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Name of Fund:
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High Income Securities Fund. (PCF)
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Period:
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July 2020 - June 2021
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Company Name
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Meeting Date
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CUSIP
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Ticker
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B Riley Principal Merger Corp II
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11/12/2020
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05600U106
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BMRG
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Vote
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Management Recommended Vote
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Proposal
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Propose by issuer or shareholder
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For
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For
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1. The Business Combination Proposal — approve and adopt the Agreement and Plan of Merger, dated as of September 7, 2020 (as the same may be amended from
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Issuer
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time to time, the “Merger Agreement”), by and among B. Riley Principal Merger Corp. II (the “Company”), BMRG Merger Sub, LLC, a wholly-owned subsidiary
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of the Company (“Merger Sub I”), BMRG Merger Sub II, LLC, a wholly-owned subsidiary of the Company (“Merger Sub II”), Eos Energy Storage LLC (“Eos”), New
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Eos Energy LLC, a wholly-owned subsidiary of Eos (“Newco”) and AltEnergy Storage VI, LLC (“AltEnergy”), in its capacity as securityholder representative,
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pursuant to which Merger Sub I will merge with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I will cease, and
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Newco will continue as the surviving company (such company, in its capacity as the surviving company of the First Merger, the “First Surviving Company”)
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and become a wholly owned subsidiary of BMRG; and (2) immediately following the First Merger and as part of the same overall transaction as the First
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Merger, the First Surviving Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),
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whereupon the separate existence of the First Surviving Company will cease, and Merger Sub II will continue as the surviving company (Merger Sub II, in
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its capacity as the surviving company of the Second Merger, is sometimes referred to as the “Ultimate Surviving Company”) and a wholly owned subsidiary
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of BMRG, on the terms and subject to the conditions set forth in the Merger Agreement, and approve the other transactions contemplated by the Merger
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Agreement (the “business combination”) (we refer to this proposal as the “business combination proposal”);
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For
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For
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2. The Stock Issuance Proposal — approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the
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Issuer
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purposes of complying with the applicable provisions of Section 312.03 of the Listed Company Manual of the New York Stock Exchange (the “NYSE”), (i)
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the issuance of shares of common stock to the Sellers pursuant to the terms of the Merger Agreement, and (ii) the issuance of shares of common stock to
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B. Riley Financial, Inc. (“B. Riley Financial”) and/or other investors pursuant to the terms of the Equity Commitment Letter or other equity financing
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agreements that may be entered into prior to Closing;
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For
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For
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3. The Charter Amendment Proposal - approve and adopt, assuming the business combination proposal is approved and adopted, the third amended and restated certificate of incorporation of the Company (the "Proposed Charter"), a
copy of which is attached to the accompanying proxy statement as Annex C, which, if approved, would take effect upon the closing of the business combination (the "Closing") (we refer to this proposal as the "charter amendment
proposal").
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Issuer
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For
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For
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4. Advisory Charter Proposal A — to, upon completion of the business combination and the conversion of the Company’s Class B common stock, par value
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Issuer
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$0.0001 per share (“Class B common stock”), into the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), increase the
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authorized capital stock of the Company from 126,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 25,000,000 shares of Class B
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common stock and 1,000,000 shares of preferred stock to 201,000,000 shares, which would consist of 200,000,000 shares of common stock, par value $0.0001
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per share (“common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share, by, on the effective date of the filing of the Proposed
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Charter: (i) reclassifying all Class A common stock as common stock; (ii) reclassifying all Class B common stock as common stock and (iii) creating an
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additional 75,000,000 shares of common stock (we refer to this proposal as “advisory charter proposal A”);
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For
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For
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5. Advisory Charter Proposal B — to change the stockholder vote required for approval of any amendment to Article IV (Capitalization), Article V (Board
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Issuer
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of Directors), Article VI (Bylaws), Article VIII (Limited Liability; Indemnification), Article IX (Corporate Opportunity) and Article X (Amendments) of
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the Proposed Charter or to amend the Company’s bylaws, from the affirmative vote of the holders of at least a majority of the voting power of all then
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outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to the affirmative
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vote of the holders of at least 662/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote generally
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in the election of directors;
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For
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For
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6. Advisory Charter Proposal C - to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company (we
refer to this proposal as "advisory charter proposal C").
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Issuer
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For
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For
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7. Advisory Charter Proposal D - to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between the Company and the other parties thereto
(as defined in the accompanying proxy statement) (the "Director Nomination Agreement") (we refer to this proposal as "advisory charter proposal D").
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Issuer
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For
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For
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8. Advisory Charter Proposal E - to change the classification of the Company's board of directors from two classes to three classes of directors, with each class elected for staggered terms (we refer to this proposal as "advisory
charter proposal E").
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Issuer
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For
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For
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9. Advisory Charter Proposal F - to provide for a waiver of the doctrine of corporate opportunities for (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any person with the
right to designate any such director pursuant to the Director Nomination Agreement (or any of such person's affiliates or its or their respective successors, principals, directors, officers, members, managers or employees) (we refer
to this proposal as "advisory charter proposal F").
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Issuer
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For
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For
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10. Advisory Charter Proposal G — to provide for certain additional changes, including, among other things, (i) changing the post-business combination
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Issuer
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company’s corporate name from “B. Riley Principal Merger Corp. II” to “Eos Energy Enterprises, Inc.” and making the Company’s corporate existence
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perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon the Closing, all of which
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our board of directors believes are necessary to adequately address the needs of the postbusiness combination Company.
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For
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For
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11. The Incentive Plan Proposal - approve and adopt, assuming the condition precedent proposals are approved and adopted, the B. Riley Principal Merger Corp. II 2020 Incentive Plan, a copy of which is attached to the accompanying
proxy statement as Annex E.
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Issuer
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For
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For
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12. The Adjournment Proposal - approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal.
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Issuer
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