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: 811-23447
A3 ALTERNATIVE INCOME FUND
(Exact name of registrant as specified in charter)
90 Madison Street, Suite 303
Denver, Colorado 80206
(Address of principal executive offices) (Zip code)
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 997-9010
Date of fiscal year end: September 30
Date of reporting period: July 1, 2021 - June 30, 2022
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.
ITEM 1. PROXY VOTING RECORD.
| July 1, 2021 - June 30, 2022 | |||||||||
| The name of the issuer | ticker symbol | CUSIP | shareholder meeting date | A brief identification of the matter voted on | Whether the matter was proposed by the issuer or by a security holder | Whether the registrant cast its vote on the matter | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and | Whether the registrant cast its vote for or against management | |
| 1 | OFS CREDIT COMPANY INC | OCCI | 67111Q107 | 17-Aug-21 | Election of Class III Director to serve until 2024: Jeffrey A. Cerny | Issuer | No | NA | |
| The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending October 31, 2021. | Issuer | No | NA | ||||||
| 2 | OXFORD SQUARE CAPITAL CORP. | OXLC | 691543102 | 2-Sep-21 | Vote Board of Directors: Election of Director: Jonathan H. Cohen Election of Director: George Stelljes III |
Issuer | Yes | For | For |
| 3 | FS KKR CAPITAL CORP. | FSKR | 302635206 | 26-Oct-21 | Vote Board of Directors: Election of Director: Todd C. Builione Election of Director: Brian R. Ford Election of Director: Richard I. Goldstein Election of Director: Osagie Imasogie |
Issuer | Yes | For | For |
| To approve the proposal to allow the Company in future offerings to sell its shares below net asset value per share in order to provide flexibility for future sales. | Issuer | Yes | Against | Against | |||||
| 4 | OXFORD LANE CAPITAL CORP. | OXLC | 691543102 | 21-Oct-21 | Vote Board of Directors: | ||||
| Election of Director: Saul B. Rosenthal | Issuer | Yes | For | For | |||||
| Election of Director: David S. Shin | |||||||||
| Board Recommendation: For | |||||||||
| Election of Director: Saul B. Rosenthal | |||||||||
| Election of Director: David S. Shin | |||||||||
| 5 | OXFORD LANE CAPITAL CORP. | OXLC | 691543102 | 21-Oct-21 | Vote Board of Directors: Election of Director: Saul B. Rosenthal |
Issuer | Yes | For | For |
| 6 | READY CAPITAL CORPORATION | RC | 75574U101 | 14-Mar-22 | To consider and vote on a proposal to approve the issuance of shares of common stock, par value $0.0001 per share, ("Common Stock"), of Ready Capital Corporati on ("Ready Capital"), (i) upon the conversion of the shares of each ofthe four classes of Ready Capital's Class B common stock, $0.0001 par value pershare, issued in connecti on with the transacti ons contemplated by the MergerAgreement, dated as of November 3, 2021, by and among Ready Capital, MosaicReal Estate Credit, LLC, Mosaic Real Estate Credit Off shore, LP, MREC Corp Sub 1(VO), LLC MREC Corp. | Issuer | Yes | For | For |
| To consider and vote on a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Ready Capital Common Stock Issuance Proposal. | Issuer | Yes | For | For | |||||
| 7 | EAGLE POINT CREDIT COMPANY | ECC | 269808101 | 17-May-22 | Election of Class II Director: James R. Matthews | Issuer | Yes | For | For |
| 8 | Ares Capital Corporation | ARCC | 04010L103 | 18-May-22 | Election of Class III director of the Company to serve until the 2025 Annual Meeting of Stockholders: Daniel G. Kelly, Jr. | Issuer | Yes | For | For |
| Election of Class III director of the Company to serve until the 2025 Annual Meeting of Stockholders: Eric B. Siegel | Issuer | Yes | For | For | |||||
| Election of Class III director of the Company to serve until the 2025 Annual Meeting of Stockholders: R. Kipp deVeer | Issuer | Yes | For | For | |||||
| To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. | Issuer | Yes | For | For | |||||
| 9 | ARES COMMERCIAL REAL ESTATE CORP | ACRE | 04013V108 | 5/24/2022 | Vote Board of Directors: | Issuer | Yes | For | For |
| Election of Director: William L. Browning* | |||||||||
| Election of Director: Edmond N. Moriarty III* | |||||||||
| Election of Director: Rebecca J. Parekh* | |||||||||
| Board Recommendation: For | |||||||||
| Election of Director: William L. Browning* | |||||||||
| Election of Director: Edmond N. Moriarty III* | |||||||||
| Election of Director: Rebecca J. Parekh* | |||||||||
| To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. | Issuer | Yes | For | For | |||||
| To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the 2022 Proxy Statement. | Issuer | Yes | For | For | |||||
| To approve, the First Amendment to the Company's Amended and Restated 2012 Equity Incentive Plan as described in the 2022 Proxy Statement. | Issuer | Yes | For | For | |||||
| 10 | READY CAPITAL CORPORATION | RC | 75574U101 | 6/22/2022 | Vote Board of Directors: | ||||
| Issuer | No | For | No | ||||||
| Election of Director: Thomas E. Capasse | |||||||||
| Election of Director: Jack J. Ross | |||||||||
| Election of Director: Julius W. Erving | |||||||||
| Election of Director: Frank P. Filipps | |||||||||
| Election of Director: Dominique Mielle | |||||||||
| Election of Director: Gilbert E. Nathan | |||||||||
| Election of Director: Andrea Petro | |||||||||
| Election of Director: Mitchell Reese | |||||||||
| Election of Director: Todd M. Sinai | |||||||||
| Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2022 fiscal year. | Issuer | No | For | No | |||||
| Approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the proxy statement. | Issuer | No | For | No | |||||
| 11 | Owl Rock | ORCC | 69121K104 | 6/28/2022 | Election of Director for three-year term expiring at the 2025 annual meeting of shareholder: Edward D'Alelio | Issuer | Yes | For | For |
| Election of Director for three-year term expiring at the 2025 annual meeting of shareholder: Craig W. Packer | Issuer | Yes | For | For | |||||
| To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 | Issuer | Yes | For | For | |||||
| To consider and transact such other business as may properly come before the Annual Meeting, and any adjournments or postponements thereof. | Issuer | Yes | 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) | A3 Alternative Income Fund | |
| By (Signature and Title)* | /s/ Anthony R. Bosch |
| Anthony R. Bosch, President & Principal Executive Officer | ||
| Date | August 23, 2022 | |
| * | Print the name and title of each signing officer under his or her signature. |