NEW YORK, Oct. 8, 2019 /PRNewswire/ -- Neuberger Berman
High Yield Strategies Fund Inc. (NYSE American: NHS) (the "Fund")
has announced the preliminary results provided by the independent
inspector of elections, from the Annual Meeting of Stockholders
held on October 3, 2019, in which
proposals from a closed-end fund raider were resoundingly
rejected.
The Fund's stockholders rejected Saba's1 proposals by
greater than 2 to 1 margins when excluding votes from Saba and
other entities that follow Saba's short-term arbitrage strategy.
The overall results are as follows:
- Saba failed to have its dissident nominees elected;
- Saba was defeated on its proposal to terminate the Fund's
investment management agreement with Neuberger Berman Investment
Advisers LLC ("Neuberger Berman"); and
- Neuberger Berman and the Fund's Board remain committed to
enhancing long-term stockholder value and will carefully review the
final results of the approved non-binding proposal to consider
conducting a tender offer.
The overall support of the Fund's stockholders, other than Saba
and its followers, is consistent with the recommendations of
Institutional Shareholder Services Inc., Glass, Lewis & Co.,
LLC and Egan-Jones Ratings Co., who independently reviewed the
proposals and recommended against Saba every single time (25
separate recommendations detailed in the chart below).
The Fund's incumbent directors remain on the board. The final
results, as certified by the independent inspector of elections,
will be published in the Fund's next report to stockholders.
Preliminary Results on Proposal to Terminate the
Fund's Investment Management Agreement*
|
Against
Termination
|
For
Termination
|
Abstains
|
NHS Investors
(ex-Saba and its followers)
|
3,234,693
|
1,435,855
|
392,681
|
Saba and its
followers
|
0
|
3,852,147
|
0
|
Mirror
Votes**
|
916,332
|
1,497,998
|
111,240
|
Preliminary Results on Non-binding Proposal to conduct a
Tender Offer
|
Against Non-Binding
Tender Proposal
|
For Non-Binding
Tender Proposal
|
NHS Investors
(ex-Saba and its followers)
|
3,268,508
|
1,414,674
|
Saba and its
followers
|
0
|
3,852,147
|
Mirror
Votes**
|
925,911
|
1,491,998
|
* The proposal to terminate the Fund's investment management
agreement requires the affirmative vote of the majority of the
outstanding voting securities of the Fund, which is defined by the
Investment Company Act of 1940, as amended, as the lesser of (1)
67% or more of the shares of the Fund present at the stockholder
meeting, if more than 50% of the outstanding shares are represented
at the stockholder meeting in person or by proxy, or (2) more than
50% of the outstanding shares entitled to vote at the stockholder
meeting.
** Certain investors are required, either in accordance with
their own policies or by regulation or terms of exemptive relief
issued by the Securities and Exchange Commission, to vote their
clients' proxies in the same proportion as the votes submitted by
all other stockholders. For NHS's Annual Meeting of Stockholders
approximately 13% of the Fund's total outstanding shares were
mirror voted, which represents 22% of total votes cast. As of the
record date, Saba owned 19.27% of the Fund, which means it
controlled 37% of shares voted at the meeting.
Recommendations of Proxy Advisory Firms
|
Institutional
Shareholder Services Inc.
|
Glass, Lewis &
Co., LLC
|
Egan-Jones Rating
Co.
|
NHS Incumbent Board
Directors
|
Support
All
|
Support
All
|
Support
All
|
Saba's Dissident
Board Nominees
|
Withhold
All
|
Withhold
All
|
Withhold
All
|
Saba Proposal to
Terminate Investment Management Agreement
|
Against
|
Against
|
Against
|
Saba Proposal to
Conduct Tender Offer
|
Against
|
Against
|
Against
|
About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent,
employee-owned investment manager. The firm manages a range of
strategies—including equity, fixed income, quantitative and
multi-asset class, private equity and hedge funds—on behalf of
institutions, advisors and individual investors globally. With
offices in 23 countries, Neuberger Berman's team is more than 2,100
professionals. For five consecutive years, the company has been
named first or second in Pensions & Investments Best
Places to Work in Money Management survey (among those with 1,000
employees or more). Tenured, stable and long-term in focus, the
firm has built a diverse team of individuals united in their
commitment to delivering compelling investment results for our
clients over the long term. That commitment includes active
consideration of environmental, social and governance factors. The
firm manages $333 billion in client
assets as of June 30, 2019. For more
information, please visit our website at www.nb.com.
Statements made in this release that look forward in time
involve risks and uncertainties. Such risks and uncertainties
include, without limitation, the adverse effect from a decline in
the securities markets or a decline in the Fund's performance, a
general downturn in the economy, competition from other closed end
investment companies, changes in government policy or regulation,
inability of the Fund's investment adviser to attract or retain key
employees, inability of the Fund to implement its investment
strategy, inability of the Fund to manage rapid expansion and
unforeseen costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory
organizations.
Investor Contact:
Neuberger Berman Investment
Advisers LLC
Investor Information
(877) 461-1899
Media Contact:
Alexander
Samuelson
Neuberger Berman
(212) 476-5392
Alexander.Samuelson@nb.com
1 Saba Capital Management, L.P. and certain entities
it manages, including Saba Capital Master Fund Ltd., which
submitted the stockholder director nominations and the stockholder
proposals, are herein collectively referred to as "Saba."
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