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, 2022 — June 30, 2023 


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

Ascent Industries Co.
Exchange and Symbol:NASDAQ: ACNT
CUSIP:871565107
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 13, 2023
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






Alta Equipment Group, Inc.
Exchange and Symbol:NYSE: ALTG
CUSIP:02128L106
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 9, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Daniel ShribmanManagementForFor
Katherine E. WhiteManagementForFor
2.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023
ManagementForFor
3. Approve, in non-binding advisory vote, the compensation paid to our executive officersManagementForFor




The Arena Group Holdings, Inc.
Exchange and Symbol:NYSE: AREN
ISIN:040044109
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 1, 2023
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 ratify the selection of Marcum LLP, as the independent registered public accounting firm for the year ending December 31, 2023ManagementForFor
3.To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement
ManagementForFor
4.To select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be held every one, two or three years
Management3 Years3 Years
5. To approve an amendment to our amended and restated certificate of incorporation, as amended, to limit the liability of certain officers as permitted pursuant to recent amendments to the Delaware General Corporation LawManagementForFor
6. To approve an amendment and restatement to our 2022 Stock and Incentive Compensation PlanManagementForFor




Brightcove, Inc.
Exchange and Symbol:NASDAQ:BCOV
CUSIP:10921T101
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 10, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Marc DeBevoiseManagementForFor
Tsedal NeeleyManagementForFor
Thomas E. WheelerManagementForFor
2.To ratify the appointment of Ernst & Young LLP as Brightcove's independent registered public accounting firm for the fiscal year ending December 31, 2023
ManagementForFor
3.To approve, on a non-binding, advisory basis, the compensation of Brightcove's named executive officers
ManagementForFor
4.To approve Amendment No. 1 to the Brightcove, Inc. 2021 Stock Incentive Plan
ManagementForFor




Commercial Vehicle Group, Inc.
Exchange and Symbol:NASDAQ: CVGI
CUSIP:202608105
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 11, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Director to hold office until the 2024 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 non-binding advisory vote on frequency of vote on compensation of the Company's named executive officers
Management1 Year1 Year
4.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, 2023
ManagementForFor




Intevac, Inc.
Exchange and Symbol:NASDAQ:IVAC
CUSIP:461148108
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 17, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
David S. DuryManagementForFor
Nigel D. HuntonManagementForFor
Kevin D. BarberManagementForFor
Dorothy D. HayesManagementForFor
Michele F. KleinManagementForFor
2.Proposal to approve the amended Intevac 2003 Employee Stock Purchase Plan to increase the maximum number of shares of Common Stock authorized for issuance thereunder by 300,000 shares
ManagementForFor
3.Proposal to approve the amended Intevac 2020 Equity Incentive Plan to increase the maximum number of shares of Common Stock authorized for issuance thereunder by 850,000 shares
ManagementForFor
4.Proposal to ratify the appointment of BPM LLP as independent public accountants of Intevac for the fiscal year ending December 31, 2023
ManagementForFor
5.Proposal to approve by a non-binding, advisory basis, the, executive compensation of the Company's named executive officers
ManagementForFor
6.Proposal to approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Intevac's named executive officers
ManagementForFor




Lantronix, Inc.
Exchange and Symbol:NASDAQ: LTRX
CUSIP:516548203
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:November 8, 2022
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Paul PickleManagementForFor
Jason CohenourManagementForFor
Paul F. FolinoManagementForFor
Phu HoangManagementForFor
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, 2023
ManagementForFor
3.Approval, on an advisory basis, of the compensation of Lantronix's named executive officers
ManagementForFor
4.Approval of amendments to the Lantronix, Inc. 2020 Performance Incentive Plan, including to increase the number of shares of common stock reserved for issuance under the plan by 1,800,000 shares
ManagementForFor
5.Approval of amendments to the Lantronix, Inc. 2013 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares and approve a new 10-year term for the plan.
ManagementForFor




Potbelly Corporation
Exchange and Symbol:NASDAQ: PBPB
CUSIP:73754Y100
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 18, 2023
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 31, 2023
ManagementForFor
3.A non-binding, advisory vote on a resolution to approve the 2022 compensation of the Company's named executive officers
ManagementForFor
4.Approval of the amendment to the Company's Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder
ManagementForFor





D-Wave Quantum, Inc.
Exchange and Symbol:NYSE: QBTS
CUSIP:26740W109
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 8, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Alan BaratzManagementForFor
Ziv EhrenfeldManagementForFor
2.To ratify the appointment of PricewaterhouseCoopers LLP (Canada) as our independent registered public accounting firm for the fiscal year ending December 31, 2023
ManagementForFor





Rayonier Advanced Materials, Inc.
Exchange and Symbol:NYSE:RYAM
CUSIP:75508B104
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:May 17, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
De Lyle W. BloomquistManagementForFor
Charles R. EggertManagementForFor
David C. MarianoManagementForFor
2.Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors
ManagementForFor
3.Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions
ManagementForFor
4.Advisory vote to approve the compensation of our named executive officers as disclosed in our Proxy Statement
ManagementForFor
5.Approval of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan
ManagementForFor
6.Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for 2023
ManagementForFor






Comscore, Inc.
Exchange and Symbol:NASDAQ: SCOR
CUSIP:20564W105
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 15, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Nana BanerjeeManagementWithholdAgainst
David KlineManagementWithholdAgainst
Kathi LoveManagementWithholdAgainst
Brian WendlingManagementWithholdAgainst
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, 2023
ManagementForFor
4. The approval of an amendment to the Amended and Restated 2018 Equity and Incentive Compensation Plan to increase the number of shares of the company's common stock available for grant by 10,000,000ManagementForFor
5.The adoption of an amendment to the Certificate of Designations of the Series B Convertible Preferred Stock (“Series B Preferred Stock”) to (i) permit the company to pay annual dividends on Series B Preferred Stock in the form of cash, shares of common
stock, additional shares of Series B Preferred Stock, or a combination thereof, in each case in accordance with the amendment and as elected by members of the Board of Directors who have not been designated by, and are not affiliated with, any holder of For Series B Preferred Stock (the "Disinterested Directors"), and (ii) make certain other clarifying and conforming changes to the Certificate of Designations, including with respect to tax treatment
ManagementAgainstAgainst
6.The adoption of an amendment to the Amended and Restated Certificate of Incorporation to authorize additional shares of preferred stock in order to permit the company to issue additional shares of Series B Preferred Stock and other preferred stock and pay annual dividends in the form of Series B Preferred Stock in accordance with the Certificate of For Designations amendment and if elected by the Disinterested Directors
ManagementAgainstAgainst
7. The approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of common stock or Series B Preferred Stock as annual dividends on the Series B Preferred Stock in accordance with the Certificate of Designations amendment and if elected by the Disinterested DirectorsManagementAgainstAgainst




Synchronoss Technologies, Inc.
Exchange and Symbol:NASDAQ: SNCR
CUSIP:87157B103
Shareholder Meeting Type:Annual Meeting
Shareholder Meeting Date:June 14, 2023
Proposal:Proposed by:Vote:For/Against Management:
1.Election of Directors:
Kristin S. RinneManagementForFor
Martin F. BernsteinManagementForFor
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, 2023
ManagementForFor
3.To approve on a non-binding advisory basis the compensation of the Company's named executive officers
ManagementForFor
4.To approve on a non-binding advisory basis the frequency of future stockholder advisory votes on executive compensation
Management1 Year1 Year





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 14, 2023