|
GAMCO Investors, Inc. through its subsidiaries (the "Advisers") acts as investment
adviser to mutual funds, institutional and individual investors. The Advisers include
Gabelli Funds, LLC (Gabelli Funds), Gabelli Advisers, Inc. (Gabelli Westwood Funds) and
Gamco Investors Company (separate accounts). The Advisers generally have voting
discretion over the securities held in their clients' accounts unless a client wishes to
vote its own proxies.
It is the policy of the Advisers to vote neither for nor against management, but in the best
interests of shareholders. To this effect, the Advisers have published a "Magna Carta of
Shareholders Rights" in 1988, which is reprinted below. The Advisers have incorporated this
Magna Carta into its proxy voting policies and procedures ("Proxy Voting Policy"), which are
available upon written request to GAMCO Investors, Inc., One Corporate Center, Rye,
New York 10580, Attn: Proxy Voting Department.
Normally, the Advisers exercise proxy voting discretion on particular types of proposals in
accordance with guidelines (the "Proxy Guidelines") set forth in the Proxy Voting Policy.
The Proxy Guidelines address, for example, proposals to elect the board of directors, to
classify the board of directors, to select auditors, to issue blank check preferred stock,
to use confidential ballots, to eliminate cumulative voting, to require shareholder
ratification of poison pills, to support fair price provisions, to require a supermajority
shareholder vote for charter or bylaw amendments, to provide for director and officer
indemnification and liability protection, to increase the number of authorized shares of
common stock, to allow greenmail, to limit shareholders' rights to call special meetings,
to consider non-financial effects of a merger, to limit shareholders' right to act by
written consent, to approve executive and director compensation plans (including golden
parachutes), to limit executive and director pay, to approve stock option plans, to opt in
or out of state takeover statutes and to approve mergers, acquisitions, corporate
restructuring, spin-offs, buyouts, assets sales or liquidations.
A Proxy Committee comprised of senior representatives of the Advisers has the responsibility
for the content, interpretation and application of the Proxy Guidelines. In general, the
Director of Proxy Voting Services, using the Proxy Guidelines, recommendations of
Institutional Shareholder Corporate Governance Service ("ISS"), other third-party services
and the analysts of Gabelli & Company, Inc., will determine how to vote on each issue. For
non-controversial matters, the Director of Proxy Voting Services may vote the proxy if the
vote is (1) consistent with the recommendations of the issuer's board of directors and not
contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuer's
board of directors and is a non-controversial issue not covered by the Proxy Guidelines;
or (3) the vote is contrary to the recommendations of the issuer's board of directors but
is consistent with the Proxy Guidelines. In those instances, the Director of Proxy Voting
Services or the Chairman of the Committee may sign and date the proxy statement indicating
how each issue will be voted.
All matters identified by the Chairman of the Committee, the Director of Proxy Voting
Services or the Advisers' Legal Department as controversial, taking into account the
recommendations of ISS or other third party services and the analysts of Gabelli & Company,
Inc., will be presented to the Proxy Voting Committee. If the Chairman of the Committee,
the Director of Proxy Voting Services or the Legal Department has identified the matter as
one that (1) is controversial; (2) would benefit from deliberation by the Proxy Voting
Committee; or (3) may give rise to a conflict of interest between any of the Advisers and
the clients of any of the Advisers, the Chairman of the Committee will initially determine
what vote to recommend that the Advisers should cast and the matter will go before the Committee.
For matters submitted to the Committee, each member of the Committee will receive, prior to
the meeting, a copy of the proxy statement, any relevant third party research, a summary of
any views provided by the Chief Investment Officer of the Advisers and any recommendations
by Gabelli & Company, Inc. analysts. The Chief Investment Officer or the Gabelli & Company,
Inc. analysts may be invited to present their viewpoints. If the Advisers' Legal Department
believes that the matter before the Committee is one with respect to which a conflict of
interest may exist between the Adviser and its clients, legal counsel will provide an opinion
to the Committee concerning the conflict. If legal counsel advises that the matter is one
in which the interests of some clients may diverge from those of other clients or of the
Advisers, the Committee may make different recommendations as to different clients. For any
matters where the recommendation may trigger appraisal rights, counsel will advise concerning
the likely risks and merits of such an appraisal action.
Each matter submitted to the Committee will be determined by the vote of a majority of the
members present at the meeting. Should the vote concerning one or more recommendations be
tied in a vote of the Committee, the Chairman of the Committee will break the tie. The
Committee will notify the proxy department of its decisions and the proxies will be voted
accordingly.
Magna Carta of Shareholder Rights |