0001213900-24-035020.txt : 20240422 0001213900-24-035020.hdr.sgml : 20240422 20240422172552 ACCESSION NUMBER: 0001213900-24-035020 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240422 DATE AS OF CHANGE: 20240422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. CENTRAL INDEX KEY: 0001847302 ORGANIZATION NAME: IRS NUMBER: 660635925 STATE OF INCORPORATION: PR FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-23681 FILM NUMBER: 24862131 BUSINESS ADDRESS: STREET 1: 250 MUNOZ RIVERA STREET 2: TENTH FLOOR CITY: SAN JUAN STATE: PR ZIP: 00918 BUSINESS PHONE: 7877733888 MAIL ADDRESS: STREET 1: 250 MUNOZ RIVERA STREET 2: TENTH FLOOR CITY: SAN JUAN STATE: PR ZIP: 00918 FORMER COMPANY: FORMER CONFORMED NAME: Puerto Rico Fixed Income Fund II, Inc. DATE OF NAME CHANGE: 20210222 DEFR14A 1 ea0204383-03_defr14a.htm DEFR14A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. 3)

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant  ☐

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-2

 

TAX-FREE FIXED INCOME FUND II
FOR PUERTO RICO RESIDENTS, INC.

 

(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee amount computed on table in exhibit as required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.

250 Muñoz Rivera Avenue

American International Plaza, Tenth Floor

San Juan, Puerto Rico 00918

 

 

 

NOTICE OF ADJOURNMENT OF 2024 ANNUAL MEETING OF SHAREHOLDERS

UNTIL JULY 18, 2024

 

To the Shareholders of the Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.:

 

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of the Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc., a Puerto Rico corporation (the “Fund”), will be reconvened on July 18, 2024, at 11:30 AM Atlantic Standard Time (11:30 AM Eastern Daylight Time). The Annual Meeting will be reconvened for the following purposes:

 

1.To elect two directors of the Fund (PROPOSAL 1); and

 

2.Shareholder proposal submitted by Ocean Capital LLC (“Ocean Capital”)—To repeal any provision of, or amendment to, the Amended and Restated By-Laws of the Fund adopted by the Board without the approval of the Fund’s shareholders subsequent to December 30, 2021 (PROPOSAL 2);

 

3.Shareholder proposal submitted by Ocean Capital—To amend Article II, Section 8 of the By-Laws of the Fund to lower the quorum threshold for shareholder meetings from one-half to one-third of all outstanding shares entitled to vote (PROPOSAL 3);

 

4.Shareholder proposal submitted by Ocean Capital—To amend Article II, Section 8 of the By-Laws of the Fund to provide that the power to adjourn shareholder meetings belongs exclusively to the shareholders (PROPOSAL 4);

 

5.Shareholder proposal submitted by Ocean Capital—To amend Article II, Section 8 of the By-Laws of the Fund to add a supermajority voting standard for all future amendments of that section (PROPOSAL 5);

 

6.To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

The Annual Meeting was originally convened on January 16, 2024 and was subsequently adjourned to April 18, 2024 to solicit proxies from the Fund’s shareholders to achieve a quorum at the Annual Meeting. On April 18, 2024, the Annual Meeting was reconvened and then adjourned again without transacting any other business to be held virtually on the date and time set forth in this notice.

 

The items mentioned above are discussed in greater detail in the definitive proxy statement filed by the Fund with U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2024, as supplemented by Amendment No. 1 filed with the SEC on January 17, 2024, Amendment No. 2 filed with the SEC on February 6, 2024, and this Amendment No. 3 (the proxy statement, as supplemented by Amendment Nos. 1-3, the “Proxy Statement”). This notice should be read in conjunction with the Proxy Statement.

 

The Annual Meeting will be conducted virtually. Any shareholder wishing to participate in the Meeting by means of remote communication can do so. If you were a record holder of shares of common stock of the Fund as of the close of business on the record date, December 6, 2023, please register at https://viewproxy.com/UBSPuertoRico/broadridgevsm/ no later than 5:00 p.m. Atlantic Standard Time (5:00 p.m. Eastern Daylight Time) on July 16, 2024 to attend and vote at the Meeting. Broadridge will then e-mail you the login information and instructions for attending and voting at the Meeting.

 

Only shareholders of record at the close of business on December 6, 2023, will be entitled to receive this notice and will be able to vote at the Annual Meeting in accordance with the number of shares of record held in the name of each shareholder on such date.

 

 

 

 

IT IS IMPORTANT THAT YOUR WHITE PROXY CARDS BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN YOUR WHITE PROXY CARD TODAY.

 

In San Juan, Puerto Rico, this 18th day of April, 2024.

 

  By Order of the Board of Directors:
   
  /s/ Liana Loyola
  Liana Loyola
  Secretary

 

 

 

 

Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. Announces Adjournment of 2024 Annual
Meeting of Shareholders to July 18, 2024

 

SAN JUAN, Puerto Rico – April 18, 2024 – Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. (the “Fund”) today reconvened and then adjourned the 2024 Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) without transacting any other business. The Annual Meeting, which was originally convened on January 16, 2024 and was subsequently adjourned to April 18, 2024, has been adjourned again to be reconvened virtually on July 18, 2024 at 11:30 AM Atlantic Standard Time (11:30 AM Eastern Daylight Time).

 

The transaction of business at the Annual Meeting requires a quorum of more than one-half of the outstanding shares of the Fund entitled to vote, represented in person or by proxy. Based on a determination by the inspectors of election, there was no quorum present at the reconvened Annual Meeting. Accordingly, the Annual Meeting has been adjourned to provide the Fund with additional time to solicit proxies from its shareholders to achieve a quorum at the Annual Meeting.

 

THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, RECOMMENDS THAT THE SHAREHOLDERS VOTE ON THE WHITE PROXY CARD: (1) “FOR ALL” OF THE TWO DIRECTOR NOMINEES NAMED THEREIN ON PROPOSAL 1; AND (2) “AGAINST” OCEAN CAPITAL’S SHAREHOLDER PROPOSALS (PROPOSALS 2 THROUGH 5). THESE PROPOSALS ARE DISCUSSED IN GREATER DETAIL IN THE PROXY STATEMENT, WHICH WE ADVISE YOU TO READ IN ITS ENTIRETY.

 

The record date for the adjourned Annual Meeting remains the close of business on December 6, 2023. Shareholders who have already voted do not need to recast their votes unless they wish to change their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Shareholders who have not already voted or wish to change their vote are encouraged to do so promptly using the instructions provided in their voting instruction form or proxy card.

 

The Board of Directors does not know of any matters to be properly brought before the Annual Meeting other than the proposals described in the Proxy Statement.

 

In the event you receive any materials from Ocean Capital LLC (“Ocean Capital”) or any of its affiliates, we urge you to discard any blue proxy cards that you may receive. The Fund also encourages you NOT to sign or return any blue proxy cards that may be sent to you by Ocean Capital or any of its affiliates in favor of Ocean Capital’s director nominees or shareholder proposals. No proxies or votes cast in respect of the Advisory Agreement Proposal (as defined in the Proxy Statement) will be recognized or tabulated at the Annual Meeting. If you vote—or have already voted—using a blue proxy card sent to you by Ocean Capital, you can revoke it by voting using the WHITE proxy card sent to you or by voting virtually at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

 

If shareholders have questions about how to vote their shares, they should immediately contact the Fund’s proxy solicitor, Okapi Partners, at (877) 566-1922 or at info@okapipartners.com.

 

 

 

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

Shareholders of the Fund can obtain copies of the definitive proxy statement filed by the Fund with U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2024, as supplemented by Amendment No. 1 filed with the SEC on January 17, 2024, Amendment No. 2 filed with the SEC on February 6, 2024, and this Amendment No. 3 (the proxy statement, as supplemented by Amendment Nos. 1-3, the “Proxy Statement”), any future supplements to the Proxy Statement and other documents filed by the Fund with the SEC for no charge at the SEC’s website at www.sec.gov.

 

IT IS IMPORTANT THAT YOUR WHITE PROXY CARDS BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN YOUR WHITE PROXY CARD TODAY.

 

In San Juan, Puerto Rico, this 18th day of April, 2024.

 

  By Order of the Board of Directors:
   
  /s/ Liana Loyola
  Liana Loyola
  Secretary