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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 29, 2021, CorEnergy Infrastructure Trust, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the 13,651,521 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting on the April 23, 2021 record date, 9,501,676 shares, or approximately 69.60% were present at the Annual Meeting either in person or by proxy. The matters that were submitted to a vote of stockholders and the related results are as follows:*
Proposal No. 1: to elect one director, David J. Schulte, to serve until the Company’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified.
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For
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Against
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Abstain
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Broker Non-Vote
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3,357,644
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1,939,636
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25,595
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4,178,801
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Proposal No. 2: to approve the issuance of Class B Common Stock upon conversion of the Series B Preferred Stock issuable pursuant to the terms of the Crimson Transaction.
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For
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Against
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Abstain
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Broker Non-Vote
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4,903,747
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384,350
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34,778
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4,178,801
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Proposal No. 3: to approve a Contribution Agreement and the transactions contemplated by the Contribution Agreement to internalize the Company’s external manager, Corridor InfraTrust Management, LLC through the acquisition of Corridor in exchange for the Internalization Consideration.
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For
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Against
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Abstain
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Broker Non-Vote
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All Shares
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5,138,859
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145,184
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38,832
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4,178,801
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Excluding certain interested shares**
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5,086,890
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145,184
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38,832
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4,178,801
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** Pursuant to the terms of the Contribution Agreement, votes of shares owned of record or beneficially by any interested person, firm or other entity, which includes Corridor, the Contributors and their affiliates, will not be counted for purposes of the vote on the Internalization.
Proposal No. 4: to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2021.
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For
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Against
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Abstain
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Broker Non-Vote
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9,277,147
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187,301
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37,228
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0
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*Total votes cast for each nominee or matter, as well as broker non-votes, may vary due to the rounding of fractional shares included in the totals.
A result of the votes cast at the Annual Meeting, all proposals were approved by the Company’s stockholders.