N-PX 1 BRDQY8_0001356115_2022.txt BRDQY8_0001356115_2022.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-21869 NAME OF REGISTRANT: NexPoint Diversified Real Estate Trust ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 300 Crescent Court Suite 700 Dallas, TX 75201 NAME AND ADDRESS OF AGENT FOR SERVICE: NexPoint Advisors, L.P. 300 Crescent Court Suite 700 Dallas, TX 75201 REGISTRANT'S TELEPHONE NUMBER: 214-276-6300 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2021 - 06/30/2022 NexPoint Diversified Real Estate Trust -------------------------------------------------------------------------------------------------------------------------- AERIE PHARMACEUTICALS, INC. Agenda Number: 935629610 -------------------------------------------------------------------------------------------------------------------------- Security: 00771V108 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: AERI ISIN: US00771V1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR R. Croarkin Mgmt For For P. McDonnell Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, by a non-binding vote, the Mgmt For For compensation of our named executive officers ("say-on-pay"). -------------------------------------------------------------------------------------------------------------------------- CENTRAL PUERTO S.A. Agenda Number: 935586404 -------------------------------------------------------------------------------------------------------------------------- Security: 155038201 Meeting Type: Annual Meeting Date: 29-Apr-2022 Ticker: CEPU ISIN: US1550382014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of two shareholders to sign the Mgmt For minutes. 2. Consideration of the Annual Report and its Mgmt For exhibit, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow, the Notes to the Consolidated Financial Statements and Exhibits, the Individual Statement of Income, the Individual Statement of Comprehensive Income, the Individual Statement of Financial Position, the ...(due to space limits, see proxy material for full proposal). 3. Consideration and destination of retained Mgmt For earnings as of December 31, 2021 (loss of thousand ARS: 733,517) that are proposed to be moved to the next fiscal year. 4. Consideration of the Board of Directors Mgmt For performance during the fiscal year ended December 31, 2021. 5. Consideration of the Statutory Audit Mgmt For Committee performance during the fiscal year ended December 31, 2021. 6. Consideration of the remuneration of the Mgmt For Company's Board of Directors ($23,094,000 assigned amount) for the period ended December 31, 2021, which showed a computable loss in the terms of CNV Regulations. Consideration of the fees advanced payment to the Board of Directors for the period closing next December 31, 2022. 7. Consideration of the remuneration of the Mgmt Abstain members of the Statutory Audit Committee for the fiscal year ended December 31, 2021 and the fee scheme for the period closing next December 31, 2022. 8. Fixing of the number of Deputy Directors Mgmt Abstain and appointment of Directors and Deputy Directors. Continuity of the current Chairman until the appointment by the Board of Directors of the Company. 9. Appointment of the Statutory Audit Mgmt Abstain Committee members and deputy members for the fiscal year closing next December 31, 2022. 10. Consideration of the remuneration of the Mgmt For Company's external accountant regarding the annual accounting documents for the fiscal year 2021. 11. Appointment of the external accountant and Mgmt For of the deputy external accountant for the period closing next December 31, 2022 and the fixing of their remuneration. 12. Approval of the Annual Budget for the Mgmt Abstain functioning of the Supervisory Committee. 13. Granting of authorizations. Mgmt For -------------------------------------------------------------------------------------------------------------------------- CRESUD, S.A.C.I.F. Y A. Agenda Number: 935502220 -------------------------------------------------------------------------------------------------------------------------- Security: 226406106 Meeting Type: Annual Meeting Date: 21-Oct-2021 Ticker: CRESY ISIN: US2264061068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) Appointment of two shareholders to sign the Mgmt For For meetings' minutes. 2) Consideration of documents contemplated in Mgmt For For paragraph 1, Section 234, Law No. 19,550 for the fiscal year ended June 30, 2021. 3) Allocation of net loss for the fiscal year Mgmt For For ended June 30, 2021 for $7,333,298,422. 4) Consideration of Board of Directors' Mgmt For For performance for the Fiscal Year ended June 30, 2021. 5) Consideration of Supervisory Committee's Mgmt For For performance for the Fiscal Year ended June 30, 2021. 6) Consideration of compensation payable to Mgmt For For the Board of Directors (ARS 93,083,687, allocated sum) for the Fiscal Year ended June 30, 2021, which recorded a cumputable tax loss pursuant to the rules of the Argentine Securities Commisson. 7) Consideration of compensation payable to Mgmt For For the Supervisory Committee (ARS 2,390,000, allocated sum) for the Fiscal Year ended June 30, 2021. 8) Determination of number and appointment of Mgmt Abstain Against regular directors and alternate directors for a term of three fiscal years. 9) Appointment of regular and alternate Mgmt For For members of the Supervisory Committee for a term of one fiscal year. 10) Appointment of certifying accountant for Mgmt For For the next fiscal year. 11) Approval of compensation payable to Mgmt For For certifying accountant for the fiscal year ended June 30, 2021. 12) Authorization to carry out registration Mgmt For For proceedings relating to this shareholders' meeting before the Argentine Securities Commission and the general superintendence of corporations. -------------------------------------------------------------------------------------------------------------------------- HERON THERAPEUTICS, INC. Agenda Number: 935641818 -------------------------------------------------------------------------------------------------------------------------- Security: 427746102 Meeting Type: Annual Meeting Date: 24-May-2022 Ticker: HRTX ISIN: US4277461020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Barry Quart, Pharm.D. 1b. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Stephen Davis 1c. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Sharmila Dissanaike, M.D., FACS, FCCM 1d. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Craig Johnson 1e. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Kimberly Manhard 1f. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Susan Rodriguez 1g. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Christian Waage 2. To ratify the appointment of Withum Mgmt For For Smith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022. 3. To approve, on an advisory basis, Mgmt For For compensation paid to our Named Executive Officers during the year ended December 31, 2021. 4. To amend the Company's Certificate of Mgmt For For Incorporation to increase the aggregate number of authorized shares of common stock by 100,000,000 from 150,000,000 to 250,000,000. 5. To amend the Company's 2007 Amended and Mgmt Against Against Restated Equity Incentive Plan (the "2007 Plan") to increase the number of shares of common stock authorized for issuance thereunder from 27,800,000 to 30,700,000. 6. To amend the Company's 1997 Employee Stock Mgmt For For Purchase Plan, as amended (the "ESPP") to increase the number of shares of common stock authorized for issuance thereunder from 975,000 to 1,825,000. -------------------------------------------------------------------------------------------------------------------------- LOMA NEGRA CIA INDUSTRIAL ARGENTINA SA Agenda Number: 935475889 -------------------------------------------------------------------------------------------------------------------------- Security: 54150E104 Meeting Type: Annual Meeting Date: 11-Aug-2021 Ticker: LOMA ISIN: US54150E1047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of the persons in charge of Mgmt For subscribing the minute. 2. Appointment of a new principal director for Mgmt For the ongoing exercise due to Luiz Augusto Klecz's resignation to his position as principal director. -------------------------------------------------------------------------------------------------------------------------- LOMA NEGRA CIA INDUSTRIAL ARGENTINA SA Agenda Number: 935605862 -------------------------------------------------------------------------------------------------------------------------- Security: 54150E104 Meeting Type: Annual Meeting Date: 27-Apr-2022 Ticker: LOMA ISIN: US54150E1047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of the persons in charge of Mgmt For For subscribing the minute. 2. Consideration of the documents to which Mgmt For For paragraph 1 degree) of Section 234 of the Argentine Corporations Act refers to, that correspond to the regular financial year No. 97 ended on December 31st, 2021. 3. Consideration of the positive unallocated Mgmt For For earnings of the year ended on December 31st, 2021 of the amount of ARS 6,585,821 thousands. Consideration of the proposal of the Board of Directors to allocate said sum to the "Optional Reserve for Future Dividends". Delegation of the power to completely or partially use such reserve one or more times to the Board of Directors, depending on the evolution of the business and until the next shareholders' meeting at which the financial statements as of December 31st, 2022 are considered. 4. Consideration of the performance of the Mgmt For members of the Board of Directors for the year ended December 31st, 2021. 5. Consideration of the performance of the Mgmt For members of the Supervisory Committee for the year ended on December 31st, 2021. 6. Consideration of the remuneration of the Mgmt For Board of Directors that corresponds to the year that ended on December 31st, 2021 of ARS 203,879,023.81 (total amount of remunerations). 7. Consideration of the remuneration of the Mgmt For members of the Supervisory Committee for the year ended on December 31st, 2021. 8. Setting the number of directors and Mgmt Abstain appointment of full and alternate members for year 2022. Approval of a policy aimed at maintaining a proportion of at least 20% independent members over the total number of members of the Board during the year in course. 9. Appointment of the full and alternate Mgmt For members of the Supervisory Committee for year 2022. 10. Appointment of External Auditors and of the Mgmt For For main partner and alternate partner of the respective accounting firm for the year of 2022. 11. Approval of the fees of the External Mgmt For For Auditors for the year ended on December 31st, 2021 12. Consideration of the fees of the External Mgmt Abstain Against Auditors for the year 2022. 13. Approval of the budget of the Audit Mgmt For For Committee for 2022. 14. Granting of the relevant authorizations for Mgmt For For the carrying out of paperwork and to make the necessary filings. -------------------------------------------------------------------------------------------------------------------------- NEXPOINT RESIDENTIAL TRUST, INC. Agenda Number: 935607323 -------------------------------------------------------------------------------------------------------------------------- Security: 65341D102 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: NXRT ISIN: US65341D1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2023 Annual meeting: James Dondero 1b. Election of Director to serve until the Mgmt For For 2023 Annual meeting: Brian Mitts 1c. Election of Director to serve until the Mgmt For For 2023 Annual meeting: Edward Constantino 1d. Election of Director to serve until the Mgmt For For 2023 Annual meeting: Scott Kavanaugh 1e. Election of Director to serve until the Mgmt For For 2023 Annual meeting: Arthur Laffer 1f. Election of Director to serve until the Mgmt For For 2023 Annual meeting: Catherine Wood 2. Advisory Vote on Executive Compensation: to Mgmt For For approve, on an advisory basis, the compensation of our named executive officers. 3. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- NEXTDECADE CORPORATION Agenda Number: 935661430 -------------------------------------------------------------------------------------------------------------------------- Security: 65342K105 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: NEXT ISIN: US65342K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class B Director: Sir Frank Mgmt For For Chapman 1.2 Election of Class B Director: Seokwon Ha Mgmt For For 1.3 Election of Class B Director: Giovanni Oddo Mgmt For For 2. To approve an amendment to NextDecade Mgmt For For Corporation's 2017 Omnibus Incentive Plan, as amended, to increase the maximum number of shares available under such plan. 3. To approve, on an advisory basis, the Mgmt Against Against compensation of NextDecade Corporation's named executive officers. 4. To ratify the reappointment of Grant Mgmt For For Thornton LLP as NextDecade Corporation's independent registered public accountants and auditors for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PARATEK PHARMACEUTICALS, INC. Agenda Number: 935613845 -------------------------------------------------------------------------------------------------------------------------- Security: 699374302 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: PRTK ISIN: US6993743029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Thomas J. Dietz, Ph.D. Mgmt For For Timothy R. Franson M.D. Mgmt For For Evan Loh, M.D. Mgmt For For 2. To ratify the selection by the Audit Mgmt For For Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- TRANSOCEAN, LTD. Agenda Number: 935636386 -------------------------------------------------------------------------------------------------------------------------- Security: H8817H100 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: RIG ISIN: CH0048265513 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the 2021 Annual Report, Mgmt For For Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2021 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2021 2. Discharge of the Members of the Board of Mgmt For For Directors and Executive Management Team From Liability for Activities During Fiscal Year 2021 3. Appropriation of the Accumulated Loss for Mgmt For For Fiscal Year 2021 4. Renewal of Shares Authorized for Issuance Mgmt For For 5A. Re-Election of Director: Glyn A. Barker Mgmt For For 5B. Re-Election of Director: Vanessa C.L. Chang Mgmt For For 5C. Re-Election of Director: Frederico F. Mgmt For For Curado 5D. Re-Election of Director: Chadwick C. Deaton Mgmt For For 5E. Re-Election of Director: Vincent J. Mgmt For For Intrieri 5F. Re-Election of Director: Samuel J. Mgmt For For Merksamer 5G. Re-Election of Director: Frederik W. Mohn Mgmt For For 5H. Re-Election of Director: Edward R. Muller Mgmt For For 5I. Re-Election of Director: Margareth Ovrum Mgmt For For 5J. Re-Election of Director: Diane de Saint Mgmt For For Victor 5K. Re-Election of Director: Jeremy D. Thigpen Mgmt For For 6. Reelection of Chadwick C. Deaton as the Mgmt For For Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting 7A. Re-Election of the Member of the Mgmt For For Compensation Committee for a Term Extending Until Completion of the Next Annual General Meeting: Glyn A. Barker 7B. Re-Election of the Member of the Mgmt For For Compensation Committee for a Term Extending Until Completion of the Next Annual General Meeting: Vanessa C.L. Chang 7C. Re-Election of the Member of the Mgmt For For Compensation Committee for a Term Extending Until Completion of the Next Annual General Meeting: Samuel J. Merksamer 8. Reelection of Schweiger Advokatur / Mgmt For For Notariat as the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting 9. Appointment of Ernst & Young LLP as the Mgmt For For Company's Independent Registered Public Accounting Firm for Fiscal Year 2022 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term 10. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation for Fiscal Year 2022 11A Ratification of the Maximum Aggregate Mgmt For For Amount of Compensation of the Board of Directors for the Period Between the 2022 Annual General Meeting and the 2023 Annual General Meeting 11B Ratification of the Maximum Aggregate Mgmt For For Amount of Compensation of the Executive Management Team for Fiscal Year 2023 -------------------------------------------------------------------------------------------------------------------------- WASHINGTON REAL ESTATE INVESTMENT TRUST Agenda Number: 935604783 -------------------------------------------------------------------------------------------------------------------------- Security: 939653101 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: WRE ISIN: US9396531017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Trustee: Jennifer S. Banner Mgmt For For 1.2 Election of Trustee: Benjamin S. Butcher Mgmt For For 1.3 Election of Trustee: William G. Byrnes Mgmt For For 1.4 Election of Trustee: Edward S. Civera Mgmt For For 1.5 Election of Trustee: Ellen M. Goitia Mgmt For For 1.6 Election of Trustee: Paul T. McDermott Mgmt For For 1.7 Election of Trustee: Thomas H. Nolan, Jr. Mgmt For For 1.8 Election of Trustee: Vice Adm. Anthony L. Mgmt For For Winns (RET.) 2. To consider and vote on a non-binding, Mgmt For For advisory basis upon the compensation of the named executive officers (say-on-pay) 3. To consider and vote upon ratification of Mgmt For For the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 -------------------------------------------------------------------------------------------------------------------------- WHITESTONE REIT Agenda Number: 935596304 -------------------------------------------------------------------------------------------------------------------------- Security: 966084204 Meeting Type: Annual Meeting Date: 23-May-2022 Ticker: WSR ISIN: US9660842041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David F. Taylor Mgmt For For Nandita V. Berry Mgmt For For Paul T. Lambert Mgmt For For Jeffrey A. Jones Mgmt For For David K. Holeman Mgmt For For 2. To approve, in an advisory (non-binding) Mgmt For For vote, the compensation of our named executive officers (as defined in the accompanying Proxy Statement) (proposal No. 2). 3. To ratify the appointment of Pannell Kerr Mgmt For For Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (proposal No. 3). 4. To approve an amendment to the Company's Mgmt For For declaration of trust to allow shareholders to adopt, amend or repeal the Company's bylaws (proposal No. 4). * Management position unknown 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) NexPoint Diversified Real Estate Trust By (Signature) /s/ Stephanie Vitiello Name Stephanie Vitiello Title Secretary Date 08/18/2022