withhold

For

06. Election of Director: Kevin Begley

 

For

For

07. Election of Director: Steven Crystal

 

Withhold

For

08. Election of Director: Stephen F. Rooney

 

For

For

2. Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

MCAP Acquisition Corp.

12/21/2021

55282T106

MACQ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Director nominees:

For

For

1. The Business Combination Proposal - to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 27, 2021 (as may from time to time be amended, restated, supplemented or otherwise modified, the "Business Combination Agreement"), by and among MCAP, GRNT Merger Sub 1 LLC,.

Issuer

For

For

2. The Charter Amendment Proposal - to approve and adopt, an amendment to MCAP's current certificate of incorporation.

Issuer

For

For

3A. Advisory Proposal A - provide that the total number of shares of all classes of capital stock which the Company will have authority to issue is 370,000,000 shares, consisting of (i) 350,000,000 shares of common stock, par value $0.0001 per share and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share.

Issuer

For

For

3B. Advisory Proposal B - provide that the capital stock consists of common and preferred stock only and does not delineate classes of common stock.

Issuer

For

For

3C. Advisory Proposal C - provide for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any Non-Employee Director or his or her affiliates.

Issuer

For

For

3D. Advisory Proposal D - provide that certain actions under the Proposed Charter relating to the nomination and election of directors are subject to the Stockholders Agreement.

Issuer

For

For

3E. Advisory Proposal E - provide that any action required or permitted to be taken by the stockholders of the combined company must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Issuer

For

For

3F. Advisory Proposal F - provide that amendments to the Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the combined company entitled to vote, voting together as a single class.

Issuer

For

For

3G. Advisory Proposal G - provide that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of voting stock of the combined company entitled to vote at an election of directors.

Issuer

For

For

3H. Advisory Proposal H - (i) provide that the post-business combination company's corporate name would change from "MCAP Acquisition Corporation" to "AdTheorent, Inc." and make the Company's corporate existence perpetual and (ii) remove certain provisions related to MCAP's status as a blank check company that will no longer apply upon consummation of the business combination.

Issuer

For

For

4A. Election of Director 2022 special meeting of stockholders: John Black

Issuer

For

For

4B. Election of Director 2022 special meeting of stockholders: Danielle Qi

Issuer

For

For

4C. Election of Director 2022 special meeting of stockholders: Ben Tatta

Issuer

For

For

4D. Election of Director 2023 special meeting of stockholders: Rich Boghosian

Issuer

For

For

4E. Election of Director 2023 special meeting of stockholders: Vineet Mehra

Issuer

For

For

4F. Election of Director 2023 special meeting of stockholders: Zia Uddin

Issuer

For

For

4G. Election of Director 2024 special meeting of stockholders: Kihara Kiarie

Issuer

For

For

4H. Election of Director 2024 special meeting of stockholders: James Lawson

Issuer

For

For

4I. Election of Director 2024 special meeting of stockholders: Eric Tencer

Issuer

For

For

5. The Long-Term Incentive Plan Proposal - to consider and vote upon a proposal to approve the 2021 Long-Term Incentive Plan to be effective after the closing of the Business Combination.

Issuer

For

For

6. The ESPP Proposal - to consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan ("ESPP") to be effective after the closing of the Business Combination

Issuer

For

For

7. The Nasdaq Proposal - to consider and vote upon a proposal to approve, (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination and (ii) for the purposes of complying with Nasdaq Listing Rules 5635(d) the issuance of more than 20% of the issued and outstanding shares of Class A common stock in the PIPE Financing, upon the completion of the Business Combination.

Issuer

For

For

8. The Adjournment Proposal - to consider and vote on a proposal to adjourn the Stockholders 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 Stockholders Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Roman DBDR Tech Acquisition

12/23/2021

77584N101

DBDC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Business Combination Proposal - To approve the Agreement and Plan of Merger, dated as of April 19, 2021, and as amended as of May 25, 2021, or the "Merger Agreement", by and among Roman DBDR, CompoSecure Holdings, L.L.C., ("CompoSecure"), Roman Parent Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Roman DBDR (the "Merger Sub") and LLR Equity Partners IV, L.P., a Delaware limited partnership ("Member Representative"), and the transactions contemplated ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. Nasdaq Stock Issuance Proposal - To approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a "Nasdaq Listing Rule"), (a) the issuance of up to 49,195,000 (assuming no redemption) or 63,919,627 (assuming maximum redemption) of newly issued shares of Roman DBDR Class B Common Stock, par value $0.0001 per share (the "Roman DBDR Class B Common Stock") in the ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3. Governing Documents Proposal - To approve, assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the "Proposed Charter"), which will amend and restate the current Amended and Restated Certificate of Incorporate of Roman DBDR, dated November 5, 2020 (the "Current Charter") and a proposed second amended and restated bylaws (the "Proposed Bylaws"), which will amend and restate the current bylaws (the "Current Bylaws"), ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

4A. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To increase the authorized shares of Class A Common Stock to 250,000,000 shares.

Issuer

For

For

4B. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To increase the authorized shares of "blank check" preferred stock that the Combined Entity's board of directors could issue to raise capital and/or to discourage a takeover attempt to 10,000,000 shares.

Issuer

For

For

4C. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide that amendments to provisions of the Proposed Charter will require the approval of at least a majority of the Combined Entity's then-outstanding shares of capital stock entitled to vote on such amendment.

Issuer

For

For

4D. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide holders of any then outstanding Preferred Stock the right, voting separately by class or series, to elect one or more directors.

Issuer

For

For

4E. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To limit action required or permitted to be taken by the stockholders of the Combined Company only to annual meetings or special meetings by eliminating the right for actions to be taken by written consent.

Issuer

For

For

4F. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: (i) To change the corporate name from "Roman DBDR Tech Acquisition Corp." to "CompoSecure, Inc.", (ii) to make the Combined Entity's corporate existence perpetual as opposed to Roman DBDR's corporate existence, which is presently required to be dissolved and liquidated 18 months following the closing of its initial public offering and to ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

4G. Advisory Charter Proposal - To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide that any amendment by stockholders to the Proposed By-laws will require the approval of at least a majority of the Combined Entity's then- outstanding shares of capital stock entitled to vote such amendment.

Issuer

For

For

5. Director Election Proposal - To elect, assuming the Business Combination Proposal is approved and adopted, seven directors to serve staggered terms on the Combined Entity's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified.

Issuer

For

For

6. Equity Incentive Plan Proposal - To approve, assuming the Business Combination Proposal is approved and adopted, the 2021 Equity Incentive Plan (the "Equity Incentive Plan"), which will become effective the day prior to the Closing

Issuer

For

For

7. ESPP Proposal - To approve, assuming the Business Combination Proposal is approved and adopted, the 2021 Employee Stock Purchase Plan (the "ESPP"), which will become effective the day prior to the Closing.

Issuer

For

For

8. Adjournment Proposal - To approve a 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 Nasdaq Stock Issuance Proposal, the Governing Documents Proposal, the Advisory Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal or the ESPP ... (due to space limits, see proxy statement for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Texas Pacific Land Corp.

12/28/2021

88262P102

TPL

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

 Vote Board of Directors:

Issuer

Against

For

1A. Election of Director: Barbara J. Duganier

 

Against

For

1B. Election of Director: Tyler Glover

 

Against

For

1C. Election of Director: Dana F. McGinnis

 

Against

For

2. To approve, by non-binding advisory vote, executive compensation.

Issuer

1 Year

1 Year

3. To determine, by non-binding advisory vote, the frequency of future stockholder advisory votes on executive compensation.

Issuer

Against

For

4. To approve the Company's 2021 Incentive Plan.

Issuer

Against

For

5. To approve the Company's 2021 Non-Employee Director Stock and Deferred Compensation Plan

Issuer

For

For

6. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Issuer

For

Against

7. To consider a stockholder proposal requesting that the Board of Directors take actions to declassify the Board of Directors.

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Yellowstone Acquisition Company

1/25/2022

98566K105

YSAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - to approve and adopt the Equity Purchase Agreement, dated as of August 1, 2021, by and among YAC and Sky Harbour LLC, a Delaware limited liability company ("SKY"). The transactions contemplated by the Equity Purchase Agreement are referred to herein as the Business Combination.

Issuer

For

For

2. The NYSE Proposal - to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, (i) the issuance by Sky Harbour Group Corporation ("SHG Corporation"), as successor to YAC, of Class A Common Stock and Class B Common Stock in the Business Combination in an amount equal to 20% or more of the amount of YAC's issued and outstanding common stock immediately prior to the issuance and (ii) the issuance by SHG ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3. The Charter and Governance Proposals - to approve and adopt, assuming the Business Combination Proposal and the NYSE Proposal are approved and adopted, the Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation"), which, if approved, would take effect upon Closing, a copy of which is attached to the accompanying proxy statement as Annex B (the "Charter Proposal").In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

3A. To increase the total number of authorized shares and classes of stock to 260,000,000 shares consisting of (i) 10,000,000 shares of preferred stock, par value 0.0001 per share, (ii) 200,000,000 shares of Class A Common Stock. par value $0,0001 per share, and (iii) 50,000,000 shares of Class B Common Stock, par value $0.0001 per share.

Issuer

For

For

3B. To declassify the board of directors, to provide that the SHG Corporation Board will be elected by holders of Class A Common Stock and Class B Common Stock voting together as a single class and to provide that the number of directors of SHG Corporation will be not less than 3 and not more than 11, with the then- authorized number of directors being fixed from time to time by the SHG Corporation Board within such range, which number shall initially be seven.

Issuer

For

For

3C. To elect not to be governed by Section 203 of the DGCL.

Issuer

For

For

4. The Director Election Proposal - for holders of YAC Class B Common Stock to elect, assuming the Business Combination Proposal, the NYSE Proposal, and the Charter Proposal are approved and adopted, seven Directors of the SHG Corporation Board until the 2022 annual meeting of stockholders or until such directors' successors have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal.

Issuer

For

For

5. The Incentive Plan Proposal - to approve and adopt, assuming the Business Combination Proposal, the NYSE Proposal, and the Charter Proposal are approved and adopted, the SHG Corporation 2022 Incentive Award Plan (the "2022 Plan").

Issuer

For

For

6. The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, 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 any of the condition precedent proposals.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Silverbox Engaged Merger Corp. I

2/3/2022

82836L101

SBEA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2021 (as may be amended from time to time, the "Business Combination Agreement"), by and among SilverBox Engaged Merger Corp I ("SilverBox), BRC Inc. ("PubCo"), SBEA Merger Sub LLC ("Merger Sub 1"), BRCC Blocker Merger Sub LLC, Authentic Brands LLC and Grand Opal Investment Holdings, Inc. The Business Combination Agreement provides for, ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2A. To approve an amendment and restatement of the Existing Charter providing for the creation of 35,000,000 authorized shares of Class C Common Stock of SilverBox (the "SilverBox Class C Common Stock") for purposes of issuance to certain investors.

Issuer

For

For

2B. To approve the provision in the Proposed Charter changing the authorized capital stock of 111,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, par value $0.0001 per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,500,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 2,802,500,000 shares, consisting of 2,500,000,000 shares of Class A Common Stock, par value $0.0001 per share, 300,000,000 shares of Class ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2C. To approve the provision in the Proposed Charter pursuant to which: (a) the affirmative vote of the holders of at least 66-2/3% of the total voting power of all then outstanding shares entitled to vote generally in the election of directors, voting together as a single class is required to amend provisions relating to, among other matters: (i) stockholder meetings, (ii) the board of directors, (iii) indemnification and limitation of liability of officers and directors, (iv) election not be ... (due to space limits, see proxy statement for full proposal).

Issuer

For

For

2D. To approve all other changes in connection with the replacement of the Existing Organizational Documents of SilverBox with the Proposed Organizational Documents of PubCo, including, among other things, changing from a blank check company seeking a business combination within a certain period (as provided in the Existing Organizational Documents), to a public benefit corporation having perpetual existence (as provided in the Proposed Charter).

Issuer

For

For

2E. To provide for a classified board of directors and direct that board vacancies be filled by the majority of directors then in office, unless specified otherwise in the Investor Rights Agreement; or the Proposed Bylaws.

Issuer

For

For

3. The Stock Issuance Proposal - To consider and vote upon a proposal to approve and adopt, for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of shares of SilverBox Class C Common Stock to certain investors.

Issuer

For

For

4. The Omnibus Incentive Plan Proposal - To consider and vote upon a proposal to approve the adoption of the Omnibus Incentive Plan.

Issuer

For

For

5. The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal to approve the adoption of the Employee Stock Purchase Plan.

Issuer

For

For

6. The Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting of SilverBox's 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 one or more proposals presented to stockholders for vote at such special meeting.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Pennantpark Investment Corp.

2/8/2022

708062104

PNNT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1A. Election of Director: Arthur H. Penn

Issuer

Mirror vote

For

2. To ratify the selection of RSM US LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

M3-Bridge Acquisition II

2/9/2022

553800103

MBAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Business Combination Proposal - To consider and vote upon a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated as August 16, 2021 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), by and among M3-Brigade Acquisition II Corp. (the "Company"), Blue Steel Merger Sub Inc. ("Merger Sub") and Syniverse Corporation ("Syniverse"), including the business combination described in the accompanying proxy statement (the "Business Combination").

Issuer

For

For

2. To approve, (i) the issuance of more than 20% of the issued and outstanding shares, and (ii) the issuance of more than one percent of the issued and outstanding shares of Common Stock.

Issuer

For

For

3. Charter Proposal - To consider and vote upon a proposal to adopt two separate proposed charters, proposed charter alternative A, substantially in the form attached to the accompanying proxy statement as Annex B-1 ("Charter Amendment Alternative A"), and proposed charter alternative B, substantially in the form attached to the accompanying proxy statement as Annex B-2 ("Charter Amendment Alternative B," and together with Charter Amendment Alternative A, the "Charter Amendments");

Issuer

For

For

4A. Super Majority Vote Requirements - Proposal to add a super majority vote provision requiring that the prior affirmative vote of holders of at least sixty-six and two-thirds percent of the voting power of the outstanding shares of Common Stock, voting as a single class will be required before the Company.

Issuer

For

For

4B. Change in Authorized Shares - Proposal (i) in the case of Charter Amendment Alternative A, to increase our total number of authorized shares of all classes of Common Stock (ii) in the case of Charter Amendment Alternative B, to increase our total number of authorized shares of all classes of Common Stock.

Issuer

For

For

4C. Corporate Opportunity - To consider and vote upon a proposal to update the provisions regarding corporate opportunities to, among other things.

Issuer

For

For

4D. Declassification of Board - To consider and vote upon a proposal to declassify our Board.

Issuer

For

For

4E. Special Quorum Requirement and Director Voting Rights related to Carlyle and Twilio - To consider and vote upon a proposal to make certain of the terms of the Second Amended and Restated Certificate of Incorporation and also provide that for as long as any director nominated by Carlyle and its affiliates.

Issuer

For

For

4F. Ability to Call a Special Meeting - To consider and vote upon a proposal to provide that special meetings can only be called by the Board (or an officer of the Company at the direction of the Board) and no longer individually by the Company's Chief Executive Officer or the Chairman of the Board.

Issuer

For

For

4G. Class A Stock to Have Exclusive Right to Vote for the Election and Removal of Directors - To consider and vote upon a proposal to give the Class A Stock the exclusive right to vote for the election and removal of directors and the Class C Stock no right to vote for the election or removal of directors.

Issuer

For All

For All

5. Vote Board of Directors:

Issuer

 

 

Election of Director: James Attwood

 

 

 

Election of Director: Kevin Beebe

 

 

 

Election of Director: Orisa Cherenfant

 

 

 

Election of Director: Andrew Davies

 

 

 

Election of Director: Tony Holcombe

 

 

 

Election of Director: Greg Kleiner

 

 

 

Election of Director: Dan Mead

 

 

 

Election of Director: Mohsin Y. Meghji

 

 

 

Election of Director: Lauren Nemeth

 

 

 

Election of Director: Matthew Perkal

 

 

 

Election of Director: Raymond Ranelli

 

For

For

6. Incentive Award Plan Proposal - To consider and vote upon a proposal to adopt the Syniverse Technologies Corporation 2021 Omnibus Incentive Plan (the "Incentive Award Plan"), a copy of which is attached to the accompanying proxy statement as Annex J, including the authorization of the initial share reserve under the Incentive Award Plan.

Issuer

For

For

7. Adjournment Proposal - To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Monmouth Real Estate Investment Corp.

2/17/2022

609720107

MNR

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To approve the merger (the "Merger") of Monmouth Real Estate Investment Corporation, a Maryland corporation ("Monmouth"), with and into Maple Delaware Merger Sub LLC ("Merger Sub"), a subsidiary of Industrial Logistics Properties Trust, a Maryland real estate investment trust ("ILPT"), pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (as it may be amended, the "Merger Agreement"), by and among Monmouth, ILPT, and Merger Sub (the "Merger Proposal").

Issuer

For

For

2. To approve on a non-binding, advisory basis, certain compensation that may be paid or become payable to Monmouth's named executive officers in connection with the Merger Agreement and the transactions contemplated thereby (the "Compensation Proposal").

Issuer

For

For

3. To approve any adjournment of the special meeting of the shareholders of Monmouth, if necessary or appropriate, including to solicit additional proxies in favor of the Merger Proposal (the "Adjournment Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Boulder Growth & Income FD, Inc.

2/24/2022

101507101

BIF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve a new investment advisory agreement between the Fund and Paralel Advisors LLC ("Paralel").

Issuer

Mirror Vote

For

2. To approve a new sub-advisory agreement with respect to the Fund between Paralel and Rocky Mountain Advisers, LLC.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

CF Acquisition Corp. VIII

3/8/2022

12520C109

CFFE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Extension Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from March 16, 2022 to September 30, 2022.

Issuer

For

For

2. Adjournment Proposal: Adjourn the Special 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, the approval of Proposal 1.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Spartan Acquisition Corp. III

3/8/2022

84677R106

SPAQ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement, dated as of July 28, 2021 (the "Business Combination Agreement"), by and among Spartan, Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("Allego"), Athena Merger Sub, Inc., a Delaware corporation ("Merger Sub"), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Governance Proposal - To consider and vote upon, on a non- binding advisory basis, a proposal to approve certain governance provisions contained in the Articles of Association of Allego N.V., the successor to Allego following the Business Combination (the "Allego Articles") that materially affect Allego shareholder rights (the "Governance Proposal").

Issuer

For

For

3. The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, 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 the Business Combination Proposal (the "Adjournment Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

PGIM Global High Yield Fund, Inc.

3/9/2022

69346J106

GHY

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1.1Election of Class I Director: Ellen S. Alberding

Issuer

Mirror vote

For

1.2 Election of Class I Director: Stuart S. Parker

Issuer

Mirror vote

For

1.3 Election of Class I Director: Brian K. Reid

Issuer

Mirror vote

For

2. Ratify the appointment of PricewaterhouseCoopers LLP as the Fund's independent registered public accountant for the fiscal year ending July 31, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Central Securities Corp.

3/16/2022

155123102

CET

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: L. Price Blackford

 

 

 

Election of Director: Simms C. Browning

 

 

 

Election of Director: Donald G. Calder

 

 

 

Election of Director: David C. Colander

 

 

 

Election of Director: John C. Hill

 

 

 

Election of Director: Jay R. Inglis

 

 

 

Election of Director: Wilmot H. Kidd

 

 

 

Election of Director: Wilmot H. Kidd IV

 

 

 

Election of Director: David M. Poppe

 

Mirror Vote

For

2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Tailwind Two Acquistion

3/22/2022

G86613109

TWNT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - RESOLVED, as an ordinary resolution, that Tailwind Two's entry into the Agreement and Plan of Merger, dated as of October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation ("Merger Sub") and Terran Orbital Corporation, a Delaware corporation ("Terran Orbital"), a copy of which is attached to the accompanying proxy ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Domestication Proposal - RESOLVED, as a special resolution, that Tailwind Two be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de- registered in the Cayman Islands, Tailwind Two be continued and domesticated as a corporation under the laws of the state of Delaware.

Issuer

For

For

3. The Charter Proposal - RESOLVED, as a special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of Tailwind Two ("Existing Governing Documents") be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation of "Terran Orbital Corporation" upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4. Advisory Governing Documents Proposal A - RESOLVED, that an amendment to change the authorized share capital of Tailwind Two from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 300,000,000 shares of common stock, par value $0.0001 per share, of New Terran Orbital and (b) 50,000,000 shares of preferred ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

5. Advisory Governing Documents Proposal B - RESOLVED, that an amendment to authorize the board of directors of New Terran Orbital to issue any or all shares of New Terran Orbital preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the board of directors of New Terran Orbital and as may be permitted by the Delaware General Corporation Law be approved on a non- binding advisory basis.

Issuer

For

For

6. Advisory Governing Documents Proposal C - RESOLVED, that an amendment to remove the ability of New Terran Orbital stockholders to take action by written consent in lieu of a meeting be approved on a non-binding advisory basis.

Issuer

For

For

7. Advisory Governing Documents Proposal D - RESOLVED, that certain other changes in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication (a copy of which is attached to the accompanying proxy statement/ prospectus as Annex C), including (i) changing the post-Business Combination corporate name from "Tailwind Two Acquisition Corp." to "Terran Orbital Corporation" (which is expected to occur after the ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

8. Advisory Governing Documents Proposal E - RESOLVED, that an amendment to require the affirmative vote of the holders of (i) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital's stock entitled to vote thereon, and voting as a single class, to amend or repeal the proposed bylaws (or a majority of the total voting power of the then-outstanding shares of capital stock of New Terran Orbital entitled to vote on such amendment or repeal, ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

9. The Exchange Proposal - RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange Listing Rule 312.03 or Nasdaq Stock Exchange Listing Rule 5635, as applicable, the issuance of shares of New Terran Orbital Common Stock in connection with the Business Combination, the Debt Financings and the PIPE Financing (each term as defined in the accompanying proxy statement/prospectus) be approved.

Issuer

For

For

10. The Incentive Award Plan Proposal - RESOLVED, as an ordinary resolution, that the New Terran Orbital 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, be adopted and approved.

Issuer

For

For

11. The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Syncora Holdings LTD.

3/29/2022

G8649T109

SYCRF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Withhold

For

1.1 Election of Director to hold office until the 2022 Annual General Meeting: Alan J. Carr

Issuer

Withhold

For

1.2 Election of Director to hold office until the 2022 Annual General Meeting: E. Grant Gibbons

Issuer

Withhold

For

1.3 Election of Director to hold office until the 2022 Annual General Meeting: Frederick B. Hnat

Issuer

Withhold

For

1.4 Election of Director to hold office until the 2022 Annual General Meeting: Frank C. Puleo

Issuer

Withhold

For

1.5 Election of Director to hold office until the 2022 Annual General Meeting: Coleman D. Ross

Issuer

Withhold

For

1.6 Election of Director to hold office until the 2022 Annual General Meeting: Robert J. White

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Western Asset Muni Partners FD Inc.

4/8/2022

95766P108

MNP

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1.1 Election of Class III Director to serve until 2025 Annual Meeting: Robert D. Agdern

Issuer

Mirror Vote

For

1.2 Election of Class III Director to serve until 2025 Annual Meeting: William R. Hutchinson

Issuer

Mirror Vote

For

1.3Election of Class III Director to serve until 2025 Annual Meeting: Eileen A. Kamerick

Issuer

Mirror Vote

For

2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent registered public accountants for the fiscal year ending November 30, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

First Tr High Income L/S Fund

4/18/2022

433738E109

FSD

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1.1 Election of Class III Trustee for a three-year term: James A. Bowen

Issuer

Mirror vote

For

1.2 Election of Class III Trustee for a three-year term: Niel B. Nielson

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

First Tr Dynamic Europe Equity Inc FD

4/18/2022

33740D107

FDEU

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1.1 Election of Class III Trustee for a three-year term: James A. Bowen

Issuer

Mirror vote

For

1.2 Election of Class III Trustee for a three-year term: Niel B. Nielson

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

The Taiwan Fund

4/19/2022

874036106

TWN

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: William C. Kirby

 

 

 

Election of Director: Anthony S. Clark

 

 

 

Election of Director: Thomas G. Kamp

 

 

 

Election of Director: Warren J. Olsen

 

 

 

Election of Director: Shelley E. Rigger

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

General American Investors Co.

4/20/2022

368802104

GAM

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Mr. Berens

 

 

 

Election of Director: Mr. Davidson

 

 

 

Election of Director: Ms. Del Villar

 

 

 

Election of Director: Mr. Gordan

 

 

 

Election of Director: Ms. Gotbaum

 

 

 

Election of Director: Ms. Lynch

 

 

 

Election of Director: Mr. Priest

 

 

 

Election of Director: Ms. Sachs

 

Mirror Vote

For

Ratification of the selection of Ernst & Young LLP as auditors.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Adams Diversified Equity Fund

4/21/2022

006212104

ADX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Kenneth J. Dale

 

 

 

Election of Director: Frederic A. Escherich

 

 

 

Election of Director: Mary C. Jammet

 

 

 

Election of Director: Lauriann C. Kloppenburg

 

 

 

Election of Director: Kathleen T. McGahran

 

 

 

Election of Director: Jane Musser Nelson

 

 

 

Election of Director: Mark E. Stoeckle

 

Mirror Vote

For

Ratification of the selection of PricewaterhouseCoopers LLP as independent public auditors.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Aberdeen Asia-Pacific Income Fund

4/28/2022

003009107

FAX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1.1 Election of Class I director of the Fund, for a three-year term until the 2025 Annual Meeting of Stockholders: Stephen Bird

Issuer

Mirror vote

For

3.1 To consider the continuation of the terms of Director under the Fund's Corporate Governance Policies: P. Gerald Malone (Class II - 3 year term ending 2023)

Issuer

Mirror vote

For

3.2 To consider the continuation of the terms of Director under the Fund's Corporate Governance Policies: William J. Potter (Preferred - 3 year term ending 2024)

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Gabelli Utility Trust

5/9/2022

36240A101

GUT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Mario J. Gabelli

 

 

 

Election of Director: Elizabeth C. Bogan

 

 

 

Election of Director: Vincent D. Enright

 

 

 

Election of Director: Kuni Nakamura

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Ellsworth Growth And Income Fd

5/9/2022

289074106

ECF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: James A. Dinsmore

 

 

 

Election of Director: Elizabeth C. Bogan

 

 

 

Election of Director: Anthonie C. van Ekris

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Bancroft Fund

5/9/2022

059695106

BCV

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Jane D. O'Keeffe

 

 

 

Election of Director: Elizabeth C. Bogan

 

 

 

Election of Director: Agnes Mullady

 

 

 

Election of Director: Anthonie C. van Ekris

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Crescent Capital BDC, Inc.

5/13/2022

225655109

CCAP

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1A.Election of Class I Director to serve for a three-year term expiring at the 2025 Annual Meeting: Kathleen S. Briscoe

Issuer

Mirror Vote

For

1B. Election of Class I Director to serve for a three-year term expiring at the 2025 Annual Meeting: George G. Strong, Jr.

Issuer

Mirror Vote

For

2A. Election of Class III Director to serve for a two-year term expiring at the 2024 Annual Meeting: Elizabeth Ko

Issuer

Mirror Vote

For

3.To ratify the selection of Ernst & Young LLP ("E&Y") as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Virtus Total Return Fund Inc.

5/23/2022

92835W107

ZTR

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1E. Election of Class II Director: George R. Aylward

Issuer

Mirror Vote

For

1F. Election of Class II Director: F. Ford Drummond

Issuer

Mirror Vote

For

1G. Election of Class II Director: John R. Mallin

Issuer

Mirror Vote

For

1H. Election of Class II Director: Philip R. McLoughlin

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Xai Octagon FR & ALT Inc. Term Tr-PREF

5/24/2022

98400T205

XFLT/PA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1a. Election of Class II Trustee of the Trust, to be elected by common shares and preferred shares voting as a single class, to serve until the 2025 annual meeting: Gregory G. Dingens

Issuer

Mirror Vote

For

1b. Election of Class II Trustee of the Trust, to be elected by preferred shares voting as a separate class, to serve until the 2025 annual meeting: Philip G. Franklin

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022

 

Company Name

Meeting Date

CUSIP

Ticker

Seven Hills Realty Trust

5/25/2022

81784E101

SEVN

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1.1 Election of Class III Independent Trustee: Barbara D. Gilmore

Issuer

For

For

1.2 Election of Class III Independent Trustee: Joseph L. Morea

Issuer

For

For

2. Ratification of the appointment of Deloitte & Touche LLP as independent auditors to serve for the 2022 fiscal year.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2021 - June 30,2022