UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

 

Investment Company Act file number 811-06445

 

The Herzfeld Caribbean Basin Fund, Inc.
(Exact name of registrant as specified in charter)

 

119 Washington Avenue, Suite 504, Miami Beach, FL 33139
(Address of principal executive offices) (Zip code)

 

 
(Name and address of agent for service)

 

Registrant's telephone number, including area code: 305-777-1660

 

Date of fiscal year end: 6/30

 

Date of reporting period: July 1, 2019 – June 30, 2020

 

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 (ss.ss. 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

 

SEC 2451 (4-03) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

ITEM 1. PROXY VOTING RECORD:

 

Vote Summary

 

SIDERURGICA VENEZOLANA "SIVENSA", S.A.
Security 825865702             Meeting Type Annual
Ticker Symbol SDNWY             Meeting Date 05-Dec-2019
ISIN US8258657027             Agenda 935103779 - Management
Record Date 04-Nov-2019             Holding Recon Date 04-Nov-2019
City / Country   / United States         Vote Deadline Date 27-Nov-2019
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. To consider and resolve, in view of the Reports of the Internal Comptrollers, about the financial statements submitted by the Board of Directors corresponding to the fiscal year ended on September 30, 2019, as well as to consider and resolve about the Report of the Board of Directors. Management For   None    
2. To consider and resolve about the appointment of the Principal and Alternate Members of the Board of Directors. Management For   None    
3. To consider and resolve about the appointment of the Principal Internal Comptrollers and their respective Alternates, as well as their annual compensation. Management For   None    
4. To consider and resolve about the appointment of the Principal and Alternate Judicial Representatives. Management For   None    
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
Security 344419106             Meeting Type Annual
Ticker Symbol FMX             Meeting Date 20-Mar-2020
ISIN US3444191064             Agenda 935139104 - Management
Record Date 28-Feb-2020             Holding Recon Date 28-Feb-2020
City / Country   / United States         Vote Deadline Date 17-Mar-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
I Report of the chief executive officer of the Company, which includes the financial statements for the 2019 fiscal year; opinion of the board of directors of the Company regarding the content of the report of the chief executive officer; reports of the board of directors of the Company regarding the main policies and accounting and information criteria applied during the preparation of the Company's financial information, including the report of the operations and activities of the ...(due to space limits, see proxy material for full proposal). Management Abstain   None    
II Application of the results for the 2019 fiscal year of the Company, which will include a dividend declaration and payment in cash, in Mexican pesos. Management Abstain   None    
III Proposal to determine the maximum amount for the Company's stock repurchase fund kept pursuant to article 56 subsection IV of the Law. Management Abstain   None    
IV Election of the members of the board of directors and secretaries of the Company, qualification of their independence, in accordance with the Law, and resolution with respect to their remuneration. Management Abstain   None    
V Election of members of the following committees: (i) strategy and finance, (ii) audit, and (iii) corporate practices of the Company; appointment of each of their respective chairman, and resolution with respect to their remuneration. Management Abstain   None    
VI Appointment of delegates for the formalization of the Meeting's resolutions. Management Abstain   None    
VII Reading and, if applicable, approval of the Meeting's minute. Management Abstain   None    
CEMEX, S.A.B. DE C.V.
Security 151290889             Meeting Type Annual
Ticker Symbol CX             Meeting Date 26-Mar-2020
ISIN US1512908898             Agenda 935138291 - Management
Record Date 25-Feb-2020             Holding Recon Date 25-Feb-2020
City / Country   / Mexico         Vote Deadline Date 23-Mar-2020
SEDOL(s)         Quick Code  
                           
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. PRESENTATION OF THE CHIEF EXECUTIVE OFFICER'S REPORT, INCLUDING CEMEX'S FINANCIAL STATEMENTS, RESULTS OF OPERATIONS, REPORT OF CASH FLOW AND VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE BOARD OF DIRECTORS' REPORT, FOR THE FISCAL YEAR 2019, AS REQUIRED BY THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); AND, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS AS TO THE REPORTS BY THE CHIEF EXECUTIVE OFFICER, THE AUDIT AND CORPORATE PRACTICES COMMITTEE, THE ACCOUNTING POLICIES ...(due to space limits, see proxy material for full proposal). Management Against   None    
2. PROPOSAL OF ALLOCATION OF PROFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019. Management Against   None    
3. PRESENTATION OF THE BOARD OF DIRECTORS' REPORT ON THE PROCEDURES AND APPROVALS PURSUANT TO WHICH THE REPURCHASE OF CEMEX'S SHARES WAS INSTRUCTED FOR THE 2019 BUSINESS YEAR. Management Against   None    
4. THE PROPOSAL TO DETERMINE THE AMOUNT OF A RESERVE FOR THE ACQUISITION OF CEMEX'S SHARES OR OTHER INSTRUMENTS REPRESENTING SUCH SHARES. Management Against   None    
5A. PROPOSALS TO DECREASE THE CAPITAL STOCK IN ITS VARIABLE PART BY: (A) CANCELING THE CEMEX SHARES REPURCHASED IN 2019 UNDER CEMEX'S SHARE REPURCHASE PROGRAM. Management Against   None    
5B. PROPOSALS TO DECREASE THE CAPITAL STOCK IN ITS VARIABLE PART BY: (B)CANCELING THE CEMEX TREASURY SHARES RELATED TO THE ISSUANCE OF CEMEX'S MANDATORILY CONVERTIBLE NOTES ISSUED IN DECEMBER 2009 AND THAT MATURED IN NOVEMBER 2019. Management Against   None    
5C. PROPOSALS TO DECREASE THE CAPITAL STOCK IN ITS VARIABLE PART BY: (C) CANCELING ANY CEMEX TREASURY SHARES RELATED TO THE ISSUANCE OF CEMEX'S OPTIONAL CONVERTIBLE NOTES, ISSUED IN MAY 2015 AND THAT WILL MATURE IN MARCH 2020, WHICH REMAIN IN CEMEX'S TREASURY AFTER THE MARCH 2020 DUE DATE. Management Against   None    
6. APPOINTMENT OF MEMBERS, PRESIDENT AND SECRETARY OF THE BOARD OF DIRECTORS, AND OF MEMBERS AND PRESIDENTS, RESPECTIVELY, OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY COMMITTEES. Management Against   None    
7. COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY COMMITTEES. Management Against   None    
8. APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING. Management Against   None    
CARNIVAL CORPORATION
Security 143658300             Meeting Type Annual
Ticker Symbol CCL             Meeting Date 06-Apr-2020
ISIN PA1436583006             Agenda 935131564 - Management
Record Date 06-Feb-2020             Holding Recon Date 06-Feb-2020
City / Country   / United States         Vote Deadline Date 03-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
2. To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
3. To re-elect Jason Glen Cahilly as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
4. To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
5. To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
6. To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
7. To re-elect Katie Lahey as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
8. To re-elect Sir John Parker as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
9. To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
10. To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
11. To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc. Management Against   For Against  
12. To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies). Management Against   For Against  
13. To hold a (non-binding) advisory vote to approve the Carnival plc Directors' Remuneration Report (other than the Carnival plc Directors' Remuneration Policy set out in Section B of Part II of the Carnival plc Directors' Remuneration Report) (in accordance with legal requirements applicable to UK Companies). Management Against   For Against  
14. To approve the Carnival plc Directors' Remuneration Policy set out in the Section B of Part II of the Carnival plc Directors' Remuneration Report (in accordance with legal requirements applicable to UK companies). Management Against   For Against  
15. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Carnival Corporation. Management Against   For Against  
16. To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK companies). Management Against   For Against  
17. To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2019 (in accordance with legal requirements applicable to UK companies). Management Against   For Against  
18. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). Management Against   For Against  
19. To approve the disapplication of pre- emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). Management Against   For Against  
20. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs). Management For   For For  
21. To approve the Carnival Corporation 2020 Stock Plan. Management Against   For Against  
22. To approve the Carnival plc UK Employee Share Purchase Plan. Management Against   For Against  
LENNAR CORPORATION
Security 526057104             Meeting Type Annual
Ticker Symbol LEN             Meeting Date 07-Apr-2020
ISIN US5260571048             Agenda 935133001 - Management
Record Date 10-Feb-2020             Holding Recon Date 10-Feb-2020
City / Country   / United States         Vote Deadline Date 06-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Rick Beckwitt Management Against   For Against  
1B. Election of Director: Irving Bolotin Management Against   For Against  
1C. Election of Director: Steven L. Gerard Management Against   For Against  
1D. Election of Director: Tig Gilliam Management Against   For Against  
1E. Election of Director: Sherrill W. Hudson Management Against   For Against  
1F. Election of Director: Jonathan M. Jaffe Management Against   For Against  
1G. Election of Director: Sidney Lapidus Management Against   For Against  
1H. Election of Director: Teri P. McClure Management Against   For Against  
1I. Election of Director: Stuart Miller Management Against   For Against  
1J. Election of Director: Armando Olivera Management Against   For Against  
1K. Election of Director: Jeffrey Sonnenfeld Management Against   For Against  
1L. Election of Director: Scott Stowell Management Against   For Against  
2. Approve, on an advisory basis, the compensation of our named executive officers. Management Against   For Against  
3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2020. Management For   For For  
GRUPO AEROPORTUARIO DEL SURESTE SA DE CV
Security 40051E202             Meeting Type Annual
Ticker Symbol ASR             Meeting Date 23-Apr-2020
ISIN US40051E2028             Agenda 935179805 - Management
Record Date 23-Mar-2020             Holding Recon Date 23-Mar-2020
City / Country   / United States         Vote Deadline Date 17-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law ("Ley del Mercado de Valores"), accompanied by the independent auditor's report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors' opinion of the content of such report. Management For   None    
1B Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. Management For   None    
1C Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. Management For   None    
1D Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. Management For   None    
1E Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company's subsidiaries. Management For   None    
1F Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law ("Ley del Impuesto sobre la Renta"). Management For   None    
2A Proposal for increase of the legal reserve by Ps. 274,126,438.75 Management For   None    
2B Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty- one cents, Mexican legal tender) for each of the ordinary "B" and "BB" Series shares. Management For   None    
2C Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. Management For   None    
3A Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. Management For   None    
3BA Appointment to the Board of Director: Fernando Chico Pardo (President) Management For   None    
3BB Appointment to the Board of Director: José Antonio Pérez Antón Management For   None    
3BC Appointment to the Board of Director: Luis Chico Pardo Management For   None    
3BD Appointment to the Board of Director: Aurelio Pérez Alonso Management For   None    
3BE Appointment to the Board of Director: Rasmus Christiansen Management For   None    
3BF Appointment to the Board of Director: Francisco Garza Zambrano Management For   None    
3BG Appointment to the Board of Director: Ricardo Guajardo Touché Management For   None    
3BH Appointment to the Board of Director: Guillermo Ortiz Martínez Management For   None    
3BI Appointment to the Board of Director: Bárbara Garza Lagüera Gonda Management For   None    
3BJ Appointment to the Board of Director: Rafael Robles Miaja (Secretary) Management For   None    
3BK Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) Management For   None    
3C1 Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché Management For   None    
3D1 Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) Management For   None    
3D2 Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón Management For   None    
3D3 Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda Management For   None    
3E1 Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) Management For   None    
3E2 Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) Management For   None    
3E3 Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) Management For   None    
3E4 Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) Management For   None    
3E5 Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) Management For   None    
4A Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales Management For   None    
4B Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja Management For   None    
4C Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona Management For   None    
AMERICA MOVIL, S.A.B. DE C.V.
Security 02364W105             Meeting Type Annual
Ticker Symbol AMX             Meeting Date 24-Apr-2020
ISIN US02364W1053             Agenda 935186812 - Management
Record Date 06-Apr-2020             Holding Recon Date 06-Apr-2020
City / Country   / United States         Vote Deadline Date 21-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
I Appointment or, as the case may be, reelection of the members of the Board of Directors of the Company that the holders of the Series "L" shares are entitled to appoint. Adoption of resolutions thereon. Management For   None    
II Appointment of delegates to execute, and if, applicable, formalize the resolutions adopted by the meeting. Adoption of resolutions thereon. Management For   None    
SEABOARD CORPORATION
Security 811543107             Meeting Type Annual
Ticker Symbol SEB             Meeting Date 27-Apr-2020
ISIN US8115431079             Agenda 935144004 - Management
Record Date 26-Feb-2020             Holding Recon Date 26-Feb-2020
City / Country   / United States         Vote Deadline Date 24-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. DIRECTOR Management          
  1 Steven J. Bresky For   For For  
  2 David A. Adamsen For   For For  
  3 Douglas W. Baena For   For For  
  4 Edward I. Shifman Jr. For   For For  
  5 Paul M. Squires For   For For  
2. Ratify the appointment of KPMG LLP as independent auditors of the Company. Management For   For For  
3. Advisory vote to approve the compensation of Seaboard's named executive officers, as disclosed in Seaboard's proxy statement for the 2020 Annual Meeting of Stockholders. Management For   For For  
4. A stockholder proposal, if introduced at the meeting, requiring removal of a plurality of vote standard for uncontested director elections as described in the accompanying proxy statement. Shareholder For   Against Against  
FRESH DEL MONTE PRODUCE INC.
Security G36738105             Meeting Type Annual
Ticker Symbol FDP             Meeting Date 28-Apr-2020
ISIN KYG367381053             Agenda 935145981 - Management
Record Date 02-Mar-2020             Holding Recon Date 02-Mar-2020
City / Country   / United States         Vote Deadline Date 27-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. Election of director for a three-year term expiring at the 2023 Annual General Meeting of Shareholders: Michael J. Berthelot Management For   For For  
2. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2021. Management For   For For  
3. Approve, by non-binding advisory vote the compensation of our named executive officers in 2019. Management Against   For Against  
GRUPO TELEVISA, S.A.B.
Security 40049J206             Meeting Type Annual
Ticker Symbol TV             Meeting Date 28-Apr-2020
ISIN US40049J2069             Agenda 935187131 - Management
Record Date 23-Mar-2020             Holding Recon Date 23-Mar-2020
City / Country   / United States         Vote Deadline Date 22-Apr-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
L1 Appointment and/or ratification, as the case may be, of the members of the Board of Directors to be appointed at this meeting pursuant to articles Twenty Sixth, Twenty Seventh and other applicable articles of the corporate By-Laws. Management For   None    
L2 Appointment of special delegates to formalize the resolutions adopted at the meeting. To vote on the next (1) General Ordinary Series A and B Shareholders Meeting; (2) Special Series D Shareholders Meeting, Shareholders must be Mexican nationals or Mexican corporations, whose by-laws exclude foreign ownership of their shares. Management For   None    
D1 Appointment and/or ratification, as the case may be, of the members of the Board of Directors to be appointed at this meeting pursuant to articles Twenty Sixth, Twenty Seventh and other applicable articles of the corporate By-Laws. Management For   None    
D2 Appointment of special delegates to formalize the resolutions adopted at the meeting. Management For   None    
1 Presentation and, in its case, approval of the reports referred to in Article 28, paragraph IV of the Securities Market Law, including the financial statements for the year ended on December 31, 2019 and resolutions regarding the actions taken by the Board of Directors, the Committees and the Chief Executive Officer of the Company. Management For   None    
2 Presentation of the report regarding certain fiscal obligations of the Company, pursuant to the applicable legislation. Management For   None    
3 Resolution regarding the allocation of results for the fiscal year ended on December 31, 2019. Management For   None    
4 Resolution regarding (i) the amount that may be allocated to the repurchase of shares of the Company pursuant to article 56, paragraph IV of the Securities Market Law; and (ii) the report on the policies and resolutions adopted by the Board of Directors of the Company, regarding the acquisition and sale of such shares. Management For   None    
5 Appointment and/or ratification, as the case may be, of the members that shall conform the Board of Directors, the Secretary and Officers of the Company. Management For   None    
6 Appointment and/or ratification, as the case may be, of the members that shall conform the Executive Committee. Management For   None    
7 Appointment and/or ratification, as the case may be, of the Chairman of the Audit Committee. Management For   None    
8 Appointment and/or ratification, as the case may be, of the Chairman of the Corporate Practices Committee. Management For   None    
9 Compensation to the members of the Board of Directors, of the Executive Committee, of the Audit Committee and of the Corporate Practices Committee, as well as to their corresponding Secretaries. Management Against   None    
10 Appointment of special delegates to formalize the resolutions adopted at the meeting. Management For   None    
BANCO LATINOAMERICANO DE COMERCIO EXT.
Security P16994132             Meeting Type Annual
Ticker Symbol BLX             Meeting Date 29-Apr-2020
ISIN PAP169941328             Agenda 935164070 - Management
Record Date 23-Mar-2020             Holding Recon Date 23-Mar-2020
City / Country   / Panama         Vote Deadline Date 28-Apr-2020
SEDOL(s)         Quick Code  
                           
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. To approve the Bank's audited consolidated financial statements for the fiscal year ended December 31, 2019. Management For   For For  
2. To ratify the appointment of KPMG as the Bank's independent registered public accounting firm for the fiscal year ending December 31, 2020. Management For   For For  
3A. Election of Class E Director: Mario Covo Management For   For For  
4. To approve, on an advisory basis, the compensation of the Bank's executive officers. Management Against   For Against  
5. To amend Article 12 of the Bank's Articles of Incorporation to delete a provision that requires that the Board always nominate the Chief Executive Officer as one of the two Directors to be elected by the holders of all of the common shares. Management For   For For  
VULCAN MATERIALS COMPANY
Security 929160109             Meeting Type Annual
Ticker Symbol VMC             Meeting Date 08-May-2020
ISIN US9291601097             Agenda 935151554 - Management
Record Date 11-Mar-2020             Holding Recon Date 11-Mar-2020
City / Country   / United States         Vote Deadline Date 07-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Melissa H. Anderson Management For   For For  
1B. Election of Director: O. B. Grayson Hall, Jr. Management For   For For  
1C. Election of Director: James T. Prokopanko Management For   For For  
1D. Election of Director: George Willis Management For   For For  
2. Approval, on an advisory basis, of the compensation of our named executive officers. Management Against   For Against  
3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. Management For   For For  
POPULAR, INC.
Security 733174700             Meeting Type Annual
Ticker Symbol BPOP             Meeting Date 12-May-2020
ISIN PR7331747001             Agenda 935159904 - Management
Record Date 13-Mar-2020             Holding Recon Date 13-Mar-2020
City / Country   / United States         Vote Deadline Date 11-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A) Election of Class 3 Director for a three-year term: Ignacio Alvarez Management For   For For  
1B) Election of Class 3 Director for a three-year term: María Luisa Ferré Management For   For For  
1C) Election of Class 3 Director for a three-year term: C. Kim Goodwin Management For   For For  
2) To approve an amendment to Article SEVENTH of Popular, Inc.'s Restated Certificate of Incorporation to declassify the Board of Directors by the 2023 Annual Meeting of Shareholders. Management For   For For  
3) To approve an Amendment to the first sentence of Article SEVENTH of Popular, Inc.'s Restated Certificate of Incorporation to reduce the minimum and maximum amount of members comprising the Board of Directors. Management For   For For  
4) To approve an amendment to Article NINTH of Popular, Inc.'s Restated Certificate of Incorporation to eliminate supermajority vote requirements. Management For   For For  
5) Adoption of the Popular, Inc. 2020 Omnibus Incentive Plan. Management Against   For Against  
6) Approve, on an advisory basis, the Corporation's executive compensation. Management Against   For Against  
7) To ratify the appointment of PricewaterhouseCoopers LLP as Popular, Inc.'s independent registered public accounting firm for 2020. Management For   For For  
8) To approve the adjournment or postponement of the meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes to approve Proposals 2, 3, 4 and 5. Management For   For For  
MARRIOTT VACATIONS WORLDWIDE CORPORATION
Security 57164Y107             Meeting Type Annual
Ticker Symbol VAC             Meeting Date 12-May-2020
ISIN US57164Y1073             Agenda 935161240 - Management
Record Date 16-Mar-2020             Holding Recon Date 16-Mar-2020
City / Country   / United States         Vote Deadline Date 11-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. DIRECTOR Management          
  1 C.E. Andrews For   For For  
  2 William W. McCarten For   For For  
  3 William J. Shaw For   For For  
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its 2020 fiscal year. Management For   For For  
3. Advisory vote to approve named executive officer compensation. Management Against   For Against  
4. Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan. Management Against   For Against  
CARIBBEAN UTILITIES COMPANY, LTD.
Security G1899E146             Meeting Type Annual
Ticker Symbol CUPUF             Meeting Date 14-May-2020
ISIN KYG1899E1465             Agenda 935178714 - Management
Record Date 16-Mar-2020             Holding Recon Date 16-Mar-2020
City / Country   / Cayman Islands         Vote Deadline Date 11-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1 DIRECTOR Management          
  1 Jennifer P. Dilbert For   For For  
  2 Sheree L. Ebanks For   For For  
  3 Woodrow S. Foster For   For For  
  4 Sophia Harris For   For For  
  5 R. Scott Hawkes For   For For  
  6 J. F. Richard Hew For   For For  
  7 Mark Macfee For   For For  
  8 Eddinton M. Powell For   For For  
  9 David E. Ritch For   For For  
  10 Gary J. Smith For   For For  
  11 Peter A. Thomson For   For For  
  12 Lynn R. Young For   For For  
2 Appointment of Deloitte LLP as Auditors. Management For   For For  
3 Increase in the Reserve of Class A Shares for issuance pursuant to the Share Purchase Plan. Management Withheld   For Against  
MARTIN MARIETTA MATERIALS, INC.
Security 573284106             Meeting Type Annual
Ticker Symbol MLM             Meeting Date 14-May-2020
ISIN US5732841060             Agenda 935196736 - Management
Record Date 06-Mar-2020             Holding Recon Date 06-Mar-2020
City / Country   / United States         Vote Deadline Date 13-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Dorothy M. Ables Management For   For For  
1B. Election of Director: Sue W. Cole Management For   For For  
1C. Election of Director: Smith W. Davis Management For   For For  
1D. Election of Director: John J. Koraleski Management For   For For  
1E. Election of Director: C. Howard Nye Management For   For For  
1F. Election of Director: Laree E. Perez Management For   For For  
1G. Election of Director: Thomas H. Pike Management For   For For  
1H. Election of Director: Michael J. Quillen Management For   For For  
1I. Election of Director: Donald W. Slager Management For   For For  
1J. Election of Director: David C. Wajsgras Management For   For For  
2. Ratification of appointment of PricewaterhouseCoopers as independent auditors. Management For   For For  
3. Approval, by a non-binding advisory vote, of the compensation of Martin Marietta Materials, Inc.'s named executive officers. Management Against   For Against  
MASTEC, INC.
Security 576323109             Meeting Type Annual
Ticker Symbol MTZ             Meeting Date 15-May-2020
ISIN US5763231090             Agenda 935168965 - Management
Record Date 12-Mar-2020             Holding Recon Date 12-Mar-2020
City / Country   / United States         Vote Deadline Date 14-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. DIRECTOR Management          
  1 Ernst N. Csiszar For   For For  
  2 Julia L. Johnson For   For For  
  3 Jorge Mas For   For For  
2. Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2020. Management For   For For  
3. Approval of a non-binding advisory resolution regarding the compensation of our named executive officers. Management Against   For Against  
NEXTERA ENERGY, INC.
Security 65339F101             Meeting Type Annual
Ticker Symbol NEE             Meeting Date 21-May-2020
ISIN US65339F1012             Agenda 935172661 - Management
Record Date 23-Mar-2020             Holding Recon Date 23-Mar-2020
City / Country   / United States         Vote Deadline Date 20-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Sherry S. Barrat Management Against   For Against  
1B. Election of Director: James L. Camaren Management Against   For Against  
1C. Election of Director: Kenneth B. Dunn Management Against   For Against  
1D. Election of Director: Naren K. Gursahaney Management Against   For Against  
1E. Election of Director: Kirk S. Hachigian Management Against   For Against  
1F. Election of Director: Toni Jennings Management Against   For Against  
1G. Election of Director: Amy B. Lane Management Against   For Against  
1H. Election of Director: David L. Porges Management Against   For Against  
1I. Election of Director: James L. Robo Management Against   For Against  
1J. Election of Director: Rudy E. Schupp Management Against   For Against  
1K. Election of Director: John L. Skolds Management Against   For Against  
1L. Election of Director: William H. Swanson Management Against   For Against  
1M. Election of Director: Darryl L. Wilson Management Against   For Against  
2. Ratification of appointment of Deloitte & Touche LLP as NextEra Energy's independent registered public accounting firm for 2020 Management For   For For  
3. Approval, by non-binding advisory vote, of NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement Management Against   For Against  
4. A proposal entitled "Political Contributions Disclosure" to request semiannual reports disclosing political contribution policies and expenditures Shareholder For   Against Against  
5. A proposal entitled "Right to Act by Written Consent" to request action by written consent of shareholders Shareholder Against   Against For  
FIRST BANCORP
Security 318672706             Meeting Type Annual
Ticker Symbol FBP             Meeting Date 22-May-2020
ISIN PR3186727065             Agenda 935174374 - Management
Record Date 01-Apr-2020             Holding Recon Date 01-Apr-2020
City / Country   / United States         Vote Deadline Date 21-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Juan Acosta Reboyras Management Against   For Against  
1B. Election of Director: Aurelio Alemàn Management Against   For Against  
1C. Election of Director: Luz A. Crespo Management Against   For Against  
1D. Election of Director: Tracey Dedrick Management Against   For Against  
1E. Election of Director: Daniel E. Frye Management Against   For Against  
1F. Election of Director: Robert T. Gormley Management Against   For Against  
1G. Election of Director: John A. Heffern Management Against   For Against  
1H. Election of Director: Roberto R. Herencia Management Against   For Against  
1I. Election of Director: José Menéndez- Cortada Management Against   For Against  
2. To approve on a non-binding basis the 2019 compensation of First BanCorp's named executive officers. Management Against   For Against  
3. To ratify the appointment of Crowe LLP as our independent registered public accounting firm for our 2020 fiscal year. Management For   For For  
EVERTEC, INC.
Security 30040P103             Meeting Type Annual
Ticker Symbol EVTC             Meeting Date 28-May-2020
ISIN PR30040P1032             Agenda 935171710 - Management
Record Date 31-Mar-2020             Holding Recon Date 31-Mar-2020
City / Country   / Puerto Rico         Vote Deadline Date 27-May-2020
SEDOL(s)         Quick Code  
                           
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: Frank G. D'Angelo Management Abstain   For Against  
1B. Election of Director: Morgan M. Schuessler, Jr. Management Abstain   For Against  
1C. Election of Director: Olga Botero Management Abstain   For Against  
1D. Election of Director: Jorge A. Junquera Management Abstain   For Against  
1E. Election of Director: Iván Pagán Management Abstain   For Against  
1F. Election of Director: Aldo J. Polak Management Abstain   For Against  
1G. Election of Director: Alan H. Schumacher Management Abstain   For Against  
1H. Election of Director: Brian J. Smith Management Abstain   For Against  
1I. Election of Director: Thomas W. Swidarski Management Abstain   For Against  
2. Advisory Vote on Executive Compensation. Management Against   For Against  
3. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm. Management For   For For  
ROYAL CARIBBEAN CRUISES LTD.
Security V7780T103             Meeting Type Annual
Ticker Symbol RCL             Meeting Date 28-May-2020
ISIN LR0008862868             Agenda 935192853 - Management
Record Date 06-Apr-2020             Holding Recon Date 06-Apr-2020
City / Country   / United States         Vote Deadline Date 27-May-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Director: John F. Brock Management Against   For Against  
1B. Election of Director: Richard D. Fain Management Against   For Against  
1C. Election of Director: Stephen R. Howe, Jr. Management Against   For Against  
1D. Election of Director: William L. Kimsey Management Against   For Against  
1E. Election of Director: Maritza G. Montiel Management Against   For Against  
1F. Election of Director: Ann S. Moore Management Against   For Against  
1G. Election of Director: Eyal M. Ofer Management Against   For Against  
1H. Election of Director: William K. Reilly Management Against   For Against  
1I. Election of Director: Vagn O. Sørensen Management Against   For Against  
1J. Election of Director: Donald Thompson Management Against   For Against  
1K. Election of Director: Arne Alexander Wilhelmsen Management Against   For Against  
2. Advisory approval of the Company's compensation of its named executive officers. Management Against   For Against  
3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020. Management For   For For  
4. The shareholder proposal regarding political contributions disclosure. Shareholder For   Against Against  
5. The shareholder proposal regarding independent chair of the Board of Directors. Shareholder For   Against Against  
ERA GROUP INC.
Security 26885G109             Meeting Type Annual
Ticker Symbol ERA             Meeting Date 11-Jun-2020
ISIN US26885G1094             Agenda 935216576 - Management
Record Date 04-May-2020             Holding Recon Date 04-May-2020
City / Country   / United States         Vote Deadline Date 10-Jun-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1. To approve the issuance of shares of Era Group Inc. ("Era") Common Stock as contemplated by the Agreement and Plan of Merger among Era, Ruby Redux Merger Sub, Inc. (Merger Sub), and Bristow Group Inc. ("Bristow"), pursuant to which Merger Sub will merge with and into Bristow, with Bristow continuing as the surviving corporation and a direct wholly owned subsidiary of Era (the "Merger"). Management For   For For  
2A. Election of Director: Christopher S. Bradshaw Management Against   For Against  
2B. Election of Director: Charles Fabrikant Management Against   For Against  
2C. Election of Director: Anna Fairbanks Management Against   For Against  
2D. Election of Director: Christopher P. Papouras Management Against   For Against  
2E. Election of Director: Yueping Sun Management Against   For Against  
2F. Election of Director: Steven Webster Management Against   For Against  
3. To approve the proposed amendment to the Certificate of Incorporation of Era effecting an increase in the number of authorized shares of Era Common Stock. Management For   For For  
4. To approve the proposed amendment to the Certificate of Incorporation of Era, that would effect, when and if determined by the Era Board prior to the Effective Time a reverse stock split of Era Common Stock prior to the Effective Time at a ratio of one share for every three shares outstanding. Management For   For For  
5. To ratify the selection of Grant Thornton LLP, as the independent registered public accounting firm for the period of time before the consummation of the Merger. Management For   For For  
6. To approve, on an advisory basis, the compensation of our named executive officers. Management Against   For Against  
7. To adjourn or postpone the Era annual meeting if there are insufficient votes to approve proposal 1, 3 or 4 at the time of the Era annual meeting to allow Era to solicit additional proxies in favor of any of such proposals. Management For   For For  
PGT INNOVATIONS, INC.
Security 69336V101             Meeting Type Annual
Ticker Symbol PGTI             Meeting Date 15-Jun-2020
ISIN US69336V1017             Agenda 935218974 - Management
Record Date 27-Apr-2020             Holding Recon Date 27-Apr-2020
City / Country   / United States         Vote Deadline Date 12-Jun-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Class II director, nominated by the Board of Directors, to serve until the 2023 Annual Meeting: Brett N. Milgrim Management Against   For Against  
1B. Election of Class II director, nominated by the Board of Directors, to serve until the 2023 Annual Meeting: Richard D. Feintuch Management Against   For Against  
1C. Election of Class II director, nominated by the Board of Directors, to serve until the 2023 Annual Meeting: Jeffrey T. Jackson Management Against   For Against  
1D. Election of Class II director, nominated by the Board of Directors, to serve until the 2023 Annual Meeting: Frances Powell Hawes Management Against   For Against  
2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2020 fiscal year Management For   For For  
3. To approve the compensation of our Named Executive Officers ("NEOs"), on an advisory basis Management Against   For Against  
NORWEGIAN CRUISE LINE HOLDINGS LTD.
Security G66721104             Meeting Type Annual
Ticker Symbol NCLH             Meeting Date 18-Jun-2020
ISIN BMG667211046             Agenda 935196673 - Management
Record Date 01-Apr-2020             Holding Recon Date 01-Apr-2020
City / Country   / United States         Vote Deadline Date 17-Jun-2020
SEDOL(s)         Quick Code  
Item Proposal   Proposed by Vote Management Recommendation For/Against Management
1A. Election of Class I Director: David M. Abrams Management Against   For Against  
1B. Election of Class I Director: John W. Chidsey Management Against   For Against  
1C. Election of Class I Director: Russell W. Galbut Management Against   For Against  
2. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers Management Against   For Against  
3. Approval, on a non-binding, advisory basis, of the frequency of future shareholder votes on the compensation of our named executive officers Management 1 Year   1 Year For  
4. Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the year ending December 31, 2020 and the determination of PwC's remuneration by our Audit Committee Management For   For For  

 

 

 

 

 

 

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) The Herzfeld Caribbean Basin Fund, Inc.  
     
By (Signature and Title)* /s/ Erik M. Herzfeld - President  
     
Date August 14, 2020  

 

* Print the name and title of each signing officer.
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