Item 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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On May 25, 2022, PhenixFIN Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). During this meeting, the
Company’s stockholders were asked to consider and vote upon six proposals: (1) to elect one director of the Company, to serve for a term of three years, or until his successor is duly elected and qualified; (2) to ratify the selection of Ernst &
Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022; (3) to recommend, in a non-binding vote, the frequency of an advisory vote to approve the compensation of the Company’s named
executive officers; (4) to provide an advisory vote on executive compensation; (5) to vote on a non-binding stockholder proposal regarding declassification of the Board of Directors of the Company; and (6) to vote on a non-binding stockholder
proposal regarding Company investment and distribution activity.
Stockholders of record at the close of business on April 6, 2022 were entitled to vote at the Annual Meeting. As of April 6, 2022, there were
2,207,794 shares of common stock outstanding and entitled to vote. A quorum consisting of 1,867,082 shares of common stock of the Company were present of represented by proxy at the Annual Meeting.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposals 1, 2, 3
and 4 were approved by the requisite vote. Proposals 5 and 6 failed to receive the requisite vote for approval.
Proposal 1: Election of director.
Nominee
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For
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Withheld
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Abstain
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Arthur S. Ainsberg
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1,111,663
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401,588
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3,067
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Broker Non-Votes: 350,764
Proposal 2: Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year
ending September 30, 2022.
For
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Against
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Abstain
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1,843,691
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22,496
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895
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Broker Non-Votes: 0
Proposal 3: Recommendation, in a non-binding vote, of the frequency of an advisory vote to approve the compensation of the Company’s named executive
officers.
One Year
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Two Years
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Three Years
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Abstain
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1,473,475
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19,621
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5,230
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17,992
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Broker Non-Votes: 350,764
Proposal 4: Advisory vote on executive compensation.
For
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Against
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Abstain
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1,244,059
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254,248
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18,011
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Broker Non-Votes: 350,764
Proposal 5: Non-binding stockholder proposal regarding declassification of the Board of Directors of the Company.
For
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Against
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Abstain
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689,697
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748,022
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78,599
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Broker Non-Votes: 350,764
Proposal 6: Non-binding stockholder proposal regarding Company investment and distribution activity
For
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Against
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Abstain
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375,495
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1,074,865
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65,958
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Broker Non-Votes: 350,764