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


7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Address of principal executive offices) (Zip code)
 
Daniel B. Wolfe
President and Chief Financial Officer
180 Degree Capital Corp.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
(Name and address of agent for service)
 
Registrant’s telephone number, including area code: 973-746-4500
 
Date of fiscal year end: December 31
 
Date of reporting period: July 1, 2021 — June 30, 2022 


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




Item 1. Proxy Voting Record

Alta Equipment Group, Inc.
Exchange and Symbol:NYSE: ALTG
CUSIP:02128L106
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 9, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Ryan GreenawaltManagementForFor
Zachary SavasManagementForFor
Andrew StuddertManagementForFor
2.Ratify the appointment of UHY LLP as our independent registered public accounting firm for 2022
ManagementForFor
3. Approve, in non-binding advisory vote, the compensation paid to our executive officersManagementForFor
4. Determine, in a non-binding advisory vote, whether a non-binding advisory stockholder vote to approve the compensation paid to named executive officers should occur every one, two, or three yearsManagementFor: 1 YearFor: 1 Year
5. Approve the Alta Equipment Group, Inc. 2022 Employee Stock Purchase PlanManagementForFor




TheMaven, Inc.
Exchange and Symbol:NYSE: AREN
ISIN:040044109
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 1, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors
Ross LevinsohnManagementForFor
Todd SimsManagementForFor
Daniel ShribmanManagementForFor
Carlo ZolaManagementForFor
Christopher PetzelManagementForFor
Laura LeeManagementForFor
H. Hunt AllredManagementForFor
2.To approve our 2022 Equity Incentive Plan
ManagementForFor
3.To ratify an extension of our stockholder rights plan
ManagementForFor
4.To approve an amendment to our Chief Financial Officer's ("CFO"), Douglas Smith, outside-plan option agreements
ManagementForFor
5. To ratify the selection of Marcum LLP, as the independent registered public accounting firmManagementForFor




Babcock & Wilcox Enterprises, Inc.
Exchange and Symbol:NYSE: BW
CUSIP:05614L209
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 19, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Approval of amendment to Certificate of Incorporation to declassify Board of Directors and provide for annual elections of all directors beginning in 2024
ManagementForFor
2A. If proposal 1 is approved, the election of the nominee listed as Class I director for a term of two years: Joseph A. Tato
ManagementForFor
2B. If proposal 1 is approved, the election of the nominee listed as Class I director for a term of two years: Kenneth M. Young
ManagementForFor
3A. If proposal 1 is not approved, the election of the nominee listed as Class I director for a term of three years: Joseph A. Tato
ManagementForFor
3B. If proposal 1 is not approved, the election of the nominee listed as Class I director for a term of three years: Kenneth M. Young
ManagementForFor
4.Approval of amendment to Certificate of Incorporation to remove provisions requiring affirmative vote of at least 80% of voting power for certain amendments to the Company's Certificate of Incorporation and Bylaws
ManagementForFor
5.Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2022
ManagementForFor
6.Approval, on a non-binding advisory basis, of executive compensation
ManagementForFor
7.Approval of the Amendment to the 2021 Long-Term Incentive Plan
ManagementForFor
8. Recommend, by a non-binding advisory vote, the frequency of future advisory votes on named excutive officer compensation
ManagementFor: 1 YearFor: 1 Year




Commercial Vehicle Group, Inc.
Exchange and Symbol:NASDAQ: CVGI
CUSIP:202608105
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 19, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Director to hold office until the 2023 Annual Meeting of Stockholders:
(a) Harold C. BevisManagementForFor
(b) Roger L. FixManagementForFor
(c) Ruth GratzkeManagementForFor
(d) Robert C. GriffinManagementForFor
(e) J. Michael NaumanManagementForFor
(f) Wayne M. RancourtManagementForFor
(g) James R. RayManagementForFor
2.A non-binding advisory vote on the compensation of the Company's named executive officers
ManagementForFor
3.A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022
ManagementForFor




Envela Corporation
Exchange and Symbol:NYSE: ELA
CUSIP:29402E102
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 3, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Director:
(1) John R. LoftusManagementForFor
(2) Jim R. RuthManagementForFor
(3) Alexandra C. GriffinManagementForFor
(4) Allison M. DeStefanoManagementForFor
(5) Richard D. ScheppManagementForFor
2.To approve and ratification of Whitley Penn, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022
ManagementForFor
3.To approve, by a non-binding advisory vote, the resolution approving named executive officer compensation ("Say on Pay Vote")
ManagementForFor
4.To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future name executive officer compensation ("Say when on Pay Vote")
Management1 YearsAgainst: 3 Years
5. The adjournment of the annual meeting, if necessary, to solicit additional proxies in favor of 1 through 4
ManagementForFor




Enzo Biochem, Inc.
Exchange and Symbol:NYSE: ENZ
CUSIP:294100102
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:March 31, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.To amend the certificate of incorporation, as amended, as indicated in the six sub-proposals below (collectively, the "Charter Proposals"):
(a) to change the purpose of the Company to carry on any lawful business (the "Charter Proposal")ManagementForFor
(b) to declassify the Company’s board of directors (the "Board") (the "Charter Proposal")ManagementForFor
(c) to remove Article 7 regarding the Company's first accounting period for 1976 (the "Charter Proposal")ManagementForFor
(d) to change the required shareholder vote for approval of mergers, asset sales, and dissolution from two-thirds to majority vote (the "Charter Proposal")ManagementForFor
(e) to change the required shareholder vote for amendments to the Certificate of Incorporation to a majority vote (the "Charter Proposal")ManagementForFor
(f) to change the required vote for amendments to our Amended and Restated By-Laws (“By-Laws”) to either majority board approval or majority shareholder approval (the "Charter Proposal")ManagementForFor
2.If the shareholders approve Proposal 1(b) to eliminate classification of the Board, to elect Hamid Erfanian and Bradley L. Radoff each to serve on our Board for a term ending as of our 2022 annual meeting of shareholders, and until each such director’s successor is duly elected and qualified, or if the shareholders do not approve Proposal 1(b) to eliminate classification of the Board, to elect Hamid Erfanian and Bradley L. Radoff each to serve as the Class I Directors, to hold office for a term of three (3) years or until their successors have been duly elected and qualified
ManagementForFor
3.To approve, by a nonbinding advisory vote, the compensation of the Company’s Named Executive Officers (the "Advisory Proposal")
ManagementForFor
4.To ratify the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2022 (the "Auditor Proposal")
ManagementForFor




Intevac, Inc.
Exchange and Symbol:NYSE: ELA
CUSIP:461148108
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 18, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Director:
David S. DuryManagementForFor
Nigel D. HuntonManagementForFor
Kevin D. BarberManagementForFor
Dorothy D. HayesManagementForFor
Michele F. KleinManagementForFor
Mark P. PopovichManagementForFor
2.Proposal to ratify the appointment of BPM LLP as independent public accountants of Intevac for the fiscal year ending December 31, 2022
ManagementForFor
3.Proposal to approve by a non-binding, advisory basis, the, executive compensation of the Company's named executive officers
ManagementForFor




Lantronix, Inc.
Exchange and Symbol:NASDAQ: LTRX
CUSIP:516548203
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:November 8, 2021
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Paul PickleManagementForFor
Margaret A. EvashenkManagementForFor
Paul F. FolinoManagementForFor
Heidi NguyenManagementForFor
Hoshi PrinterManagementForFor
2.Ratification of the appointment of Baker Tilly US, LLP as Lantronix's independent registered public accountants for the fiscal year ending June 30, 2022
ManagementForFor
3.Approval, on an advisory basis, of the compensation of Lantronix's named executive officers
ManagementForFor




Potbelly Corporation
Exchange and Symbol:NASDAQ: PBPB
CUSIP:73754Y100
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 19, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Vann AvedisianManagementForFor
Joseph BoehmManagementForFor
Adrian ButlerManagementForFor
David HeadManagementForFor
David NearManagementForFor
David PearsonManagementForFor
Todd SmithManagementForFor
Jill SuttonManagementForFor
Robert D. WrightManagementForFor
2.Ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2022
ManagementForFor
3.A non-binding, advisory vote on a resolution to approve the 2021 compensation of the Company's named executive officers
ManagementForFor





TheMaven, Inc.
Exchange and Symbol:NASDAQ: MVEN
ISIN:88339B102
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:October 7, 2021
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Ross LevinsohnManagementForFor
Daniel ShribmanManagementForFor
Todd SimsManagementForFor
Carlo ZolaManagementForFor
Christopher PetzelManagementForFor
Laura LeeManagementForFor
H. Hunt AllredManagementForFor
2.To approve the amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate") to:
ManagementForFor
(a) eliminate cumulative votingManagementForFor
(b) eliminate the right of the stockholders to act by written consentManagementForFor
(c) )include a super majority voting requirement for amendments to the CertificateManagementForFor
(d) update the capitalization to reflect the current number of shares of authorized and outstanding common stock, blank check preferred stock, and previously designated series of preferred stock, update the Certificate to modernize the languageManagementForFor
3.To approve amendments to the t2019 Equity Incentive Plan to increase the amount of shares authorized for issuance under the 2019 Equity Incentive Plan
ManagementForFor
4.To approve an amendment to the 2019 Equity Incentive Plan to modify the share counting rules
ManagementForFor
5. To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in the Proxy Statement under the section titled "Executive Compensation," including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-KManagementForFor
6. To ratify the selection of Marcum LLP, as the independent registered public accounting firmManagementForFor




PFSweb, Inc.
Exchange and Symbol:NASDAQ: PFSW
CUSIP:717098206
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:July 27, 2021
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
David I. BeatsonManagementForFor
Monica LuechtefeldManagementForFor
Shinichi NagakuraManagementForFor
Benjamin RosenzweigManagementForFor
Robert FrankfurtManagementForFor
Mercedes De LucaManagementForFor
Michael C. WilloughbyManagementForFor
2.To approve, on a non-binding, advisory basis, the compensation of the Company's Named Executive Officers
ManagementForFor
3.To approve an amendment to the Company's 2020 Stock and Incentive Plan to increase the number of shares of Common Stock issuable thereunder by 1,000,000 shares
ManagementForFor
4.To approve an amendment to the Rights Agreement with Computershare Shareowner Services, LLC
ManagementForFor
5.To ratify the appointment of BDO USA, LLP as the Company's independent auditors for the fiscal year ended December 31, 2021
ManagementForFor




Quantum Corporation
Exchange and Symbol:NASDAQ: QMCO
CUSIP:747906501
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:September 21, 2021
Proposals:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Rebecca J. JacobyManagementForFor
James J. LernerManagementForFor
Raghavendra RauManagementForFor
Marc E. RothmanManagementForFor
Yue Zhou (Emily) WhiteManagementForFor
2.Proposal to ratify the appointment of Armanino LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2022
ManagementForFor
3.Proposal to adopt a resolution approving, on an advisory basis, the compensation of the Company's named executive officers
ManagementForFor
4. Proposal to approve an amendment and restatement to the Company's 2012 Long-Term Incentive Plan
ManagementForFor






comScore, Inc.
Exchange and Symbol:NASDAQ: SCOR
CUSIP:20564W105
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 15, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Vote Board of Directors:
Election of Director: Itzhak FisherManagementWithholdAgainst
Election of Director: Pierre LiduenaManagementWithholdAgainst
Election of Director: Marty PattersonManagementWithholdAgainst
2.The approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers
ManagementForFor
3.The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022
ManagementForFor
4. The approval of an amendment to the Amended and Restated 2018 Equity and Incentive Compensation Plan
ManagementForFor






Synchronoss Technologies, Inc.
Exchange and Symbol:NASDAQ: SNCR
CUSIP:87157B103
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 16, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Vote Board of Directors:
Election of Director: Laurie L. HarrisManagementForFor
Election of Director: Jeffrey G. MillerManagementForFor
2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022
ManagementForFor
3.To approve on a non-binding advisory basis the compensation of the Company's named executive officers
ManagementForFor
4.To approve the amendment to the Company's Restated Certificate of Incorporation to increase the aggregate number of authorized shares of Common Stock
ManagementForFor
5. To approve the amendment of the Synchronoss Technologies, Inc.2015 Equity Incentive Plan
ManagementForFor



RF Industries, Ltd.
Exchange and Symbol:NASDAQ: RFIL
CUSIP:749552105
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:September 8, 2021
Proposal:Proposed by:Vote:For/Against Management:
1.Election of one member of the Company's Board of Directors to serve until the 2024 Annual Meetings of Stockholders:
Mark K. HoldsworthManagementForFor
2.To approve the compensation of the Company's named executives officers as disclosed in the proxy statement.
ManagementForFor
3.To ratify the selection of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2021.
ManagementForFor




Synalloy Corporation
Exchange and Symbol:NASDAQ: SYNL
CUSIP:871565107
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 6, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Henry L. GuyManagementForFor
Christopher G. HutterManagementForFor
Aldo J. MazzaferroManagementForFor
Benjamin RosenzweigManagementForFor
John P. SchauermanManagementForFor
2.Advisory vote on the compensation of our named executive officers
ManagementForFor
3.Approval of the 2022 Omnibus Equity Incentive Plan
ManagementForFor
4.The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022
ManagementForFor




SIGNATURES

    Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:180 Degree Capital Corp.
By:/s/ Daniel B. Wolfe
Daniel B. Wolfe
President and Chief Financial Officer
Date:August 19, 2022