MESABI TRUST (NYSE:MSB) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December20, 2018, Mesabi Trust held its Special Meeting (the “Special Meeting”) of the Trust Certificate Holders of Mesabi Trust (the “Unitholders”) in Minneapolis, Minnesota, and submitted two of four matters to the vote of Unitholders. The proposals are described in detail in Mesabi Trust’s definitive proxy statement filed with the Securities and Exchange Commission on November9, 2018. As of November9, 2018, the record date, approximately 13,120,010 units of beneficial interest of Mesabi Trust were outstanding. At the Special Meeting, a total of 7,770,868 units of beneficial interest of Mesabi Trust, representing approximately 59.23% of total units outstanding and eligible to vote and constituting a quorum, were present in person or by valid proxies at the Special Meeting.
A summary of the matters voted upon by Unitholders is set forth below.
Proposal 3: At the Meeting, Unitholders voted to approve James A. Ehrenberg as Chairman of the Special Meeting and Jeffrey Schoenfeld as Secretary of the Special Meeting. The following votes were taken in connection with this proposal, as certified by the inspector of election:
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
6,227,763 |
736,230 |
806,875 |
Proposal 4: At the Meeting, the Unitholders voted to authorize any motion to adjourn the Special Meeting, or any adjournments thereof, to a later date or dates, if necessary, to allow time for further solicitation of proxies in the event that a quorum is not present and/or there are insufficient votes present in person or represented by proxies at the Special Meeting to approve the proposals. The following votes were taken in connection with this proposal, as certified by the inspector of election:
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
5,837,696 |
1,599,849 |
333,323 |
The named proxies for the Unitholders approved an adjournment of the Special Meeting to allow the polls to remain open until 11:00 a.m.Central on Wednesday, January23, 2019 to solicit additional votes for the approval of Proposal 1 (the appointment of Robin M. Radke as an individual trustee of Mesabi Trust to succeed Richard G. Lareau, who is retiring) and Proposal 2 (the approval of an amendment to the Agreement of Trust which would increase the minimum compensation payable to each individual Trustee and the Corporate Trustee).
The Special Meeting will be reconvened at the offices of Fox Rothschild LLP located at 222 South Ninth Street, Suite2000, Minneapolis, Minnesota 55402 on Wednesday, January23, 2019 at 11:00 a.m.Central.
About MESABI TRUST (NYSE:MSB)
Mesabi Trust is a royalty trust. The purpose of the Trust is to conserve and protect the Trust Estate. The Trust operates in the iron ore mining segment. The Trust derives income from the Peter Mitchell Mine, an iron mine located near Babbitt, Minnesota, at the eastern end of the Mesabi Iron Range. The lessee/operator of Mesabi Trust’s mineral interests is Northshore Mining Corporation (NMC), a subsidiary of Cliffs Natural Resources Inc. (Cliffs). NMC produces iron ore from Mesabi Trust Lands. The principal assets of Mesabi Trust consist of two different interests in certain properties in the Mesabi Iron Range: Mesabi Trust’s interest as assignor in the Amended Assignment of Peters Lease and the Amended Assignment of Cloquet Lease and Mesabi Trust’s ownership of the entire beneficial interest in the Mesabi Land Trust, which has interest as fee owner in the Peters Lease Lands and a fee ownership in certain non-mineral-bearing lands adjacent to the Peters and Cloquet Lease Lands.