☒ | | | No fee required | |||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | 1) | | | Title of each class of securities to which transaction applies: | |
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| | 2) | | | Aggregate number of securities to which transaction applies: | |
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| | 3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| | 4) | | | Proposed maximum aggregate value of transaction: | |
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| | 5) | | | Total fee paid: | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | 1) | | | Amount Previously Paid: | |
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| | 2) | | | Form, Schedule or Registration Statement No.: | |
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| | 3) | | | Filing Party: | |
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| | 4) | | | Date Filed: | |
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1. | To elect three (3) Directors of the Fund to be elected by the holders of the Fund’s common stock and holders of its Series C Auction Rate Cumulative Preferred Stock, Series E Auction Rate Cumulative Preferred Stock, Series G Cumulative Preferred Stock, 5.00% Series H Cumulative Preferred Stock, 5.00% Series K Cumulative Preferred Stock, and 4.25% Series M Cumulative Preferred Stock (together, “Preferred Stock”), voting together as a single class; and |
2. | To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments thereof. |
| | By Order of the Board of Directors, | |
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| | PETER GOLDSTEIN | |
| | Secretary |
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration. |
3. | All Other Accounts: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
Registration | | | Valid Signature | |||
Corporate Accounts | | | ||||
(1) | | | ABC Corp. | | | ABC Corp., John Doe, Treasurer |
(2) | | | ABC Corp. | | | John Doe, Treasurer |
(3) | | | ABC Corp. | | | |
| | c/o John Doe, Treasurer | | | John Doe | |
(4) | | | ABC Corp., Profit Sharing Plan | | | John Doe, Trustee |
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Trust Accounts | | | ||||
(1) | | | ABC Trust | | | Jane B. Doe, Trustee |
(2) | | | Jane B. Doe, Trustee | | | |
| | u/t/d 12/28/78 | | | Jane B. Doe | |
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Custodian or Estate Accounts | | | ||||
(1) | | | John B. Smith, Cust. | | | |
| | f/b/o John B. Smith, Jr. UGMA | | | John B. Smith | |
(2) | | | John B. Smith, Executor | | | |
| | Estate of Jane Smith | | | John B. Smith, Executor |
Name and Address of Beneficial Owner | | | Title of Class | | | Amount of Shares and Nature of Ownership | | | Percent of Class |
Knights of Columbus Asset Advisors P.O. Box 1670 New Haven, CT 06507-0901 | | | Preferred | | | 800,000 | | | 6.9% |
Americo Financial Life & Annuity P.O. Box 410288 Kansas City, MO 64141 | | | Preferred | | | 580,000 | | | 5.0% |
Proposal | | | Common Stockholders | | | Preferred Stockholders |
Election of Directors | | | Common and Preferred Stockholders, voting together as a single class, vote to elect three Directors: Mario J. Gabelli, Leslie F. Foley, and William F. Heitmann | | | Common and Preferred Stockholders, voting together as a single class, vote to elect three Directors: Mario J. Gabelli, Leslie F. Foley, and William F. Heitmann |
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Other Business | | | Common and Preferred Stockholders, voting together as a single class |
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Director | | | Number of Portfolios in Fund Complex(3) Overseen by Director |
INTERESTED DIRECTORS/NOMINEE(4): | | | ||||||||||
Mario J. Gabelli Chairman and Chief Investment Officer Age: 79 | | | Since 1986* | | | Chairman, Chief Executive Officer, and Chief Investment Officer-Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer -Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies within the Gabelli/GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc. | | | Director of Morgan Group Holding Co. (holding company) (2001-2019); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications) (2013-2018) | | | 31(10) |
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Agnes Mullady Director Age: 63 | | | Since 2021** | | | Senior Vice President of GAMCO Investors, Inc. (2008 - 2019); Executive Vice President of Associated Capital Group, Inc. (November 2016 - 2019); President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC (2010 - 2019); Vice President of Gabelli Funds, LLC (2006 - 2019); Chief Executive Officer of G.distributors, LLC (2011 - 2019); and an officer of all of the Gabelli/GAMCO/Teton Funds (2006 - 2019) | | | — | | | 12 |
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INDEPENDENT DIRECTORS/NOMINEES(5): | | | ||||||||||
Elizabeth C. Bogan Director Age: 78 | | | Since 2021** | | | Senior Lecturer in Economics at Princeton University | | | — | | | 12 |
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James P. Conn(6) Director Age: 84 | | | Since 1989** | | | Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998) | | | — | | | 23 |
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Frank J. Fahrenkopf, Jr.(7) Director Age: 82 | | | Since 1998*** | | | Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican National Committee (1983-1989) | | | Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company) | | | 11 |
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Director | | | Number of Portfolios in Fund Complex(3) Overseen by Director |
Michael J. Ferrantino Director Age: 50 | | | Since 2017** | | | Chief Executive Officer of InterEx Inc. | | | President, CEO, and Director of LGL Group, Inc.; Director of LGL Systems Acquisition Corp. (Aerospace and Defense Communications) | | | 5 |
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Leslie F. Foley(7) Director Age: 54 | | | Since 2021* | | | Attorney; Serves on the Board of the Addison Gallery of American Art at Phillips Academy Andover; Vice President, Global Ethics & Compliance and Associate General Counsel for News Corporation (2008-2010) | | | — | | | 14 |
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William F. Heitmann Director Age: 73 | | | Since 2012* | | | Managing Director and Senior Advisor of Perlmutter Investment Company (real estate); Senior Vice President of Finance, Verizon Communications, and President, Verizon Investment Management (1971-2011) | | | Director and Audit Committee Chair of Syncreon (contract logistics provider) (2011-2019) | | | 4 |
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Kuni Nakamura(6) Director Age: 53 | | | Since 2018*** | | | President of Advanced Polymer,Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate); Trustee of Long Island University Board of Trustees; Trustee on Fordham Preparatory School Board of Trustees | | | — | | | 35 |
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Salvatore J. Zizza(7)(8) Director Age: 76 | | | Since 1986*** | | | President, Zizza & Associates Corp. (private holding company); Chairman of Bergen Cove Realty Inc. (residential real estate) | | | Director and Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals) (2009-2018); Retired Chairman of BAM (semiconductor and aerospace manufacturing) | | | 33 |
Name, Position(s) Address(1) and Age | | | Term of Office and Length of Time Served(9) | | | Principal Occupation(s) During Past Five Years |
Bruce N. Alpert President Age: 70 | | | Since 2003 | | | Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Vice President - Mutual Funds, G.research, LLC |
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John C. Ball Treasurer and Principal Financial and Accounting Officer Age: 46 | | | Since 2017 | | | Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Chief Executive officer, G. Distributors, LLC since December 2020 |
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Peter Goldstein Secretary and Vice President Age: 68 | | | Since 2020 | | | General Counsel, GAMCO Investors, Inc. and Chief Legal Officer, Associated Capital Group, Inc. since 2021; General Counsel and Chief Compliance Officer, Buckingham Capital Management, Inc. (2012-2020); Chief Legal Officer and Chief Compliance Officer, The Buckingham Research Group, Inc. (2012-2020) |
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Richard J. Walz Chief Compliance Officer Age: 62 | | | Since 2013 | | | Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013 |
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Carter W. Austin Vice President Age: 55 | | | Since 2000 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1996-2015) of Gabelli Funds, LLC |
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Molly A.F. Marion Vice President and Ombudsman Age: 68 | | | Since 2009 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Vice President of GAMCO Investors, Inc. since 2012 |
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Daniel Plourde Vice President Age: 41 | | | Since 2021 | | | Vice President of registered investment companies within the Gabelli/GAMCO Fund Complex since 2021; Assistant Treasurer of the North American SPDR ETFs and State Street Global Advisors Mutual Funds (2017-2021); Fund Administration at State Street Bank (2009-2017) |
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David I. Schachter Vice President Age: 68 | | | Since 2013 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1999-2015) of G.research, LLC |
(1) | Address: One Corporate Center, Rye, NY 10580-1422. |
(2) | The Fund’s Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. |
(3) | The “Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all the U.S. registered investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers. |
(4) | “Interested person” of the Fund as defined in the 1940 Act. Mr. Gabelli is considered to be an “interested person” of the Fund because of his affiliation with the Fund’s Adviser. Ms. Mullady is considered to be an “interested person” of the Fund because of her direct or indirect beneficial interest in the Fund's Adviser and due to a previous business or professional relationship with the Fund and the Adviser. |
(5) | Directors who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent” Directors. None of the Independent Directors (with the possible exceptions as described in this proxy statement) nor their family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of December 31, 2021. |
(6) | Director elected solely by holders of the Fund’s Preferred Stock. |
(7) | Mr. Fahrenkopf and his daughter, Ms. Foley, serve as directors of other funds in the Gabelli/GAMCO Fund Complex as well as this Fund. Mr. Zizza is an independent director of Gabelli International Ltd., which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser. |
(8) | On September 9, 2015, Mr. Zizza entered into a settlement with the Securities and Exchange Commission (the “SEC”) to resolve an inquiry relating to an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction. The company in question is not an affiliate of, nor has any connection to, the Fund. Under the terms of the settlement, Mr. Zizza, without admitting or denying the SEC’s findings and allegation, paid $150,000 and agreed to cease and desist committing or causing any future violations of Rule 13b2-2 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has discussed this matter and has determined that it does not disqualify Mr. Zizza from serving as an Independent Director. |
(9) | Includes time served in prior officer positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is duly elected and qualifies. |
(10) | As of December 31, 2021, there are a total of 47 registered investment companies in the Fund Complex. Of the 47 registered investment companies, Mr. Gabelli serves as a director or trustee for 31 funds, sole portfolio manager of 5 funds, and part of the portfolio management team of 15 funds. |
* | Nominee to serve, if elected, until the Fund’s 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies. |
** | Term continues until the Fund’s 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies. |
*** | Term continues until the Fund’s 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualifies. |
Name of Director/Nominee | | | Dollar Range of Equity Securities Held in the Fund*(1) | | | Aggregate Dollar Range of Equity Securities Held in the Family of Investment Companies*(1)(2) |
INTERESTED DIRECTORS/NOMINEE: | ||||||
Mario J. Gabelli | | | E | | | E |
Agnes Mullady | | | A | | | D |
| | | | |||
INDEPENDENT DIRECTORS/NOMINEES: | ||||||
Elizabeth C. Bogan | | | A | | | E |
James P. Conn | | | B | | | E |
Frank J. Fahrenkopf, Jr. | | | A | | | D |
Michael J. Ferrantino | | | A | | | A |
Leslie F. Foley | | | A | | | B |
William F. Heitmann | | | E | | | E |
Kuni Nakamura | | | C | | | E |
Salvatore J. Zizza | | | E | | | E |
* | Key to Dollar Ranges |
A. | None |
B. | $1 – $10,000 |
C. | $10,001 – $50,000 |
D. | $50,001 – $100,000 |
E. | Over $100,000 |
(1) | This information has been furnished by each Director and nominee for election as Director as of December 31, 2021. “Beneficial Ownership” is determined in accordance with Rule 16a-1(a)(2) of the 1934 Act. |
(2) | The term “Family of Investment Companies” includes two or more registered funds that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. Currently, the registered funds that comprise the “Fund Complex” are identical to those that comprise the “Family of Investment Companies.” |
Name of Director/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INTERESTED DIRECTORS/NOMINEE: | ||||||
Mario J. Gabelli | | | 2,485,390(3) | | | * |
| | 29,000 Series G Preferred(3) | | | * | |
| | 90,000 Series M Preferred(3) | | | * | |
Agnes Mullady | | | 0 | | | * |
| | | |
Name of Director/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INDEPENDENT DIRECTORS/NOMINEES: | ||||||
Elizabeth C. Bogan | | | 0 | | | * |
James P. Conn | | | 1,100 | | | * |
Frank J. Fahrenkopf, Jr. | | | 0 | | | * |
Michael J. Ferrantino | | | 0 | | | * |
Leslie F. Foley | | | 0 | | | * |
William F. Heitmann | | | 113,605 | | | * |
Kuni Nakamura | | | 6,368 | | | * |
| | 3,000 Series M Preferred | | | * | |
Salvatore J. Zizza | | | 16,466 | | | * |
| | | | |||
EXECUTIVE OFFICERS: | | | | | ||
Bruce N. Alpert | | | 2,416 Common Shares | | | * |
| | 5,104 Series G Preferred(4) | | | * | |
| | 9,888 Series H Preferred(5) | | | * | |
| | 8,312 Series J Preferred(6) | | | * | |
| | 4,790 Series K Preferred(7) | | | * | |
John C. Ball | | | 0 | | | * |
Peter Goldstein | | | 0 | | | * |
Richard J. Walz | | | 0 | | | * |
(1) | This information has been furnished by each Director, including each nominee for election as Director, and executive officer as of December 31, 2021. “Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Stock unless otherwise noted. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total shares outstanding. The ownership of the Directors, including nominees for election as Director, and executive officers as a group constitutes 1% of the total Common Stock and less than 1% of the total Preferred Stock outstanding. |
(3) | Comprised of 1,561,972 shares of Common Stock owned directly by Mr. Gabelli, 76,742 shares of Common Stock owned by a family partnership for which Mr. Gabelli serves as general partner. Also comprised of 846,676 shares of Common Stock and 29,000 shares of Series G Preferred Stock and 60,000 shares of Series M Preferred Stock owned by GAMCO Investors, Inc. or its affiliates and 30,000 shares of Series M Preferred Stock by Gabelli Foundation, Inc. |
(4) | Includes 5,000 shares owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership. |
(5) | Includes 4,000 shares of Series H Preferred Stock jointly owned by Mr. Alpert and his spouse and 5,888 shares owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership. |
(6) | Includes 4,000 held jointly by Mr. Alpert and his spouse and 4,000 held directly by Mr. Alpert’s spouse. All of the Fund’s outstanding 5.45% Series J Cumulative Preferred Stock was redeemed on January 31, 2022. |
(7) | Includes 4,000 shares of Series K Preferred Stock are owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership and 400 shares jointly owned by Mr. Alpert and his spouse. |
Name of Independent Director/Nominee | | | Name of Owner and Relationships to Director/Nominee | | | Company | | | Title of Class | | | Value of Interests(1) | | | Percent of Class(2) |
Frank J. Fahrenkopf, Jr. | | | Same | | | Gabelli Associates Limited II E | | | Membership Interests | | | $1,224,642 | | | * |
Michael Ferrantino | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $15,000 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $19,374 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Warrants | | | $1,298 | | | * |
Salvatore J. Zizza | | | Same | | | Gabelli Associates Fund | | | Membership Interests | | | $2,933,681 | | | * |
Salvatore J. Zizza | | | Same | | | Gabelli Performance Partnership L.P. | | | Limited Partner Interests | | | $360,853 | | | * |
(1) | This information has been furnished as of December 31, 2021. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding. |
• | The name of the stockholder and evidence of the stockholder’s ownership of shares of the Fund, including the number of shares owned and the length of time of ownership; |
• | The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Director of the Fund, and the person’s consent to be named as a Director if selected by the Nominating Committee and nominated by the Board of Directors; and |
• | If requested by the Nominating Committee, a completed and signed director’s questionnaire. |
Name of Person and Position | | | Aggregate Compensation from the Fund | | | Aggregate Compensation from the Fund and Fund Complex Paid to Directors* |
INTERESTED DIRECTORS/NOMINEE: | | | | | ||
Mario J. Gabelli | | | $0 | | | $0 (0) |
Chairman and | | | | | ||
Chief Investment Officer | | | | | ||
Agnes Mullady | | | $17,500 | | | $99,167 (11) |
Director | | | | | ||
| | | | |||
INDEPENDENT DIRECTORS/NOMINEES: | | | | | ||
Elizabeth C. Bogan | | | $17,500 | | | $132,900 (12) |
Director | | | | | ||
James P. Conn | | | $25,045 | | | $281,500 (23) |
Director | | | | | ||
Frank J. Fahrenkopf, Jr. | | | $23,556 | | | $163,500 (12) |
Director | | | | | ||
Michael J. Ferrantino | | | $24,250 | | | $39,500 (4) |
Director | | | | | ||
Leslie F. Foley | | | $17,500 | | | $82,650 (13) |
Director | | | | | ||
William F. Heitmann | | | $28,250 | | | $53,500 (4) |
Director | | | | | ||
Kuni Nakamura | | | $27,050 | | | $371,550 (35) |
Director | | | | | ||
Salvatore J. Zizza | | | $27,545 | | | $332,750 (32) |
Director | | | | | |
* | Represents the total compensation paid to such persons during the fiscal year ended December 31, 2021, by investment companies (including the Fund) or portfolios that are part of the Fund Complex. The number in parentheses represents the number of such investment companies and portfolios. |
Fiscal Year Ended December 31 | | | Audit Fees | | | Audit Related Fees | | | Tax Fees* | | | All Other Fees |
2020 | | | $52,653 | | | — | | | $5,020 | | | $13,500 |
2021 | | | $52,653 | | | — | | | $5,020 | | | $21,000 |
* | “Tax Fees” are those fees billed by PricewaterhouseCoopers in connection with tax compliance services, including primarily the review of the Fund’s income tax returns. |