BYFC Broadway Financial Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

(Amendment No. 2)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

BROADWAY FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

COMMERCE HOME MORTGAGE, LLC

THE CAPITAL CORPS, LLC

TCC MANAGER, LLC

SUGARMAN ENTERPRISES, INC.

STEVEN A. SUGARMAN

CARLOS SALAS

ANTONIO VILLARAIGOSA

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

DATED JUNE 18, 2020

2020 ANNUAL MEETING OF STOCKHOLDERS

OF

BROADWAY FINANCIAL CORPORATION

Importantly, Mayor and now chairman Villaraigosa’s work within the financial services industry has resulted in building highly profitable organizations driving substantial community impact.

Moreover, Mayor Villaraigosa has a long-standing collaborative relationship with Broadway Financial’s Board and management team (including, for example, in addressing educational needs in Los Angeles’ minority and low-income communities). We are confident he will be an influential and positive voice in helping to redirect Broadway Financial to its community mission and increased profitability and growth.

Mayor Villaraigosa has consented to being named in this Proxy Statement and, if elected, to serve as a director.

THE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS DISTRIBUTED BY THE PARTICIPANTS, ARE AVAILABLE FREE OF CHARGE ONLINE AT [●].

Only holders of record of Broadway Financial’s Voting Common Stock as of the close of business on May 1, 2020 (the “Record Date”) are entitled to a notice of, and to vote at the Annual Meeting or any postponement or adjournment thereof. Stockholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each share of Voting Common Stock of Broadway Financial held on the Record Date.

According to the Company’s Proxy Statement in respect of the Annual Meeting (the “Company Proxy Statement”), there were 19,282,571 shares of Voting Common Stock issued and outstanding as of the Record Date. As of the Record Date, the Participants and their affiliates beneficially owned an aggregate of 1,846,154 shares of Voting Common Stock, which represented approximately 9.57% of the shares of Voting Common Stock issued and outstanding as of the Record Date. The Participants and their affiliates intend to vote such shares of Voting Common Stock FOR the election of the Nominee, to WITHHOLD their votes from the Company’s nominees for director, and to vote AGAINST the Company’s proposal on executive compensation.

VOTE FOR THE NOMINEE BY USING THE ENCLOSED GOLD PROXY TO VOTE TODAY – BY TELEPHONE, BY INTERNET, OR BY MARKING, SIGNING, DATING AND RETURNING THE GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU.

PARTICIPANTS IN SOLICITATION OF PROXIES

In addition to the Nominee, Mayor Villaraigosa, the participants in the solicitation of proxies (the “Participants”) from Stockholders of Broadway Financial consist of the following: Commerce Home Mortgage, LLC (“Commerce Home Mortgage”), a California limited liability company; The Capital Corps, LLC (“Capital”), a California limited liability company; TCC Manager, LLC (“Manager”), a California limited liability company; Sugarman Enterprises, Inc. (“Enterprises”), a California corporation; Steven A. Sugarman, a citizen of the United States; and Carlos Salas, a citizen of the United States. The business address of each of the Participants is 16845 Von Karman Avenue, Suite #200, Irvine CA 92606.

Commerce Home Mortgage directly owns 1,846,154 shares of Voting Common Stock.

Capital directly owns no shares of common stock in the Company (“Shares”). However, as a result of being the wholly-owning direct parent of Commerce Home Mortgage, Capital has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 (“Rule 13d-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Manager directly owns no Shares. However, as a result of being in control of Capital, which wholly owns Commerce Home Mortgage, Manager has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 under the Exchange Act. Pursuant to their internal management structures, Manager retains express, full and exclusive control over the voting and disposition of the shares of Voting Common Stock owned by Commerce Home Mortgage, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

Enterprises directly owns no Shares. However, as a result of being in control of Manager, which controls Capital, which wholly owns Commerce Home Mortgage, Enterprises has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 under the Exchange Act.

Mr. Sugarman directly owns no Shares. However, as a result of wholly-owning Enterprises, which controls Manager, which controls Capital, which wholly owns Commerce Home Mortgage, Mr. Sugarman has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 under the Exchange Act. Mr. Sugarman has an indirect

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interest in a portion of the same 1,846,154 shares of Voting Common Stock already reported above by virtue of an indirect ownership in Capital.

Neither Mr. Salas nor Mr. Villaraigosa own beneficially or of record any securities of Broadway Financial. Mr. Villaraigosa, by virtue of his relationship with Capital, is the beneficial owner of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage. Each of the participants (other than Commerce) named herein and Mr. Villaraigosa disclaims beneficial ownership of any Shares.

Annex A attached hereto sets forth, as to the Nominee and the other Participants, all transactions in securities of Broadway Financial effected during the past two years and their beneficial ownership of securities of Broadway Financial.

With respect to each Participant (including the Nominee), except as set forth herein or in any of the Annexes attached hereto, (i) such Participant is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Broadway Financial, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (ii) neither such Participant nor any of such Participant’s associates have any arrangement or understanding with any person with respect to (A) any future employment by Broadway Financial or its affiliates or (B) any future transactions to which Broadway Financial or any of its affiliates will or may be a party; and (iii) neither such Participant nor any of such Participant’s associates have a direct or indirect material interest in any transaction or series of similar transactions since the beginning of Commerce Home Mortgage’s last fiscal year or any currently proposed transactions or series of similar transactions to which Broadway Financial or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000. No Participant has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the past ten years.

The New York Stock Exchange’s rules, which apply to banks, brokers and other member organizations, do not permit brokers to exercise discretionary voting authority with respect to any proposal on a proxy where there is a contested election, which is the case here. Further, broker non-votes will not count for purposes of calculating whether a quorum is present.

Proposal #1 – Vote FOR the election of Antonio Villaraigosa to the Board

Pursuant to Section 3.4 of the Company’s Bylaws, nominations for director may be made by any stockholder of record entitled to vote at an annual meeting, if such nomination is submitted not less than 60 and not more than 90 days in advance of the date of the previous year’s annual meeting. Since the Company’s 2019 annual meeting was held on June 26, 2019, nominations were timely if submitted by Saturday, April 27, 2020. On April 8, 2020, Commerce Home Mortgage, a record holder of Voting Common Stock, delivery timely notice in accordance with the foregoing, notifying the Company of its nomination of Antonio Villaraigosa and its intend to seek his election at the Annual Meeting. Mayor Villaraigosa, if elected, would serve a three-year term and hold office until the Company’s 2023 annual meeting or until a successor has been duly elected and qualified. Background information on Mayor Villaraigosa is set forth below.

If elected, our Nominee will be a minority of the directors and will not alone be able to adopt resolutions. However, we believe our Nominee will be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing his experience and working constructively with the other Board members, we believe our Nominee will be able to bring about positive change at the Company. That experience includes his activities working as a voice for minority and low-income communities and strategically in the Company’s industry. In particular:

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Commerce Home Mortgage has an interest in the election of directors at the Annual Meeting indirectly through the beneficial ownership of Voting Common Stock, as described above. The Nominee will not receive any compensation from any of the Participants or any of their affiliates in connection with this proxy solicitation.

The Nominee currently qualifies to be an “independent director” under the independence requirements of The Nasdaq Stock Market LLC or the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended.

ANTONIO VILLARAIGOSA, age 67

Mayor Villaraigosa is a proven public executive who presided as Mayor of the City of Los Angeles from 2005 to 2013, when he entered the private sector as a Strategic Advisor for the Banc of California Inc. and later joined The Capital Corps, LLC, where he currently serves as its Chairman. Mayor Villaraigosa has a proven track record of finding solutions for the Los Angeles community and working with financial services businesses to fulfill this purpose. Mayor Villaraigosa has advised a highly successful bank in the execution of its growth and profitability initiatives in the same market as Broadway. He has also helped to launch and grow as its chairman a successful consumer lender that itself is a CDFI, which over the past three years has grown originations from zero to an annual run-rate of over $5 billion. Importantly, Mayor and now chairman Villaraigosa’s work within the financial services industry has resulted in building highly profitable organizations driving substantial community impact.

Moreover, Mayor Villaraigosa has a long-standing collaborative relationship with the Company’s Board and management team (including, for example, in addressing educational needs in Los Angeles’ minority and low-income communities). We are confident he will be an influential and positive voice in helping to redirect Broadway Financial to its community mission and increased profitability and growth. You may use this gold proxy card to vote for, or withhold your vote from, Antonio Villaraigosa. The Participants intend to, and recommend that you, vote FOR Antonio Villaraigosa.

WITHHOLDING your vote from Messrs. Roberts and Medina will send a strong message to the Board that the Company’s current direction is untenable. Stockholders wishing to express their disappointment with longstanding and ineffective Board members, Messrs. Roberts and Medina, and the Company’s adoption of an anti-takeover defense provision without shareholder consent, should be sure to WITHHOLD their vote from the Company’s two nominees, in line with the ISS recommendation.

In the event you return the gold proxy card, then you will not be able to vote for any of the Company’s nominees in Proposal #2 (and accordingly, if you vote FOR Antonio Villaraigosa, you would only be voting for one of the two director seats).

Proposal #5 – Advisory (Non-Binding) Vote on Frequency of Advisory Vote on Executive Compensation

According to the Company Proxy Statement, the Company will also solicit proxies with respect to a vote providing Stockholders with the opportunity to cast an advisory vote on whether the advisory vote on executive compensation should be held – every one, two, or three years (say-when-on-pay). Please refer to the Company Proxy Statement for a discussion of such proposal. You use this gold proxy card to vote for 1 year, 2 years, 3 years, or abstain from voting on Proposal 5. The Participants intend to vote, and recommend that you vote for “1 YEAR” as the frequency for future advisory votes on executive compensation arrangements.

Other Proposals

The Participants and their affiliates know of no other business to be presented at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is intended that the persons named on the enclosed GOLD proxy card will vote that proxy on such other matters in accordance with their judgment.

Voting Procedures

According to the Company Proxy Statement, the Company’s Bylaws and applicable law, holders of shares of Broadway Financial’s Voting Common Stock, at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Each share of Voting Common Stock outstanding on the Record Date is entitled to one vote on each matter presented at the Annual Meeting.

According to the Company Proxy Statement, the Company’s Bylaws and applicable law, a plurality of votes cast by holders of shares of Voting Common Stock will be required for the election of directors. Plurality means that the individuals who receive the largest number of votes cast are elected as directors, up to the maximum number of directors to be chosen at the meeting.

Consequently, any shares of Voting Common Stock that are withheld or otherwise not voted have no impact in the election of directors (and will not be counted either for or against the election of nominees). In addition, any Shares of Voting Common Stock not voted (whether by abstention or broker non-vote) with respect to proposal #3 (the advisory vote against the Company’s executive compensation proposal), proposal # 4 (the ratification of appointment of the independent registered public accounting firm), or proposal #5 (advisory vote on frequency of advisory vote on executive compensation) will have no effect on the voting on such proposal.

A quorum must be present, in person or by proxy, in order for the Company to hold the Annual Meeting. A quorum is the presence by person or by proxy of a majority of the shares of Voting Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The shares of Voting Common Stock represented by a proxy marked “withhold” or “abstain” will be considered present at the Annual Meeting for purposes of determining a quorum.

If you hold your shares of Voting Common Stock through a bank, broker or other nominee and do not provide voting instructions to the record holder of the shares of Voting Common Stock, your shares of Voting Common Stock will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote. In this case, a “broker non-vote” occurs. Shares of Voting Common Stock constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether Stockholders have approved a matter. The New York Stock Exchange’s rules, which apply to banks, brokers and other member organizations, do not permit brokers to exercise discretionary voting authority with respect to any proposal on a proxy where there is a contested election, which is the case here. Further, broker non-votes will not count for purposes of calculating whether a quorum is present. If your shares of Voting Common Stock are held in street name, your broker or nominee has enclosed a voting instruction card with this Proxy Statement. We strongly encourage you to vote your shares of Voting Common Stock by following the instructions provided on the voting instruction card.

According to the Company Proxy Statement, the Company’s Bylaws and applicable law, the Stockholder vote on Proposals 3 (Advisory (Non-Binding) Vote to Approve Executive Compensation), 4 (Ratification of Appointment of Independent Registered Public Accounting Firm), and 5 (Advisory (Non-Binding) Vote on

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Frequency of Advisory Vote on Executive Compensation) require the affirmative vote of a majority of the shares of Voting Common Stock voting on the matter. Accordingly, abstentions and broker non-votes will not have any effect in the voting on these proposals.

As explained in the detailed instructions on your GOLD proxy card, there are four ways you may vote. You may:

To submit a proxy with voting instructions by telephone please call the telephone number listed on the GOLD proxy card. Proxies may also be submitted over the Internet. Please refer to the GOLD proxy card for the website information. In each case, Stockholders will be required to provide the unique control number which has been printed on each Stockholder’s GOLD proxy card. In addition to the instructions that appear on the GOLD proxy card, step-by-step instructions will be provided by a recorded telephone message for those Stockholders submitting proxies by telephone, or at the designated website for those Stockholders submitting proxies over the Internet. Stockholders submitting their proxies with voting instructions by telephone or over the Internet will receive confirmation on the telephone that their vote by telephone was successfully submitted, and may provide an email address for confirmation that their vote by Internet was successfully submitted.

Whether or not you are able to attend the Annual Meeting, you are urged to complete the enclosed GOLD proxy and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted.

If you specify a choice with respect to any item by marking the appropriate box on the proxy, the shares of Voting Common Stock will be voted in accordance with that specification. IF NO SPECIFICATION IS MADE, THE SHARES OF VOTING COMMON STOCK WILL BE VOTED (I) “FOR” ANTONIO VILLARAIGOSA FOR DIRECTOR; (II) AS A “WITHHOLD” FROM MESSRS. ROBERTS AND MEDINA FOR DIRECTOR; (III) “FOR” THE ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION; (IV) “FOR” THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; (V) FOR “1 YEAR” ON THE ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION; AND (VI) IN THE PROXY HOLDER’S DISCRETION AS TO OTHER MATTERS AS TO WHICH WE HAVE NO KNOWLEDGE AS OF THE DATE HEREOF AND THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. WE HAVE NO KNOWLEDGE OF ANY SUCH MATTER.

If you have any questions or require any assistance in executing your proxy, please call:

MACKENZIE PARTNERS, INC.

1407 Broadway

New York, New York 10018

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

Toll-Free: (800) 322-2885

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PROXY PROCEDURES

IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR USE THE GOLD PROXY CARD TO VOTE BY TELEPHONE OR INTERNET.

The accompanying GOLD proxy card will be voted at the Annual Meeting in accordance with your instructions on such card.

Only holders of record as of the close of business on the Record Date will be entitled to vote. If you were a Stockholder of record on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell such shares of Voting Common Stock after the Record Date. Accordingly, it is important that you vote the shares of Voting Common Stock held by you on the Record Date, or grant a proxy to vote such shares of Voting Common Stock on the GOLD proxy card, even if you sell such shares of Voting Common Stock after the Record Date.

IF YOUR SHARES OF VOTING COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES OF VOTING COMMON STOCK AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.

ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF THE GOLD PROXY CARD AS SOON AS POSSIBLE.

REVOCATION OF PROXIES

Any Stockholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual Meeting by:

Although a revocation is effective if delivered to Broadway Financial, the Participants request that either the original or a copy of any revocation be mailed to them, c/o Mackenzie Partners, Inc., 1407 Broadway, New York, New York 10018, so that the Participants will be aware of all revocations.

IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO BROADWAY FINANCIAL, WE URGE YOU TO REVOKE IT BY (1) MARKING, SIGNING, DATING AND RETURNING THE GOLD PROXY CARD, (2) INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES OF VOTING COMMON STOCK VOTED WITH RESPECT TO THE GOLD PROXY CARD, (3) ATTENDING THE ANNUAL MEETING (WHICH WILL BE HELD ONLINE LIVE VIA WEBCAST) AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE PARTICIPANTS OR TO THE CORPORATE SECRETARY OF THE COMPANY.

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To facilitate timely receipt of your proxy despite any potential systems disruption due to coronavirus (COVID-19), we encourage you to vote by telephone or via the Internet following the instructions set forth on the enclosed GOLD proxy card TODAY.

COST AND METHOD OF SOLICITATION

Commerce Home Mortgage has retained Mackenzie Partners, Inc. (the “Proxy Solicitor”) to conduct the solicitation, for which the Proxy Solicitor is to receive a fee of up to $50,000, plus expenses.

Commerce Home Mortgage has agreed to indemnify the Proxy Solicitor against certain liabilities and expenses, including certain liabilities under the federal securities laws. Insofar as indemnification for liabilities arising under the federal securities laws may be permitted to the Proxy Solicitor pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy and is therefore unenforceable.

Proxies may be solicited by mail, courier services, Internet, advertising, telephone or telecopier or in person. It is anticipated that the Proxy Solicitor will employ up to 15 persons to solicit proxies from Broadway Financial Stockholders for the Annual Meeting. The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately [●] to date, and is estimated to be [●] in total.

The Participants will pay all costs associated with this solicitation. The Participants do not intend to seek reimbursement for the costs and expenses associated with the proxy solicitation in the event that the Nominee is elected to the Board of Directors of Broadway Financial.

The Participants will pay all costs associated with this solicitation. The Participants do not intend to seek reimbursement for the costs and expenses associated with the proxy solicitation in the event that the Nominee is elected to the Board of Directors of Broadway Financial.

CURRENT LITIGATION

On May 28, 2020, Commerce filed a lawsuit in the Superior Court of California for the County of Los Angeles seeking the Company’s compliance with Commerce’s demand to inspect the Company’s books and records prior to the occurrence of the Company Annual Meeting.

ADDITIONAL INFORMATION

We have omitted from this Proxy Statement certain disclosure required by applicable law that is included in the Company Proxy Statement based on reliance on Rule 14a-5(c). This disclosure consists of certain information regarding the securities of Broadway Financial held by Broadway Financial’s directors, management and 5% Shareholders, information concerning executive compensation, and information concerning the date and procedures by which proposals of securityholders intended to be presented at the next annual meeting of the Company must be submitted to Broadway Financial for inclusion in its proxy statement and form of proxy for that meeting. Information concerning the Company, the Company’s shares outstanding as of the Record Date, and the proposals in the Company Proxy Statement including with respect to the Company’s nominees have been taken from, or is based on, the Company Proxy Statement. The Participants take no responsibility for the accuracy or completeness of such information contained in the Company Proxy Statement.

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Annex A

Two Year Summary Table:

The following table indicates the date of each purchase and sale of shares of Voting Common Stock, as well as the exercise of call options, by the Participants within the past two years, and the number of shares in each such purchase and sale.

A-1

PLEASE VOTE TODAY!

SEE REVERSE SIDE

FOR THREE EASY WAYS TO VOTE.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE, AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED

BROADWAY FINANCIAL CORPORATION

2020 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY COMMERCE HOME MORTGAGE, LLC, THE CAPITAL CORPS, LLC, TCC MANAGER, LLC, SUGARMAN ENTERPRISES, INC., STEVEN A SUGARMAN, CARLOS SALAS AND ANTONIO VILLARAIGOSA (COLLECTIVELY, THE “PARTICIPANTS”)

YOUR VOTE IS VERY IMPORTANT – PLEASE SUBMIT YOUR PROXY TODAY

(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)

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YOUR VOTE IS IMPORTANT

Please take a moment now to vote your shares of Broadway Financial Corporation

Voting Common Stock for the upcoming 2020 Annual Meeting of Stockholders.

PLEASE REVIEW THE PROXY STATEMENT AND VOTE TODAY IN ONE OF THREE WAYS:

OR

OR

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE, AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED

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COMMERCE HOME MORTGAGE AND THE OTHER PARTICIPANTS RECOMMEND YOU VOTE (I) FOR ANTONIO VILLARAIGOSA, (II) WITHHOLD FROM MESSRS. ROBERTS AND MEDINA, (III) AGAINST THE COMPANY’S EXECUTIVE COMPENSATION PROPOSAL, (IV) FOR PROPOSAL 4, AND (V) FOR “1 YEAR” FOR PROPOSAL 5.