Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 20, 2018, Mesabi Trust held its Special Meeting (the Special Meeting) of the Trust Certificate Holders of Mesabi Trust (the Unitholders) in Minneapolis, Minnesota, and submitted two of four matters to the vote of Unitholders. The proposals are described in detail in Mesabi Trusts definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2018. As of November 9, 2018, the record date, approximately 13,120,010 units of beneficial interest of Mesabi Trust were outstanding. At the Special Meeting, a total of 7,770,868 units of beneficial interest of Mesabi Trust, representing approximately 59.23% of total units outstanding and eligible to vote and constituting a quorum, were present in person or by valid proxies at the Special Meeting.
A summary of the matters voted upon by Unitholders is set forth below.
Proposal 3
: At the Meeting, Unitholders voted to approve James A. Ehrenberg as Chairman of the Special Meeting and Jeffrey Schoenfeld as Secretary of the Special Meeting. The following votes were taken in connection with this proposal, as certified by the inspector of election:
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER
NON-VOTE
|
|
6,227,763
|
|
736,230
|
|
806,875
|
|
0
|
|
Proposal 4
: At the Meeting, the Unitholders voted to authorize any motion to adjourn the Special Meeting, or any adjournments thereof, to a later date or dates, if necessary, to allow time for further solicitation of proxies in the event that a quorum is not present and/or there are insufficient votes present in person or represented by proxies at the Special Meeting to approve the proposals. The following votes were taken in connection with this proposal, as certified by the inspector of election:
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
BROKER
NON-VOTE
|
|
5,837,696
|
|
1,599,849
|
|
333,323
|
|
0
|
|
The named proxies for the Unitholders approved an adjournment of the Special Meeting to allow the polls to remain open until 11:00 a.m. Central on Wednesday, January 23, 2019 to solicit additional votes for the approval of
Proposal 1
(the appointment of Robin M. Radke as an individual trustee of Mesabi Trust to succeed Richard G. Lareau, who is retiring) and
Proposal 2
(the approval of an amendment to the Agreement of Trust which would increase the minimum compensation payable to each individual Trustee and the Corporate Trustee).
The Special Meeting will be reconvened at the offices of Fox Rothschild LLP located at
222 South Ninth Street, Suite 2000, Minneapolis, Minnesota 55402 on Wednesday, January 23, 2019 at 11:00 a.m. Central.
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