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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Adams Natural Resources Fd, Inc. DEF 14A 3/25/24 1:457K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 209K
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. )
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)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12 |
Adams Natural Resources Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
¨ | Fee paid previously with preliminary materials. |
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
Notes:
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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By order of the Board of Directors,
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Janis F. Kerns
Vice President, General Counsel & Secretary
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Proxy Statement
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Structure and Independence
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| • | | | Independent Chair | | |||
| • | | | Annual Board and committee evaluations | | |||
| • | | | Independent Audit Committee | | |||
| • | | | Risk and strategy oversight by the full Board and committees | | |||
| • | | | Regular rotation of committee chairs and members | | |||
| • | | | Executive session of independent directors at each regular meeting | |
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Succession and Diversity
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| • | | | Mandatory director retirement age (75) | | |||
| • | | | Term limit of 15 years | | |||
| • | | | 3 of 7 director nominees joined in the last 5 years | | |||
| • | | | 7 of 7 director nominees with a background in finance or investing | | |||
| • | | | Extensive leadership experience; 4 former or current C-Suite officers | | |||
| • | | | 3 female director nominees | | |||
| • | | | 4 of 7 director nominees 65 years old or younger | |
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Other Best Practices
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| • | | | 100% attendance at Board and committee meetings in 2023 | | |||
| • | | | Active stockholder engagement with both institutional and individual investors | | |||
| • | | | Significant share ownership requirements for directors and senior executives | | |||
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Discussions between the Independent Chair and each director supplement formal Board assessment
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| • | | | Policy and oversight of overboarding | | |||
| • | | | Open access for directors to all employees | | |||
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Ability of the Board and its committees to engage independent advisors at their sole discretion
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| Kenneth J. Dale | | | Mary Chris Jammet | | | Mark E. Stoeckle * | |
| Frederic A. Escherich | | | Lauriann C. Kloppenburg | | | | |
| James P. Haynie* | | | Jane Musser Nelson | | | | |
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Name, Age, Positions with the Fund,
and, During at Least the Past 5 Years, Other Principal Occupations and Other Directorships |
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Has
Been a Director Since |
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Number of
Portfolios in Fund Complex Overseen by Director or Nominee for Director |
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Shares of Common
Stock Beneficially Owned (a)(b)(c) |
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| Independent Directors | | | | | | | | | | | | | | | | | | | |
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Kenneth J. Dale, 67, Senior Vice President and Chief Financial Officer of The Associated Press. Formerly, Vice President, J.P. Morgan Chase & Co. Currently, the Chair of the Board and a director of ADX(d).
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| | | | 2008 | | | | | | 2 | | | | | | 13,374 | | |
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Frederic A. Escherich, 71, Private Investor. Formerly, Managing Director and head of Mergers and Acquisitions Research and the Financial Advisory Department of J.P. Morgan & Co. Inc. Currently, a director of ADX(d).
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| | | | 2006 | | | | | | 2 | | | | | | 15,683 | | |
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Name, Age, Positions with the Fund,
and, During at Least the Past 5 Years, Other Principal Occupations and Other Directorships |
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Has
Been a Director Since |
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Number of
Portfolios in Fund Complex Overseen by Director or Nominee for Director |
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Shares of Common
Stock Beneficially Owned (a)(b)(c) |
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Mary Chris Jammet, 56, Principal with Bristol Partners LLC. Retired Senior Vice
President and Portfolio Manager at Legg Mason, Inc. (now Franklin Templeton). Currently, a director of ADX(d) and a director of MGM Resorts International. In addition, within the past five years, Ms. Jammet served as a director of Payless ShoeSource Inc. |
| | | | 2020 | | | | | | 2 | | | | | | 9,497 | | |
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Lauriann C. Kloppenburg, 63, Retired Chief Strategy Officer and former Chief Investment Officer - Equity Group of Loomis Sayles & Company, LP. Currently, a director of ADX(d), a Trustee of Transamerica Funds, of Transamerica Series Trust, and of Transamerica Asset Allocation Variable Funds; an adviser to a family office; and an Executive in Residence, Champlain College. Formerly, Executive in Residence, Hughey Center for Financial Services, Bentley University.
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| | | | 2017 | | | | | | 2 | | | | | | 7,740 | | |
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Jane Musser Nelson, 65, Retired Managing Director, Investments, Cambridge
Associates. Currently, a director of ADX(d), and voluntarily serves as Trustee and a member of the investment committee for the Isabella Stewart Gardner Museum. Former director of First Eagle Alternative Capital BDC, Inc., and of Alcentra, an asset management subsidiary of BNY Mellon; and an adviser to investment firms, foundations and trusts. Formerly, served in senior management roles at Bain Capital, ING Capital Advisors and Eaton Vance. |
| | | | 2021 | | | | | | 2 | | | | | | 2,514 | | |
| Interested Directors | | | | | | | | | | | | | | | | | | | |
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Mark E. Stoeckle, 67, Former CEO of the Fund. Also former CEO & President of
ADX(d). Currently, also a director of ADX(d). Formerly, Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners. |
| | | | 2013 | | | | | | 2 | | | | | | 16,467 | | |
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James P. Haynie, 61, CEO and President of the Fund. Currently, also CEO and a
director of ADX(d). Formerly, President of PEO and Executive Vice President of ADX(d), and prior to that, he was Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners. |
| | | | 2023 | | | | | | 2 | | | | | | 30,715 | | |
| Directors and executive officers of the Fund as a group. | | | | | | | | | | | | | | | | | 95,990 | | |
Independent Directors
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Dollar Value of Shares Owned(1)
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Kenneth J. Dale
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greater than $100,000
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Frederic A. Escherich
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greater than $100,000
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Mary Chris Jammet
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greater than $100,000
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Lauriann C. Kloppenburg
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greater than $100,000
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Jane Musser Nelson
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$50,000 - $100,000
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Interested Directors
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Mark E. Stoeckle
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greater than $100,000
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James P. Haynie
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greater than $100,000
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Security Ownership of Management in the Fund(a)
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Shares of Common
Stock Beneficially Owned(b)(c) |
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Name
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Gregory W. Buckley
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Brian S. Hook
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| | | | 9,934 | | |
Janis F. Kerns
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| | | | 5,777 | | |
Title of Class
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
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Percent of Class
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Common Stock | | |
Adams Diversified Equity Fund, Inc.
500 E. Pratt Street, Suite 1300
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2,186,774
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8.6%
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Common Stock | | |
Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor,
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1,808,365 (1)
shares held directly and indirectly
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7.1%
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Mary Chris Jammet, Chair
Kenneth J. Dale
Frederic A. Escherich
Lauriann C. Kloppenburg
Jane Musser Nelson
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Name
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Position
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Aggregate
Compensation from the Fund(1) |
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Total Compensation
from Fund and Fund Complex paid to Directors(2) |
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James P. Haynie | | | CEO & President (a) | | | | $ | 451,635 | | | | | | N/A | | |
Gregory W. Buckley | | | Executive Vice President | | | | | 428,803 | | | | | | N/A | | |
Brian S. Hook | | | Vice President & CFO | | | | | 122,828 | | | | | | N/A | | |
Independent Directors | | | | | | | | | | | | | | | | |
Kenneth J. Dale | | |
Chair of the Board(a)(b)
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| | | | 85,000 | | | | | $ | 170,000 | | |
Frederic A. Escherich | | |
Director(a)(b)(c)(d)
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| | | | 68,000 | | | | | | 136,000 | | |
Mary Chris Jammet | | |
Director (a)(b)(c)(d)
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| | | | 66,500 | | | | | | 133,000 | | |
Lauriann C. Kloppenburg
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Director(a)(b)(c)(d)
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| | | | 68,000 | | | | | | 136,000 | | |
Jane Musser Nelson | | |
Director (b)(c)(d)
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| | | | 65,000 | | | | | | 130,000 | | |
Interested Director | | | | | | | | | | | | | | | | |
Mark E. Stoeckle | | |
Director (c)(d)(e)
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| | | | 43,333 | | | | | | 86,667 | | |
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2023
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2022
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2021
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19.8%
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24.3%
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20.7%
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2023
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2022
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2021
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0.64%
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0.56%
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0.88%
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VOTE ONLINE 1. Read the proxy statement and have the proxy card at hand. 2. Go to: www.proxyvotenow.com/adamsfunds 3. Follow the simple instructions.PO Box 211230, Eagan, MN 55121-9984VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free: 855-379-6846 3. Follow the simple instructions.VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided.ADAMS NATURAL RESOURCES FUND, INC. PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 25, 2024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints Brian S. Hook and Janis F. Kerns, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Fund to be held at 10:00 a.m., local time, on Monday, March 25, 2024, at the offices of K&L Gates LLP, 1601 K Street NW, Washington, DC, 20006 and at any adjournment or postponement thereof, to cast on behalf of the undersigned at the meeting with all powers possessed by the undersigned as if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR ALL NOMINEES” in Proposal 1 and “FOR” Proposal 2, as described in the Proxy Statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.CONTROL NUMBERAUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted.Signature(s) and Title(s), if applicable Sign in the box above.Date100223_Annual 2024_PEONote: Please sign exactly as your name(s) appear(s) on this proxy card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 25, 2024.The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/adamsfundsYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY!YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.This proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this proxy shall be voted “FOR” the proposals. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS:1. Election of Directors: NOMINEES:FOR ALLWITHHOLD ALLFOR ALL EXCEPT*(01) Kenneth J. Dale (05) Lauriann C. Kloppenburg □ □ □ (02) Frederic A. Escherich (06) Jane Musser Nelson (03) James P. Haynie (07) Mark E. Stoeckle (04) Mary Chris Jammet*Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below.2. Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm.FOR AGAINST ABSTAIN □ □ □Transact such other business as may properly come before the Meeting.Attend Annual Meeting mark here: □100223_Annual 2024_PEO |
This ‘DEF 14A’ Filing | Date | Other Filings | ||
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12/31/24 | ||||
10/8/24 | ||||
9/8/24 | ||||
For Period end: | 3/25/24 | |||
Filed as of: | 2/15/24 | |||
Filed on: | 2/14/24 | |||
2/12/24 | 13F-HR | |||
2/9/24 | 5 | |||
2/5/24 | ||||
12/31/23 | 13F-HR, 4, 5 | |||
12/27/23 | ||||
12/11/23 | SC 13D/A | |||
4/20/23 | 3, DEF 14A | |||
4/21/22 | 4, DEF 14A | |||
4/15/21 | DEF 14A | |||
7/3/18 | 3 | |||
1/22/18 | ||||
4/27/15 | ||||
4/16/15 | ||||
1/21/15 | ||||
9/9/13 | ||||
8/19/13 | 3, 4 | |||
3/19/13 | 4, DEF 14A | |||
2/14/13 | 13F-HR, 144, 4 | |||
3/20/12 | 4, DEF 14A | |||
6/1/09 | ||||
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