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.      )

 

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☐¨Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12

 

Adams Natural Resources Fund, Inc.

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TABLE OF CONTENTS
Adams Natural Resources Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, MD 21202
​NOTICE OF ANNUAL MEETING OF STOCKHOLDERS​
February 26, 2018​12, 2024​
To the Stockholders of
ADAMS NATURAL RESOURCES FUND, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of ADAMS NATURAL RESOURCES FUND, INC., a Maryland corporation (the “Fund”), will be held at the Fund’s offices 500 E. Pratt St.of K&L Gates LLP at 1601 K Street, N.W., Suite 1300, Baltimore, MD 21202,Washington, DC 20006, on Thursday, April 19, 2018,Monday, March 25, 2024, at 10:0010 a.m., local time, for the following purposes:
(1)
to elect directors as identified in the Proxy Statement to serve until the annual meeting of stockholders in 20192025 and until their successors are duly elected and qualify;
​
(2)
to ratifiyratify the appointment of PricewaterhouseCoopers LLP to serve as the Fund'sFund’s independent registered public accounting firm to audit the books and accounts of the Fund for or during the fiscal year ending December 31, 2018;2024; and
​
(3)
to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
​
The Board of Directors unanimously recommends that stockholders vote FOR Proposals (1) and (2).
Stockholders of record, as shown by the transfer agent’s books offor the Fund, at the close of business on February 2, 2018,December 27, 2023, are entitled to notice of and to vote at this meeting. All Stockholders are cordially invited to attend the Annual Meeting.
​By order of the Board of Directors,​
​
LAWRENCE L. HOOPER, JR.Janis F. Kerns
Vice President, General Counsel & Secretary
​
Baltimore, MD
Note: Even if you plan to attend the meeting, stockholders are requested to fill in, sign, date and return the accompanying proxy in the enclosed envelope without delay. Stockholders may also authorize their proxies by telephone and internet as described further in the enclosed materials.
Because space will be limited,access to the building is restricted, please call the Fund at (800) 638-2479 or send an email to contact@adamsfunds.comcontact the Fund through our website at adamsfunds.com/contact if you will be attendingplan to attend the Annual Meeting.
TABLE OF CONTENTS​
GUIDE TO ADAMS NATURAL RESOURCES FUND’S 20182024 PROXY STATEMENT
​
Introduction
​​​​2​​
​
How You May Vote and Voting By Proxy
​​​​2​​
​
Who May Vote
​​​​3​​
​
Vote Requirement
​​​​3​​
​
Quorum Requirement
​​​​3​​
​
Appraisal Rights
​​​​3​​
​
Other Matters
​​​​3​​
​
Fund Complex
​​​​3​​
​
BoardCorporate Governance Highlights
​​​​4​​
​
Nominees for Election as Directors
​​​​5​​
​
Board Leadership Structure
​​​​9​​
​
Board’s Oversight of Risk Management for the Fund
​​​​9​​
​
Process for Stockholders to Communicate with Board
​​​​109​​
​
Policy on Board of Directors’ Attendance at Annual Meetings
​​​​10​​
​
Section 16(a) Beneficial Ownership Reporting Compliance
​​​​10​​
​
Information as to Other Executive Officers
​​​​10​​
​
Principal StockholderStockholders
​​​​11​​
​
Board Meetings and Committees of the Board
​​​​11​​
​
Board of Directors Compensation
​​​​14​​
​
Transactions with Adams Diversified Equity Fund, Inc.
​​​​1413​​
​
Compensation of Directors and Executive Officers
​​​​1413​​
​
Brokerage Commissions
​​​​1715​​
​
Portfolio Turnover
​​​​1815​​
​
Expense Ratio
​​​​1815​​
​
Ratification of Selection of Independent Registered Public Accounting Firm
​​​​1816​​
​
Independent Accountant Fees
​​​​1816​​
​
Audit Committee Pre-Approval Policy
​​​​1917​​
​
Other Matters and Annual Report
​​​​1917​​
​
Stockholder Proposals or Nominations for 20192025 Annual Meeting
​​​​2017​​
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Adams Natural Resources Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, MD 21202
​
Proxy Statement
​
INTRODUCTION
The Annual Meeting of Stockholders of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), will be held on Thursday, April 19, 2018,Monday, March, 25, 2024, at 10:00 a.m., local time, at the Fund’s offices of K&L Gates LLP at 500 E. Pratt St.1601 K Street, N.W., Suite 1300, Baltimore, MD 21202,Washington, D.C. 20006 for the purposes set forth in the accompanying Notice of Annual Meeting and also set forth below. This proxy statement is furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and at any and all adjournments or postponements thereof and is first being sentprovided to stockholders on or about February 26, 2018.15, 2024.
At the Annual Meeting, action is to be taken on (1) the election of a Board of Directors; (2) the ratification of the selection of an independent registered public accounting firm; and (3) the transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held On April 19, 2018:March 25, 2024:
This Proxy Statement, the Notice of Annual Meeting, a form of the proxy, and the 20172023 Annual Report to stockholders are all available on the internet at the following website: http:
https://​www.astproxyportal.com/ast/13580/proxyvotinginfo.com/p/adamsfunds
How You May Vote and Voting By Proxy
You may vote in person at the Annual Meeting or by proxy. To authorize a proxy to cast your votes, please date, execute, and mail the enclosed proxy card, or authorize a proxycan provide voting instructions by using telephone or internet options as instructed in the enclosed proxy card, or by dating, executing and mailing the proxy card. You may also vote in person at the Annual Meeting, however, even if you intend to do so, please provide voting instructions by one of the methods described above. Except for Proposals (1) and (2), referred to above, the proxies confer discretionary authority on the persons named therein or their substitutes with respect to any business that may properly come before the meeting. Stockholders retain the right to revoke executed proxies at any time before they are voted by written notice to the Fund, by executing a later dated proxy, or by appearing and voting at the meeting. All shares represented at the meeting by proxies in the accompanying form will be voted, provided that such proxies are properly executed. In cases where a choice is indicated, the shares represented will be voted in accordance with the specifications so made. In cases where no specifications are made, the shares represented will be votedFOR Proposal (1) and FOR Proposal (2).
If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the holder of record that you must follow in order to vote your shares. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a broker’s proxy card and bring it with you to the Annual Meeting in order to vote.
2
TABLE OF CONTENTS​​​​​​
If you have questions regarding how to attend the meeting and vote in person, please contact the Secretary of the Fund by telephone at (800) 638-2479 or by emailcontact the Fund through our website at contact@adamsfunds.com.adamsfunds.com/contact.
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Who May Vote
Only stockholders of record at the close of business on February 2, 2018,December 27, 2023, may vote at the Annual Meeting. The total number of shares of common stock of the Fund ("(“Common Stock"Stock”) outstanding and entitled to be voted on the record date was 28,969,470.25,514,104. Each share is entitled to one vote. The Fund has no other class of security outstanding.
Vote Requirement
For Proposal (1), referred to above, directors shall be elected by a plurality of the votes cast at the meeting. Proposal (2), referred to above, requires the affirmative vote of a majority of the votes cast at the meeting.
Quorum Requirement
A quorum is necessary to hold a valid meeting. If stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting are present in person or by proxy, a quorum will exist. Proxies received by the Fund that are marked “withhold authority” or abstain, or that constitute a broker non-vote, are counted as present for purposes of establishing a quorum. A broker non-vote occurs when a broker returns a valid proxy but does not vote on a particular matter because the broker does not have the discretionary voting power for that matter and has not received instructions from the beneficial owner. Proxies marked “withhold authority,” abstentions, and broker non-votes do not count as votes cast with respect to any proposal, and therefore, such proxies would have no effect on the outcome of Proposals (1) and (2), above.
Appraisal Rights
Under Maryland law, there are no appraisal or other dissenter rights with respect to any matter to be voted on at the Annual Meeting that is described herein.
Other Matters
The Fund will pay all costs of soliciting proxies infor the accompanying form. See “Other Matters and Annual Report” below.Meeting. Solicitation will be made by mail, and officers, regular employees, and agents of the Fund may also solicit proxies in person, by telephone, videoconference, email or personal interview.other electronic means. The Fund has retained Morrow Sodali Fund Solutions (“MSFS”) to assist in the solicitation of proxies. The Fund will pay MSFS a fee for its services, not to exceed $3,000, and will reimburse MSFS for its expenses, which the Fund estimates should be approximately $1,500. None of the officers or employees will be paid for these services. The Fund expects to request brokers and nominees who hold stock in their names to furnish this proxy material to their customers and to solicit proxies from them and will reimburse such brokers and nominees for their out-of-pocket and reasonable clerical expenses in connection therewith.
Fund Complex
The Fund is part of a fund complexAdams Funds (the “Fund Complex”), which is composed of the Fund and Adams Diversified Equity Fund, Inc. ("ADX"), a closed-end investment company (“ADX”) that is also traded on the New York Stock Exchange. In 2015, the Fund and ADX became part of a newly-branded Adams Funds platform.
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BoardCorporate Governance Highlights
Our corporate governance is structured by the Board of Directors with a focus on the best interests of the Fund and its stockholders and in a manner our Board of Directors believesthat aligns ourthe interests with those of our stockholders. Features of the Board and management with stockholders. Key features of this governance framework and the Board’s makeup and our corporate governance structure include:
​Diversity of BackgroundStructure and Independence​
​✓•​​4 of 8​​Current and former CEOsIndependent Chair​
​✓•​​3 of 8​​Leading academicsAnnual Board and committee evaluations​
​✓•​​1 of 8Independent Audit Committee​
​•​​Resides outsideRisk and strategy oversight by the U.S.full Board and committees​
​•​​Regular rotation of committee chairs and members​
​•​​Executive session of independent directors at each regular meeting​
​Succession and Diversity of Experience​
​✓​​8 of 8​​Extensive leadership experience​
​✓​​6 of 8​​Background in finance​
​✓​​5 of 8​​Investment experience​
​Diversity of Gender and Age​
​✓​​25% are women​
​✓​​40% are 62 or younger​
​✓•​​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​
​Corporate Governance HighlightsOther Best Practices​
​✓​​Board member independence – 7 of 8 directors are independent​
​✓​​Independent Board Chair​
​✓​​Audit, Compensation, and Nominating and Governance Committees comprised solely of independent directors​
​✓​​Board holds 7 regularly-scheduled meetings each year​
​✓•​​100% attendance at Board and committee meetings in 20172023​
​✓•​​Diverse BoardActive stockholder engagement with both institutional and individual investors​
​✓​​Annual election of all directors​
​✓•​​Significant share ownership requirements for directors and senior executives​
​✓•​​AnnualDiscussions between the Independent Chair and each director supplement formal Board self-assessmentassessment​
​✓•​​Executive sessionPolicy and oversight of overboarding​
​•​​Open access for directors to all employees​
​•​​Ability of the Board and its committees to engage independent directorsadvisors at each regular meetingtheir sole discretion​
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TABLE OF CONTENTS​
(1) NOMINEES FOR ELECTION AS DIRECTORS
Unless contrary instructions are given by the stockholder signing a proxy, it is intended that each proxy in the accompanying form will be voted at the Annual Meeting for the election of the following nominees to the Board of Directors to serve until the annual meeting of stockholders in 20192025 and until their successors are duly elected and qualify, all of whom have consented to serve if elected:
​Enrique R. Arzac​​Roger W. Gale​​Craig R. Smith​
​Kenneth J. Dale​​Lauriann C. KloppenburgMary Chris Jammet​​Mark E. Stoeckle*​
​Frederic A. Escherich​​Kathleen T. McGahranLauriann C. Kloppenburg​​​​
​James P. Haynie*​​Jane Musser Nelson​​​​
​
*
Mr. Haynie and Mr. Stoeckle are “interested persons,” as defined by the Investment Company Act of 1940, as amended, because they are current and retired officers, respectively, of the Fund.
​
If for any reason one or more of the above-named nominees above-named shall become unable or unwilling to serve when the election occurs, proxies in the accompanying form will, in the absence of contrary instructions, be voted for the election of the other above-named nominees and may be voted for substitute nominees in the discretion of the persons named as proxies in the accompanying form. As an alternative to proxies being voted for substitute nominees, the size of the Board of Directors may be reduced so that there are no vacancies caused by aan above-named nominee above-named becoming unable or unwilling to serve. The directors elected will serve until the next annual meeting or until their successors are duly elected and qualify, unless otherwise provided in the Bylaws of the Fund.
The Board of Directors unanimously recommends that stockholders vote FOR the election of the Fund’s nominees.
Information as to Nominees for Election as Directors (as of December 31, 2017)2023)
Set forth below with respect to each nominee for director are his or her name, address and age, any positions held with the Fund, other principal occupations, other directorships during the past five years, business affiliations, the year in which he or she first became a director, and the number of shares of Common Stock of the Fund beneficially owned by him or her. Also set forth below is the number of shares of Common Stock of the Fund beneficially owned by all the directors and executive officers of the Fund as a group. A separate table is provided showing the dollar value range of the shares beneficially owned by each director.
​
Name, Age, Positions with the Fund,
Other Principal Occupations and Other Directorships
​​Has
Been a
Director
Since		​​Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director		​​
Shares of Common
Stock Beneficially
Owned (a)(b)(c)(d)
​
​
Independent Directors
​​​​​​​​​​​​​​​​​​​
​
Enrique R. Arzac, Ph.D., 76, Professor Emeritus of Finance and Economics at
the Graduate School of Business, Columbia University. Currently, a director
of ADX(e), Aberdeen Asset Management Funds (6 closed-end investment
companies), and Mirae Discovery Funds (6 open-end funds). In addition,
within the past five years, Dr. Arzac served as director of Credit Suisse Asset
Management Funds (2 closed-end investment companies and 8 open-end
funds), and Epoch Holdings Corporation (an investment management and
investment advisory services company).
​​​​1983​​​​​2​​​​​17,911​​
​
Kenneth J. Dale, 61, Senior Vice President and Chief Financial Officer of The Associated Press. Formerly, Vice President, J.P. Morgan Chase & Co. Inc. Currently, a director of ADX(e).
​​​​2008​​​​​2​​​​​7,851​​
​
*
Mr. Stoeckle is an “interested person,” as defined by the Investment Company Act of 1940, as amended, because he is an officer of the Fund.
​
Name, Age, Positions with the Fund,
and, During at Least the Past 5 Years, Other Principal Occupations and Other
Directorships
​​Has
Been a
Director
Since		​​Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director		​​
Shares of Common
Stock Beneficially
Owned (a)(b)(c)
​
​Independent Directors​​​​​​​​​​​​​​​​​​​
​
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).
​​​​2008​​​​​2​​​​​13,374​​
​
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).
​​​​2006​​​​​2​​​​​15,683​​
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TABLE OF CONTENTS
​
Name, Age, Positions with the Fund,
Other Principal Occupations and Other Directorships
​Has
Been a
Director
Since		​Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director		​
Shares of Common
Stock Beneficially
Owned (a)(b)(c)(d)
​
Name, Age, Positions with the Fund,
and, During at Least the Past 5 Years, Other Principal Occupations and Other
Directorships
​Has
Been a
Director
Since		​Number of
Portfolios in
Fund Complex
Overseen by
Director or
Nominee for
Director		​
Shares of Common
Stock Beneficially
Owned (a)(b)(c)
​
​
Frederic A. Escherich, 65, 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(e).
​​​2006​​​​2​​​​10,704​​
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​​
​
Roger W. Gale, Ph.D., 71, President & CEO of GF Energy, LLC (consultants to
electric power companies). Formerly, member of management group of PA
Consulting Group (energy consultants).  Currently, a director of ADX(e). Dr.
Gale also served as a director of Ormat Technologies, Inc. (geothermal and
renewable energy) within the past five years.
​​​2005​​​​2​​​​6,290​​
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.
​​​2017​​​​2​​​​7,740​​
​
Lauriann C. Kloppenburg, 57, Retired Chief Strategy Officer and former Chief Investment Officer - Equity Group of Loomis Sayles & Company, LP (a U.S. investment management firm). Currently, a member of the investment committee of 1911 Office, LLC (a family office offering trust services). Formerly, Executive in Residence, Hughey Center for Financial Services, Bentley University. Currently, a director of ADX(e), and also served as a director of Loomis Sayles & Company, LP, within the past five years.
​​​2017​​​​2​​​​1,570​​
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​​
​
Kathleen T. McGahran, Ph.D., J.D., CPA, 67, President & CEO of Pelham
Associates, Inc. (an executive education provider). Adjunct Professor, Tuck
School of Business, Dartmouth College. Formerly, Associate Dean and
Director of Executive Education and Associate Professor, Columbia
University. Currently, the Chair of the Board and a director of ADX(e) and a
director of Scor Global Life Reinsurance and Scor Reinsurance of New York.
​​​2003​​​​2​​​​12,656​​Interested Directors​​​​​​​​​​​​​​​​
​
Craig R. Smith, M.D., 71, Retired President, Williston Consulting LLC
(consultants to pharmaceutical and biotechnology industries). Formerly,
Chief Operating Officer of Algenol LLC (ethanol manufacturing) and
Chairman, President & CEO of Guilford Pharmaceuticals (pharmaceutical
and biotechnology). Currently, a director of ADX(e). Dr. Smith also served as
a director of Algenol Biofuels, Inc. and a manager of Algenol LLC, and as a
director of Depomed, Inc. (specialty pharmaceuticals) within the past five
years. 
​​​2005​​​​2​​​​8,846​​
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​​
​
Interested Director
​​​​​​​​​​​​​​​​
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​​
​
Mark E. Stoeckle, 61, CEO of the Fund since February 11, 2013, and
director since February 14, 2013. Currently, the CEO, President, and director
of ADX(e). Formerly, Chief Investment Officer, U.S. Equities and Global Sector
Funds, BNP Paribas Investment Partners.
​​​2013​​​​2​​​​14,421​​Directors and executive officers of the Fund as a group.​​​​​​​​​​​​​95,990​​
​Directors and executive officers of the Fund as a group.​​​​​​​​​​​​​136,905​​
​
(a)
To the Fund’s knowledge, except for 2,340 shares shown for Dr. McGahran, which are beneficially owned by her spouse and as to which she disclaims beneficial ownership, and the shares referred to in footnote (c)(b) below, each director and officer had sole investment and sole voting power with respect to the shares shown opposite his or her name.
​
(b)
Of the amount shown as beneficially owned by the directors and executive officers as a group, 29,188 shares were held by the Trustee under the Employee Thrift Plan of the Fund and the Employee Thrift Plan of ADX.
​
(c)
The amounts shown include nonvested restricted stock shares or vested but deferred restricted stock units and deferred stock units under the Fund’s 2005 Equity Incentive Compensation Plan (see “2005 Equity Incentive Compensation Plan” below), held by each director (13,229 held by Dr. Arzac, 5,520 for the following director; 6,819 held by Mr. Dale, 1,801Dale. No such shares or units were held by Mr. Escherich, 1,200 held by Dr. McGahran, 4,273 held byMs. Jammet, Ms. Kloppenburg, Ms. Musser Nelson, Mr. Stoeckle, 0 held by Dr. Gale, and 0 held by Dr. Smith), and by directors and executive officers as a group ( 26,022 shares).or Mr. Haynie.
​
(d)(c)
All share information is as of February 5, 2024. Calculated on the basis of 28,999,19625,514,104 shares of Common Stock outstanding on December 31, 2017,27, 2023, each director owned less than 1.0% of the Common Stock outstanding. The directors and executive officers as a group owned less than 1.0% of the Common Stock outstanding.
​
(e)(d)
Non-controlled affiliate of the Fund (a closed-end investment company), which is part of the Fund Complex. The length of the ADX Board service is identical to the period served for the Fund.
​
​
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The address for each director is the Fund’s headquarters office, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202.
Additional information about each director follows, (supplementingsupplementing the information in the table above)above and describing some of the specific experience, qualifications, attributes, or skills each director possesses that led the Board to conclude he or she should serve as a director.
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TABLE OF CONTENTS
Independent Directors
1) Enrique R. Arzac, Ph.D.Kenneth J. Dale
Dr. Arzac brings to the Board extensive expertise in asset management and securities valuation, international finance, and corporate finance gained from his many years on the faculty of Columbia University’s Graduate School of Business, and through consulting with corporations and financial institutions for more than 30 years. Dr. ArzacMr. Dale has published many articles on corporate finance, valuation, portfolio management, and commodity markets in numerous academic journals. He has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by his fellow directors and served as the Chair of the Fund’s Audit Committee for several terms. In addition, Dr. Arzac’s service on the boardsBoard of other investment companies provides him with a deep understanding of investment company oversight.
2) Kenneth J. Dale
Directors since April 21, 2022. Mr. Dale brings broad expertise in financial management to the Board. He serves as Senior Vice President and Chief Financial Officer of The Associated Press (AP), one of the largest newsgathering organizations in the world. His responsibilities at AP include all corporate finance activities, internal audit, global real estate, and administrative services, and oversight of AP’s software business, ENPS. Prior to joining AP, Mr. Dale spent 21 years as an investment banker at J.P. Morgan Chase & Co. Inc., advising media and entertainment clients on mergers and acquisitions and corporate finance transactions. He has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by his fellow directors and has served as the immediate past Chair of the Fund’s Audit Committee.
3)2) Frederic A. Escherich
Mr. Escherich brings to the Board extensive knowledge of securities investing and stock valuation gained from his 25 years at J.P. Morgan & Co. Inc. During his tenure at J.P. Morgan, Mr. Escherich served as head of mergers and acquisitions research for many years, and his responsibilities included evaluating numerous issues related to maximizing shareholder value and setting policies and procedures in connection with the valuation of companies, the assessment of various transaction types, analytical techniques, and securities. Since retiring in 2002, Mr. Escherich has focused full-time on private investing and is familiar with the dynamics of today’s equity markets. He has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by his fellow directors and currently serveshas served as the Chair of the Fund’s Audit Committee.
4) Roger W. Gale, Ph.D.3) Mary Chris Jammet
Dr. GaleMs. Jammet is a seasoned investment management professional and experienced corporate board member who brings more than 30 years of experience to the Board in-depth knowledgeFund. Currently a Principal with Bristol Partners LLC, Ms. Jammet served as Senior Vice President and Portfolio Manager at global asset management firm Legg Mason, Inc. (now Franklin Templeton), where she was responsible for $20 billion in client assets before retiring in 2013. Ms. Jammet is a member of the electric power industryBoard of Directors of MGM Resorts International (NYSE: MGM), and U.S.a former Corporate Director for Payless ShoeSource Inc. She currently serves as an Advisor to Loyola University Maryland’s Finance Department and international energy policy from his serviceis a member of the National Association of Corporate Directors, as well as the Women Corporate Directors Foundation. Ms. Jammet holds a CERT Certificate in private industry andCybersecurity Oversight, awarded by the public sector. Dr. Gale has gained electric utility industry expertise through his many years of service as a consultant, andSoftware Engineering Institute, Carnegie Mellon University. She has been quoted on electric utility issuesdeemed an audit committee financial expert, as that term is defined in leading business publicationsfederal securities regulations, by her fellow directors and television news programs. He
she serves as the chair of the Fund’s Audit Committee.
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previously served on the boards of a Fortune 500 energy conglomerate and a publicly-traded geothermal energy company. Dr. Gale holds a Ph.D. in political science from the University of California, Berkeley.
5)4) Lauriann C. Kloppenburg
Ms. Kloppenburg is the most recent addition to the Board and joined it in October 2017. She brings a wealth of knowledge of securities investing and the investment management industry to the Board, having served in many key roles at Loomis Sayles & Company, an investment management firm with more than $250$300 billion under management, and through her current role on the investment committee of a family office.management. During her more than 30-year career with Loomis Sayles, Ms. Kloppenburg was, at various times, the Director of Equity Research, Director of Large CapLarge-Cap Equities, Chief Investment Officer - Equity Group, and Chief Strategy Officer, in addition to serving as a member of the firm'sfirm’s board of directors.
6) Kathleen T. McGahran, Ph.D.
Dr. McGahran has served as the Chair Ms. Kloppenburg is a member of the Fund’s BoardBoards of Directors since March 19, 2013.Trustees of Transamerica Funds, Transamerica Series Trust, and Transamerica Asset Allocation Variable Funds. She isalso serves as an adviser to a CPA, a lawyer, and holds a Ph.D. in Accounting and Finance from New York University, and brings to the Board a very broad and valuable skill set. She is the President and CEO of Pelham Associates, an executive education provider. She has served on the faculties of the Tuck School of Business at Dartmouth College, the Graduate School of Business at Columbia University, and the Stern School of Business at New York University. Dr. McGahran has expertise in financial analysis and has conducted financial analysis training programs for Wall Street firms and Fortune 500 companies. Sheprivate family office. Ms.
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Kloppenburg has been deemed an audit committee financial expert, as that term is defined in federal securities regulations, by her fellow directorsdirectors.
5) Jane Musser Nelson
Ms. Musser Nelson is a seasoned investment management professional specializing in traditional and servedalternative financial assets, as Chairwell as an experienced corporate board member who brings more than 30 years of investment management expertise to the Fund’s Audit Committee for several terms.
7) Craig R. Smith, M.D.
Dr. Smith,Fund. She also serves, voluntarily, as a physicianTrustee and former long-timea member of the facultyinvestment committee for the Isabella Stewart Gardner Museum. Currently an adviser to investment firms, foundations and trusts, Ms. Musser Nelson formerly was the Managing Director of Investments for Cambridge Associates, a global asset manager for endowments, private wealth and pension plans. Prior to that she served in senior management roles at the Johns Hopkins University SchoolBain Capital, ING Capital Advisors and Eaton Vance. Ms. Musser Nelson is a former member of Medicine, brings to the Board extensive experienceof Directors of First Eagle Alternative Capital BDC, Inc. She is also a former director of Alcentra, an asset management subsidiary of BNY Mellon. Ms. Musser Nelson has been deemed an audit committee financial expert, as that term is defined in the pharmaceuticals and biotech industries. He recently retired as the Chief Operating Officer of Algenol LLC, a research company focusing on the production of ethanol and other high-value green chemicals from algae. He previously was President and founder of Williston Consulting, a consulting company for the pharmaceutical and biotech industries. Prior to founding Williston Consulting, Dr. Smith was Chairman, President, CEO, and a co-founder of Guilford Pharmaceuticals, a biopharmaceutical company.federal securities regulations, by her fellow directors.
Interested DirectorDirectors
8)6) Mark E. Stoeckle
Mr. Stoeckle has beenis the retired CEO of the Fund and ADX since February 11, 2013.April 20, 2023. He was elected to the Board of Directors of the Fund and ADX on February 14, 2013, and served as President of the Fund from his election to that position on February 14, 2013 through January 21, 2015. He is currently a director for ADX & PEO. Mr. Stoeckle has had aStoeckle’s distinguished career in financial services and asset management forspans over 30 years, and he brings a wealth of investment and business experience to the role. Previously, he was Chief Investment Officer, U.S. Equities and Global Sector Funds, at the global investment management firm BNP Paribas Investment Partners.
7) James P. Haynie
8Mr. Haynie, 61, is CEO of the Fund and ADX since April 20, 2023, and had served as Executive Vice President of the Fund prior to that since January 21, 2015. Before that, he served as President of the Fund beginning on August 19, 2013. He has also served as the President of PEO since January 21, 2015 and as the Executive Vice President of PEO from August 19, 2013 to January 21, 2015. Prior to joining the Fund, he was Chief Investment Officer, U.S. Equities at BNP Paribas Investment Partners from February to August 2013 and was Senior Portfolio Manager at BNP Paribas Investment Partners from 2005 to 2013.
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Stock Ownership
Independent Directors​​
Dollar Value of Shares Owned(1)​
​
Enrique R. Arzac​​greater than $100,000​​
Kenneth J. Dale​​greater than $100,000​$100,000​
Frederic A. Escherich​​greater than $100,000​$100,000​
Roger W. GaleMary Chris Jammet​​greater than $100,000​$100,000​
Lauriann C. Kloppenburg​​$10,001 - $50,000​greater than $100,000​
Kathleen T. McGahranJane Musser Nelson​​greater than $100,000​$50,000 - $100,000​
Craig R. Smith​​greater than $100,000​​
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Interested Director​​​Directors​
Mark E. Stoeckle​​greater than $100,000​$100,000​
James P. Haynie​​greater than $100,000​
​
(1)
The valuation date used in calculating the dollar valueAs of shares owned is December 31, 2017.February 5, 2024.
​
The Board has adopted equity ownership requirements for the directors and senior staff. Under these equity ownership requirements, the Chief Executive Officer, portfolio managers, research analysts, and other executive officers must own a certain value of equity in the Fund Complex with a cost basis equal to a multiple of his or her annual salary. Non-employee directors must own at least $100,000 by cost basis of the Fund’s Common Stock within 105 years of joining the Board.
The nominees for election as directors of the Fund identified above are also the nominees for election to the Board of Directors of ADX, the Fund’s largest stockholder (see “Principal Stockholder” on page 11) and part of the Fund Complex.
Board Leadership Structure
SevenFive of the Fund’s eightseven directors are not “interested persons,” as defined by the Investment Company Act of 1940, as amended (the “Act”), and are independent directors. Mr. Haynie and Mr. Stoeckle isare the only member of the Boarddirector nominees who isare each considered an “interested person” under the Act and thus is not an independent director. The Board has elected Dr. Kathleen T. McGahran,Mr. Kenneth J. Dale, an Independent Director, to serve as the Chair of the Board.
Board’s Oversight of Risk Management for the Fund
The Board’s role in risk management of the Fund is that of oversight. The internal staff of portfolio managers, research analysts, and administrative personnel is responsible for the day-to-day management of the Fund, including risk management (including management ofin such aspects as investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk, and operational risk).risk. As part of its oversight, the Board has delegated to the Audit Committee the primary role of overseeing the assessment and management of risks, including major financial risks, by the Fund’s management and the steps that management has taken to monitor and control such risks. The Audit Committee reports to the Board on a periodic basisat least quarterly on its discussions of these items with management. In addition, the Board, acting at its regularly scheduled meetings, receives reports from senior management, including the Fund’s portfolio management team, the Chief Compliance Officer, and the Chief Financial Officer. Between Board meetings, the Executive Committee, and/or the Chair of the Board, and/or the Chairman of the Audit Committee, as appropriate, interact with the CEO and other senior executives on any matter requiring action by or notice to the Board. The Board also receives periodic presentations from senior management regarding specific operational, compliance, or
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investment areas, such as business continuity, personal trading, valuation, investment research, and securities lending, and receives reports from the Fund’s General Counsel regarding regulatory, compliance, and governance matters. The Fund believes that its leadership structure enhances risk oversight. It should be noted that, in its oversight role, the Board is not a guarantor of the Fund’s investments or activities.
Process for Stockholders to Communicate with Board
The Board of Directors has implemented a process for stockholders of the Fund to send communications to the Board. Any stockholder desiring to communicate with the Board, or with specific individual directors, may do so by writing to the Secretary of the Fund at Adams Natural Resources Fund, Inc., 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, or by sending an email message to the
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Secretary at contact@adamsfunds.com.adamsfunds.com/contact. The Secretary has been instructed by the Board to promptly forward all such communications to the addressees indicated thereon.
Policy on Board of Directors’ Attendance at Annual Meetings
The Fund’s policy with regard to attendance by the Board of Directors at Annual Meetings is that all directors are expected to attend Annual Meetings that occur on the same day as a Board meeting, absent unusual and extenuating circumstances that prohibit attendance. All of the directors then servingsubmitted for election attended the 20172023 Annual Meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and officer of the Fund who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, and persons who own more than ten percent of a registered class of the Fund’s securities are required to report to the Securities and Exchange Commission (the “Commission”) by a specified date his or her beneficial ownership of or transactions in the Fund’s securities. Based upon a review of filings with the Commission, such forms received by the Fund, and written representations that no other reports are required, the Fund believes that each director officer, and greater than ten percent beneficial ownersofficer filed all requisite reports with the Commission on a timely basis during 2017, except for Ms. Prue, former Executive Vice President and Director of Shareholder Communications, who retired2023. The Fund had no greater-than-ten-percent beneficial owners in June 2017. Upon her retirement, certain shares granted to her under the Fund's 2005 Equity Incentive Compensation Plan vested. When those shares vested, she elected to forfeit shares to cover tax liabilities and the Form 4 to report the surrender of these shares was filed late.2023.
Information as to Other Executive Officers
Set forth below are the names, ages, and positions with the Fund, as of December 31, 2017,2023, of all executive officers of the Fund other than those who also serve as directors.are director nominees. Executive officers serve as such until the election of their successors.
Mr. James P. Haynie, 55,Gregory W. Buckley, 53, has served as President of the Fund since January 21, 2015, and before that, served as Executive Vice President from August 19, 2013and a Portfolio Manager of the Fund since April 20, 2023. Prior to January 21, 2015. He alsothat he served as Vice President – Research for the President ofFund and ADX from August 19, 2013 to January 21,since April 16, 2015, and has served as a senior equity analyst covering the Executive Vice President of ADX since January 21, 2015.energy and utilities sectors beginning on September 9, 2013. Prior to joining the Fund, he was Chief Investment Officer, U.S. Equities at BNP Paribas Investment Partners from February - August 2013served as an Energy Analyst and was Senior Portfolio Manager at BNP Paribas, Investment Partners from 2005 to 2013.managed a long/short Energy fund at Citadel LLC, and served as an Energy Analyst at Pioneer Investments. He began his career as an equity analyst with Federated Investors in 1999.
Mr. Brian S. Hook, 48,54, has served as Vice President Chief Financial Officer and Treasurer of the Fund and ADX since March 19, 2013. Prior thereto, he served2013, as Chief Financial Officer and Treasurer of the Fund and ADX fromsince March 20, 2012, to March 19, 2013, as Treasurer of the Fund and ADX from June 1, 2009 to MarchApril 20, 2012,2023, and as Assistant Treasurer of the Fund and ADX from September 2008 to June 1, 2009. Prior to joining the fund, he was a Vice President and Senior Manager at T. Rowe Price and a business assurance manager with Coopers & Lybrand L.L.P. prior thereto.
Ms. Janis F. Kerns, 60, has served as Vice President of the Fund and ADX since April 15, 2021, as the General Counsel, Secretary and Chief Compliance Officer since July 3, 2018, and as Assistant General Counsel from January 22, 2018 to July 3, 2018. Prior to joining the Fund in January 2018, she was Of Counsel in a prominent Washington, D.C. law firm. Previously, Ms. Kerns served for three years on the staff of the U.S. Securities and Exchange Commission in the Division of Investment Management’s Office of Investment Company Regulation. She also worked for two years as internal legal counsel for Paine Weber Group (now UBS Wealth Management USA). Ms. Kerns has more than 28 years of legal and compliance experience in the investment management industry.
The address for each executive officer is the Fund’s headquarters office, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202.
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to June 1, 2009. Prior to joining the Fund, he was a Vice President and Senior Manager at T. Rowe Price from March 1998 to August 2008, and a business assurance manager with Coopers & Lybrand L.L.P. prior thereto.
Mr. Lawrence L. Hooper, Jr., 65, has served as the Chief Compliance Officer of the Fund and ADX since April 8, 2004, as Vice President of the Fund and ADX since March 30, 1999, and as General Counsel and Secretary of the Fund and ADX since April 1, 1997. Prior thereto, he was a partner in a Baltimore, Maryland law firm.
The address for each executive officer is the Fund’s office, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202.
Security Ownership of Management in the Fund(a)
​​
Shares of Common
Stock Beneficially
Owned(b)(c)(d)(e)
​
Name​
James P. HaynieGregory W. Buckley​​​​20,7609,586​​
Brian S. Hook​​​​20,9509,934​​
Lawrence L. Hooper, Jr.Janis F. Kerns​​​​14,9465,777​​
​
(a)
As of December 31, 2017.February 5, 2024. Share ownership of directors and executive officers as a group is shown in the table beginning on page 5 and footnotes thereto.
​
(b)
To the Fund’s knowledge, other than shares referred to in footnote (d) below, each officer had sole investment and sole voting power with respect to the shares shown opposite his or her name.
​
(c)
Of the amounts shown, the following shares beneficially owned by the respective officer were held by the Trustee under the Employee Thrift Plan of the Fund and the Employee Thrift Plan of ADX: Mr. Haynie (5,912 shares), Mr. Hook (10,059 shares), and Mr. Hooper (6,305 shares).
​
(d)
The amounts shown include nonvested shares of restricted stock under the Fund’s 2005 Equity Incentive Compensation Plan (see “2005 Equity Incentive Compensation Plan” below) held by Mr. Haynie (2,243 shares), Mr. Hook (854 shares), and Mr. Hooper (961 shares).
​
(e)
Calculated on the basis of 28,999,19625,514,104 shares of Common Stock outstanding on December 31, 2017,27, 2023, each of the executive officers listed aboveherein owned less than 1.0% of the Common Stock outstanding.
​
Principal StockholderStockholders
At December 31, 2017, only one person or group of persons was2023, the following principal stockholders were known by the Fund to own beneficially more than five percent or more of any class of the Fund’s voting securities.
Title of Class
Title of Class​​Name and Address of Beneficial Owner​​
Amount and Nature of
Beneficial Ownership
​​Percent of Class​
Common Stock​​
Adams Diversified Equity Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, Maryland 21202
​​2,186,774​​8.6%​
Common Stock​​
Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor,
New York, NY 10174
​​
1,808,365 (1)
shares held directly and indirectly
​​7.1%​
​
(1)
Reflects shares held in the name of Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein, each of whom share voting and dispositive power, as disclosed in an amended Schedule 13D filed by them on December 11, 2023. Percent of Class is based on shares outstanding on December 27, 2023.
​
​Name and Address of Beneficial Owner​​
Amount and Nature of
Beneficial Ownership
​​Percent of Class​
Common Stock​​
Adams Diversified Equity Fund, Inc.
500 E. Pratt Street, Suite 1300
Baltimore, Maryland 21202
​​2,186,774 shares held directly​​7.5%​
Board Meetings and Committees of the Board
The Board of Directors held seven regular meetings during 2017, at which overalland one special meeting in 2023. Overall attendance for each incumbent director was 100%. Each incumbent director attended at least 75% of the total of all (i) meetings of the Board and (ii) meetings of committees of the Board on which he or she served in 2017.2023. Further information about the Board and its committees is provided below.
Audit Committee
Ms. Jammet (Chair), Mr. Dale, Mr. Escherich, (Chair), Dr. Arzac, Dr. Gale, Ms. Kloppenburg, and Dr. Smith,Ms. Musser Nelson, each of whom is an independent director as such is defined by the rules of the New York Stock Exchange, and none of whom is an “interested person” as such is defined by the Act, constitute the membership of the Board’s standing Audit Committee, which met four times in 2017.2023. The Board has determined each of Ms. Jammet, Mr. Dale, Mr. Escherich, Ms. Kloppenburg, and Ms. Musser Nelson to be
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an audit committee financial expert, as that term is defined in federal securities regulations. The Board has adopted a written charter under which the Committee operates. A copy of the Audit Committee Charter (“Charter”) is available on the Fund’s website: www.adamsfunds.com. Set forth below is the report of the Committee:adamsfunds.com.
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Audit Committee Report
The purposes of the Audit Committee are set forth in the Committee’s written Charter. As provided in the Charter, the role of the Committee is to assist the Board of Directors in its oversight on matters relating to accounting, financial reporting, internal control, auditing, risk assessment and risk management, regulatory compliance activities, and other matters the Board deems appropriate. The Committee also selects the Fund’s independent registered public accounting firm in accordance with the provisions set out in the Charter. Management, however, is responsible for the preparation, presentation, and integrity of the Fund’s financial statements, and for the procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out proper audits and reviews.audits.
In fulfilling its responsibilities, the Committee has reviewed and discussed the audited financial statements contained in the 20172023 Annual Report of the Fund with the Fund’s management and with PricewaterhouseCoopers LLP (“PwC”), the Fund'sFund’s independent registered public accounting firm. In addition, the Committee has discussed with PwC the matters required to be discussed pursuant to Statement of Auditing Standards No. 61, as modified or supplemented. The Committee has also received from PwC the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Committee concerning independence, considered whether the provision of nonaudit services by PwC is compatible with maintaining PwC’s independence, and discussed with PwC its independence.
In reliance on the reviews and discussions with management and PwC referred to above, and subject to the limitations on the responsibilities and role of the Committee set forth in the Charter and discussed above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Fund’s 20172023 Annual Report for filing with the Securities and Exchange Commission.
Respectfully submitted on February 15, 2018,9, 2024, by the members of the Audit Committee of the Board of Directors:
​​​​
Mary Chris Jammet, Chair
Kenneth J. Dale
Frederic A. Escherich Chair
Enrique R. Arzac
Roger W. Gale
Lauriann C. Kloppenburg
Craig R. SmithJane Musser Nelson
​
Compensation Committee
Mr. DaleMs. Kloppenburg (Chair), Ms. Bonanno**, Mr. Escherich, Ms. Jammet, Ms. Musser Nelson, and Dr. Smith constitutedMr. Stoeckle constitute the membership of the Board’s standing Compensation Committee, which met twosix times in 2017.2023. The Committee reviews and
​
**
Ms. Bonanno is retiring from the Board and is not standing for reelection.
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recommends changes in approves the compensation of the directors, officers, and employees, including salaries and the cash incentive compensation plans in which the executive officers, officers and employees of the Fund are eligible to participate. The Board has adopted a written charter under which the Compensation Committee operates, a copy of which is available on the Fund’s website: adamsfunds.com.
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Executive Committee
Dr. McGahranMr. Dale (Chair), Mr. Dale, Mr. Escherich, Dr. Gale,Ms. Jammet, Ms. Kloppenburg, and Mr. StoeckleHaynie constitute the membership of the Board’s standing Executive Committee, which met two timesone time in 2017.2023. The Committee has the authority of the Board of Directors between meetings of the Board except as limited by law, the Fund’s Bylaws, or Board resolution.
Nominating and Governance Committee
Dr. GaleMr. Escherich (Chair), Dr. Arzac, Ms. Bonanno**,Jammet, Ms. Kloppenburg, Ms. Musser Nelson, and Mr. Dale constitutedStoeckle constitute the membership of the Board’s standing Nominating and Governance Committee, which met fivefour times in 2017.2023. The Board has adopted a written charter under which the Nominating and Governance Committee operates, a copy of which is available to stockholders aton the Fund’s website: www.adamsfunds.comadamsfunds.com.
Each of the members of the Committee is an independent director as such is defined by the rules of the New York Stock Exchange and none is an “interested person” as such term is defined by the Act.
Among other responsibilities, the Committee supervises and reviews the Board composition, Board evaluations, director nominations, and corporate governance matters. For director nominations, the Committee recommends to the full Board nominees for director and leads the search for qualified director candidates. The Committee has used a third-party search firmcandidates, including canvassing, recruiting, evaluating, and recommending nominees to help identify candidates who may meet the needs of thefull Board. The firm provides information on candidates for review and discussion by the Committee.
The Committee will consider unsolicited recommendations for director candidates from stockholders of the Fund. Stockholders may recommend candidates for consideration by the Committee by writing to the Secretary of the Fund at the office of the Fund, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, giving the candidate’s name, biographical data, and qualifications, and stating whether the candidate would be an “interested person” of the Fund. A written statement from the candidate, consenting to be named as a candidate, and if nominated and elected, to serve as a director, should accompany any such recommendation.
The process thatBoard appreciates the Committee uses for identifying and evaluating nominees for director is as follows: When there is a vacancy on the Board, either through the retirement or other withdrawal of a director or the Board’s determination that the size of the Board should be increased, nominations to fill that vacancy are made by independent directors on the Board. The members of the Committee meet with the prospective director nominee. If a majority of the Committee members are satisfied that the prospective director nominee is qualified and will make a positive addition to the Board, as many of the other independent directors meet with him or her as is possible. The Committee then nominates the candidate at a meeting of the Board and a vote is taken by the full Board on whether to elect the nominee to the Board and to include the nominee in the Fund’s proxy for election at the next annual meeting of stockholders. The Fund anticipates that a similar process will be used for any qualified director candidate properly recommended by a stockholder.
The Board does not have a formal policy regarding the considerationvalue of diversity in identifying Board candidates. When considering a new candidate for the Board,its membership. In practice, when evaluating director candidates, the Committee and the full Board may considerconsiders the diversity of skills, experience and/or perspective a prospective nominee willwould bring to the Board, as part of their evaluation of the contribution that such prospective director nominee will
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make to the Board. Such factors will be consideredboth individually and in the context of the Board’s existing membership at the time such potential candidate is considered.
Board of Directors Compensation
During 2017, each director who is not an interested person, except for Dr. McGahran and Ms. Kloppenburg, received an annual retainer fee of  $60,000. Dr. McGahran, the Board Chair, received an annual retainer fee of  $75,000. Since Ms. Kloppenburg joined the Board in October 2017, she received a retainer of  $15,000 for her service in 2017. The Chairperson of each committee received an additional annual retainer fee of  $2,500 for that committee. The total amount of fees paid to the independent directors in 2017 was $457,500.
Transactions with Adams Diversified Equity Fund, Inc.
The Fund shares certain expenses for research, accounting services, other office services (including proportionate salaries and other employee benefits), rent and related expenses, and miscellaneous expenses, such as office supplies, postage, subscriptions, and travel, with ADX, of which all of the above-named nominees are also directors.ADX. These expenses wereare paid by ADX and, on the date the payment wasis made, the Fund simultaneously paidpays to ADX its allocated share of such expenses, based on either the proportion of the size of the investment portfolios of the two companies,funds, relative net assets of the two companies,funds excluding affliliated holdings, or, where possible, on an actual usage basis.basis, in accordance with the Fund’s expense allocation policy. In 2017,2023, the Fund’sfunds incurred $18,244,915 in shared expenses, and ADX’s share of such expenses was $1,064,360.$14,124,052.
Compensation of Directors and Executive Officers
Each director who is not an interested person receives an retainer fee of  $65,000 for the fiscal year corresponding to their term of service. In addition, the Board Chair and Chairperson of each committee receive $20,000 and $3,000, respectively, for the fiscal year corresponding to their service in each capacity. The total amount of fees paid to independent directors in 2023 was $418,500.
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The following table sets forth for each of the persons named below the aggregate compensation received from the Fund during the fiscal year ended December 31, 2017,2023, for services in all capacities:
Name​Position​
Aggregate
Compensation from​
the Fund(1)(2)(3)(4)(5)(6)
​
Total Compensation
from Fund and
Fund Complex
paid to Directors(6)
​​Position​
Aggregate
Compensation from
the Fund(1)
​
Total Compensation
from Fund and
Fund Complex
paid to Directors(2)
​
Mark E. Stoeckle​Chief Executive Officer(a)​​$789,847​​​​N/A​​
James P. Haynie​President​​​514,341​​​​N/A​​​CEO & President (a)​​$451,635​​​​N/A​​
Lawrence L. Hooper, Jr.​Vice President, General Counsel and Secretary​​​156,682​​​​N/A​​
Gregory W. Buckley​Executive Vice President​​​428,803​​​​N/A​​
Brian S. Hook​Vice President & CFO​​​122,828​​​​N/A​​
Independent Directors
​​​​​​​​​​​​​​​​​​​​​​​​​​
Enrique R. Arzac​
Director(b)(d)
​​​60,000​​​$120,000​​
Phyllis O. Bonanno *​
Director(c)(d)
​​​60,000​​​​120,000​​
Kenneth J. Dale​
Director(a) (c) (d)
​​​62,500​​​​125,000​​​
Chair of the Board(a)(b)
​​​85,000​​​$170,000​​
Frederic A. Escherich​
Director (a) (b) (c)
​​​62,500​​​​125,000​​​
Director(a)(b)(c)(d)
​​​68,000​​​​136,000​​
Roger W. Gale​
Director (a) (b) (d)
​​​62,500​​​​125,000​​
Mary Chris Jammet​
Director (a)(b)(c)(d)
​​​66,500​​​​133,000​​
Lauriann C. Kloppenburg​Director(b)​​​15,000​​​​30,000​​​
Director(a)(b)(c)(d)
​​​68,000​​​​136,000​​
Kathleen T. McGahran​Chair of the Board(a)​​​75,000​​​​150,000​​
Craig R. Smith​
Director (b) (c)
​​​60,000​​​​120,000​​
Jane Musser Nelson​
Director​ (b)(c)(d)
​​​65,000​​​​130,000​​
Interested Director​​​​​​​​​​​​​
Mark E. Stoeckle​
Director (c)(d)(e)
​​​43,333​​​​86,667​​
​
*
Ms. Bonanno is retiring from the Board and is not standing for re-election.
​
(1)
Of the amounts shown, direct salaries paid by the Fund to Messrs. Stoeckle, Haynie,Each officer received matching and Hooper were $230,000, $175,000, and $78,000, respectively.
​
​
14
TABLE OF CONTENTS
(2)
Of their direct salaries, $13,800, $10,500, and $4,680 werediscretionary deferred compensation to Messrs. Stoeckle, Haynie, and Hooper, respectively, under the Fund’s Employee Thrift Plan and the Executive Nonqualified Supplemental Thrift Plan (see “Employee Thrift Plans” below). The non-employee directors do not participate in these Plans.
​
(3)
plans. Of the amounts shown, $483,000, $290,000, and $63,300 were cash incentiveaggregate deferred compensation accruedfrom the Fund for Messrs. Stoeckle, Haynie, Buckley, and Hooper, respectively, in 2017Hook was $28,781, $31,395, and paid to them in 2018. These amounts include $28,980, $17,400, and $3,798 of deferred compensation to Messrs. Stoeckle, Haynie, and Hooper, respectively, under the Fund’s Employee Thrift Plan and, for Messrs. Stoeckle and Haynie, under the Executive Nonqualified Supplemental Thrift Plan (see “Employee Thrift Plans” below).
​
(4)
Under the Employee Thrift Plans, the Fund makes contributions to match the contributions made by eligible employees and may, at the discretion of the Board of Directors, make an additional contribution. The amounts shown include the Fund’s matching contributions of $39,720, $25,123, and $7,889 made on behalf of Messrs. Stoeckle, Haynie, and Hooper, respectively, in 2017, and an additional discretionary contribution of $32,085, $20,925, and $6,359 made for 2017 on behalf of Messrs. Stoeckle, Haynie, and Hooper,$11,190, respectively.
​
(5)
Of the amounts shown, $5,042, $3,293, and $1,134 were distributions paid to Messrs. Stoeckle, Haynie, and Hooper, respectively, on shares of restricted stock held under the 2005 Equity Incentive Compensation Plan (see “2005 Equity Incentive Compensation Plan” below).
​
(6)(2)
Includes only aggregatetotal compensation paid to directors for service on the boards of investment companies in the Fund Complex, which is composed of two closed-end investment companies, including the Fund. Mr. Haynie receives no compensation for his services as a director of the Fund and ADX.
​
(a)
Member of Executive Committee
​
(b)
Member of Audit Committee
​
(c)
Member of Compensation Committee
​
(d)
Member of Nominating and Governance Committee
​
Outstanding Equity Awards at Fiscal Year-End under the 2005 Equity Incentive Compensation Plan
The following table presents information regarding outstanding equity awards under the 2005 Equity Incentive Compensation Plan to the three executive officers listed in the Compensation Table above at the end of 2017:
​​​Stock Awards​
Name​​
Number of Shares
or Units of Stock
That Have Not
Vested (#)(1)
​​
Market Value
of Shares or
Units of Stock
That Have Not
Vested (2)
​​Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested (#)		​​
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested (2)
​
Mark E. Stoeckle​​​​4,273​​​​$84,776​​​​​0​​​​$0​​
James P. Haynie​​​​2,243​​​​​44,501​​​​​0​​​​​0​​
Lawrence L. Hooper, Jr.​​​​961​​​​​19,066​​​​​0​​​​​0​​
​
(1)(e)
These shares vested as follows: Mr. Stoeckle, 4,273; Mr. Haynie, 2,243; and Mr. Hooper, 961, all on January 8, 2018.Former CEO of the Funds (until April 20, 2023).
​
(2)
Using the December 31, 2017 closing market price for the Fund’s stock of $19.84.
​
Stock Vested under the 2005 Equity Incentive Compensation Plan
The following table presents information regarding the vesting of restricted stock awards during 2017 for the three executive officers listed in the Compensation Table above:
​​​Stock Awards​
Name​​
Number of Shares
Acquired on Vesting (#)
​​
Value
Realized on Vesting
​
Mark E. Stoeckle​​​​3,698​​​​$75,402​​
James P. Haynie​​​​4,096​​​​​77,871​​
Lawrence L. Hooper, Jr.​​​​832​​​​​16,964​​
15
TABLE OF CONTENTS
2005 Equity Incentive Compensation Plan
In 2005, the Board of Directors adopted an equity incentive compensation plan forand stockholders approved the Fund, called theFund’s 2005 Equity Incentive Compensation Plan (the “2005(“2005 Plan”), to replace. Stockholders reapproved the Stock Option Plan adopted in 1985, and described below. The 2005 Plan was reapproved by the stockholders at thein 2010, Annual Meeting. The 2005 Planand it expired by its terms on April 27, 2015, and grants can no longer be made under it.
Administration
2015. The 2005 Plan iswas administered by the Compensation Committee, and awarded grants of the Board of Directors, which has general responsibility to ensure thatrestricted and deferred stock units and dividend equivalents on those units. All grants under the 2005 Plan is operated in a manner that served the best interests of the Fund’s stockholders.
Available Shares
The Fund had reservedvested prior to 2019. Certain restricted and made available 872,639 shares for use as awards (4% of the Fund’s Common Stock outstanding on the effective date of the 2005 Plan). With the expiration ofdeferred stock units awarded under the 2005 Plan, grants can no longer be made under it.
Awards
The following types of awards are currently outstanding under the 2005 Plan:
•
restricted stock;
​
•
restricted stock units;
​
•
for which payment has been deferred stock units.
​
In addition, dividend equivalents were awarded in connection with awards under the 2005 Plan.
The awards are described more fully below.
Restricted Stock.    The 2005 Plan permitted sharesby election of the Common Stock to be granted to Participants as restricted stock. Restricted stock is stock that is subject to restrictions on transferability, risk of forfeiture and/or other restrictions. A Participant who receives restricted stock will have all the rights of a stockholder, including the right to vote the restricted stockrecipient, remain outstanding. All deferred and the right to receive dividends, unless the Participant is limited by the terms of the 2005 Plan or any award agreement relating to the restricted stock. During the period of restriction, the Participant may not sell, transfer, pledge, hypothecate, margin, or otherwise encumber the restricted stock.
Restricted Stock Units.   The 2005 Plan permitted restricted stock units to be granted to Participants. Restricted stock unitsoutstanding awards represent rights to receive stock and are subject to certain restrictions and a risk of forfeiture.Fund stock.
Deferred Stock Units.   The 2005 Plan authorized deferred stock units to be granted to Participants. A deferred stock unit is the right to receive stock, cash, or a combination of stock and cash at the end of a time period specified by the Compensation Committee. Deferred stock units may or may not be subject to restrictions (which may include a risk of forfeiture), which restrictions will lapse at the expiration of the specified deferral period or at earlier times, as determined by the Compensation Committee.
16
TABLE OF CONTENTS​
Employee Thrift Plans
Employees of the Fund who have completed six months of service may defer up to 100% of base salary and cash incentive compensation to a tax qualified thrift plan (“Thrift Plan”) instead of being paid currently, and the Fund contributes an amount equal to 100% of each employee’s contribution (up to 6% of base salary and cash incentive compensation) but not in excess of the maximum permitted by law (see footnotesfootnote (1) to the Compensation Table set forth on page 15above regarding 20172023 contributions for the officers identified therein). The Fund also has the discretion to contribute annually to each employee’s thrift plan
14
TABLE OF CONTENTS​​​
account an amount of up to 6% of the employee’s combined base salary and cash incentive compensation attributable to the prior year’s service with the Fund. All employee contributions are credited to the employee’s individual account. Employees may elect that their salary deferral and other contributions be invested in Common Stock, or the common stock of PEO,the Fund or ADX, or a number of mutual funds, or a combination thereof. All of the Fund’s matching contribution is invested in accordance with the employee’s investment elections. An employee’s interest in amounts derived from the Fund’s contributions becomes non-forfeitable upon completion of 36 months of service or upon death or retirement. Payments of amounts not withdrawn or forfeited under the Thrift Plan may be made upon retirement or other termination of employment.
The Fund also maintains an Executive Nonqualified Supplemental Thrift Plan for eligible employees of the Fund (the “Nonqualified Plan”). The purpose of the Nonqualified Plan is to provide deferred compensation in excess of contribution limits imposed by the Internal Revenue Code on tax-qualified thrift plans, including the Employee Thrift Plan of the Fund described above. In accordance with such limitations, for 2017,2023, the maximum annual amount that an individual can defer to all tax-qualified thrift plans offered by the FundThrift Plan is $18,000$22,500 for those under the age of 50, and $24,000$30,000 for those age 50 and over, and the maximum combined amount – consisting of both the employee’s contributions and the Fund’s matching contributions – that can go into any single tax-qualified thrift planthe Thrift Plan is $54,000$66,000 per year for those under the age of 50 and $60,000$73,500 per year for those age 50 and over.
The Nonqualified Plan permits an eligible employee to contribute to the Nonqualified Plan up to the maximum amount of 6% of the employee’s salary and cash incentive compensation that he or she is prevented from contributing to the tax-qualified thrift planThrift Plan because of the Internal Revenue Code’s limitations on annual contributions, and for the Fund to contribute the 100% matching contribution on that sum and/or the Fund’s discretionary contribution that would otherwise be limited by the Internal Revenue Code’s limitations on annual contributions. The employee’s contributions and the Fund’s contributions to the Nonqualified Plan are invested in eligible mutual funds in accordance with the employee’s investment elections.
Brokerage Commissions
During the past fiscal year, the Fund paid brokerage commissions in the amount of $238,230$160,416 on the purchase and sale of portfolio securities traded on the New York Stock Exchange and the National Association of Securities Dealers Automated Quotation System, and on swap transactions, substantially all of which were paid to brokers providing research and other investment services to the Fund. The average per share commission rate paid by the Fund was $0.03. No commissions were paid to an affiliated broker.
17
TABLE OF CONTENTS​​​​
Portfolio Turnover
The portfolio turnover rate (purchases or sales, whichever is lower, as a percentage of weighted average portfolio value) for the past three years has been as follows:
​2017​2016​2015​2023​2022​2021​
​24.4%​19.0%​16.0%​19.8%​24.3%​20.7%​
Expense Ratio
The ratio of expenses to the average net assets of the Fund for the past three years has been as follows:
​2017​2016​2015​2023​2022​2021​
​0.78%​0.82%​1.26%*​0.64%​0.56%​0.88%​
​15
*
Excluding non-recurring charge for termination
TABLE OF CONTENTS​​
The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the defined benefit retirement plans, the ratio was 0.86%.
​nominees for director.
(2) RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As permitted under the Act, the Audit Committee has selected PricewaterhouseCoopers LLP, 100 E. Pratt Street, Suite 2600, Baltimore, Maryland,MD 21202, an independent registered public accounting firm, for recommendation to the full Board as the independent registered public accounting firm to audit the books and accounts of the Fund for or during the year ending December 31, 2018.2024. PricewaterhouseCoopers LLP was the Fund’s principal auditor during the year 2017.2023. A majority of the members of the Board of Directors who are not “interested persons” (as​(as defined by the Act) have ratifiedapproved the selection of PricewaterhouseCoopers LLP as the Fund’s independent registered public accounting firm for 2018.2024. While not required under the Act, the Audit Committee and the Board of Directors have determined to submit for stockholder ratification the selection of PricewaterhouseCoopers LLP as the Fund’s independent registered public accounting firm for 20182024 at the Annual Meeting. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Board of Directors will reconsider whether or not to appoint PricewaterhouseCoopers LLP, but may nonetheless appoint such firm. Representatives of PricewaterhouseCoopers LLP are not expected to be present at the meeting but have been given the opportunity to make a statement if they so desire and to respond to appropriate questions.will be available should any matter arise requiring their presence. The Fund has been informed that PricewaterhouseCoopers LLP does not have any direct financial or any material indirect financial interest in the Fund.
Independent Accountant Fees
Audit Fees
The aggregate fees for professional services rendered by the Fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for the audit of the Fund’s annual financial statements for 2023 and review of the Fund’s semi-annual financial statements for 20172022 were $104,259 and 2016 were $80,919 and $69,348,$98,358, respectively.
Audit-Related Fees
There were no audit-related fees in 2017 and 2016.2023 or 2022.
18
TABLE OF CONTENTS​​
Tax Fees
The aggregate fees for professional services rendered to the Fund by PricewaterhouseCoopers LLP for the review of the Fund’s excise tax calculations and preparations of federal, state, and excise tax returns for 20172023 and 20162022 were $18,494$14,310 and $8,568,$13,500 respectively.
All Other Fees
There were no otherOther fees for services rendered to the Fund by PricewaterhouseCoopers LLP in 2017for 2023 and 2016.2022 were $229 and $867, respectively. Fees were related to licenses for technical reference tools.
The Board’s Audit Committee has considered the provision by PricewaterhouseCoopers LLP of the services covered in this All Other Fees section and found that they are compatible with maintaining PricewaterhouseCoopers LLP’s independence.
16
TABLE OF CONTENTS​​​
Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. In assessing requests for services by the independent auditors, the Committee considers whether such services are consistent with the auditor’s independence; whether the independent auditors are likely to provide the most effective and efficient service based upon their familiarity with the Fund; and whether the service could enhance the Fund’s ability to manage or control risk or improve financial statement audit and review quality. The Committee may delegate pre-approval authority to its Chair. Any pre-approvals by the Chair under this delegation are to be reported to the Committee at its next scheduled meeting. All services performed for 20172023 were pre-approved by the Committee.
The Board of Directors unanimously recommends ratification of the selection of
PricewaterhouseCoopers LLP.
(3) OTHER MATTERS AND ANNUAL REPORT
As of the date of this proxy statement, management knows of no other business that will come before the meeting. Should other business be properly brought up, it is intended that proxies in the accompanying form will be voted thereon in accordance with the judgment of the person or persons voting such proxies. The chairman of the meeting may, in the chairman’s discretion, adjourn the meeting to a later date and time.
The Annual Report of the Fund for the year ended December 31, 2017,2023, including financial statements, is being mailed to all stockholders entitled to notice of and to vote at the Annual Meeting to be held on April 19, 2018.March 25, 2024. A copy of the Fund’s Annual Report will be furnished to other stockholders, without charge, upon request. You may request a copy by contacting the Secretary of the Fund at 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, by telephoning the Fund at (800) 638-2479, or by sending an email message to contact@adamsfunds.com.adamsfunds.com/contact.
The Fund has retained AST Fund Solutions, LLC to assist in the solicitation of proxies. The Fund will pay AST Fund Solutions, LLC a fee for its services, not to exceed $2,500, and will reimburse AST Fund Solutions, LLC for its expenses, which the Fund estimates should be approximately $1,500.
19
TABLE OF CONTENTS​
Stockholder Proposals or Nominations for 20192025 Annual Meeting
Stockholder proposals for inclusion in the proxy statement and form of proxy relating to the 20192025 Annual Meeting must be received at the office of the Fund, 500 E. Pratt Street, Suite 1300, Baltimore, MD 21202, no later than October 29, 2018.8, 2024 (5 p.m.).
In addition, for stockholder proposals or director nominations that a stockholder seeks to bring before the 20192025 Annual Meeting, but does not seek to have included in the Fund’s proxy statement and form of proxy for that meeting, the following requirements apply: Pursuant to the Fund’s Bylaws, in order for stockholder proposals or nominations of persons for election to the Board of Directors to be properly brought before the 20192025 Annual Meeting, any such stockholder proposal or nomination (including in the case of a nomination, the information required by the Fund’s advance notice Bylaws provisions) must be received at the office of the Fund no earlier than September 29, 20188, 2024 and no later than October 29, 2018.8, 2024 (5 p.m.). The Fund’s advance notice Bylaw requirements are separate from, and in addition to, the Commission’s requirements (including the timing requirements described in the preceding paragraph) that a stockholder must meet in order to have a stockholder proposal included in the proxy statement. Should the Fund determine to allow a stockholder proposal that is received by the Fund after October 29, 20188, 2024 (5 p.m.) to be presented at the 20192025 Annual Meeting, the persons named as proxies in the form accompanying the proxy statement for such meeting will have discretionary voting authority with respect to such stockholder proposal.
2017
v

 

ANNUAL MEETING OF STOCKHOLDERS OF

ADAMS NATURAL RESOURCES FUND, INC.

April 19, 2018

    PROXY VOTING INSTRUCTIONS      

INTERNET - Access “www.voteproxy.com”VOTE ONLINE 1. Read the proxy statement and followhave the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you accessat hand. 2. Go to: www.proxyvotenow.com/adamsfunds 3. Follow the web page.

TELEPHONE - Call toll-free1-800-PROXIES (1-800-776-9437) insimple instructions.PO Box 211230, Eagan, MN 55121-9984VOTE BY PHONE 1. Read the United States or1-718-921-8500 from foreign countries from any touch-tone telephoneproxy statement and followhave the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM ESTat hand. 2. Call toll-free: 855-379-6846 3. Follow the day beforesimple instructions.VOTE BY MAIL 1. Read the meeting.

MAIL -proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and mail yourreturn the proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Annual Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

  

COMPANY NUMBER  

ACCOUNT NUMBER  

Notice of Internet Availability of Proxy Materials for the Meeting:

The notice of annual meeting, proxy statement, form of proxy card, and 2017 Annual Report to stockholders are available on the internet at the following website: http://www.astproxyportal.com/ast/13580/

Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.

    20830000000000001000    3041918

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 RECOMMENDS VOTES “FORThe 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 PROPOSALin Proposal 1 ANDFOR PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1. Election of Directors:

NOMINEES:

☐

☐

☐

FOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

O   Enrique R. Arzac

O   Kenneth J. Dale

O   Frederic A. Escherich

O   Roger W. Gale

O   Lauriann C. Kloppenburg

O   Kathleen T. McGahran

O   Craig R. Smith

O   Mark E. Stoeckle

INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill“FOR” Proposal 2, as described in the circle nextProxy Statement. The votes entitled to each nominee you wish to withhold, as shown here:l

To changebe cast by the address on your account, please check the box at right and indicate your new addressundersigned will be cast in the address space above. Please note that changes todiscretion of the registered name(s)Proxy holder on the account may not be submitted via this method.☐
FORAGAINSTABSTAIN

2. The selection of PricewaterhouseCoopers LLP as independent public auditors.

☐☐☐
In their discretion, the Proxies are authorized to vote upon allany other businessmatter that may properly come before the Meeting with allmeeting 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 powers the undersigned would possess if personally present.

Attend Annual Meeting mark here. ☐                

Signature of Stockholder 

Date: Signature of Stockholder Date: 

Note:box above.Date100223_Annual 2024_PEONote: Please sign exactly as your name or names appearname(s) appear(s) on this Proxy.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.

 

 

¨

ADAMS NATURAL RESOURCES FUND, INC.

PROXY FOR 2018 ANNUAL MEETING

THIS PROXY IS SOLICITED

ON BEHALF OF THE BOARD OF DIRECTORS

OF ADAMS NATURAL RESOURCES FUND, INC.

The undersigned stockholder of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints James P. Haynie and Lawrence L. Hooper, Jr., 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 Thursday, April 19, 2018, at the offices of the Fund, 500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202 and at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned 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.

(over)

ADAMS NATURAL RESOURCES FUND, INC.

    1.114475    

ANNUAL MEETING OF STOCKHOLDERS OF

ADAMS NATURAL RESOURCES FUND, INC.

April 19, 2018

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy

material, statements and other eligible documents online, while reducing costs, clutter and

paper waste. Enroll today via www.astfinancial.com to enjoy online access.

Important Notice of InternetRegarding the Availability of Proxy Materials for the Annual Meeting:

The notice of annual meeting, proxy statement, form of proxy card,

and 2017 Annual ReportStockholders to stockholders arebe held on March 25, 2024.The Proxy Statement for this Meeting is available on the internet at the following website:

http:https://www.astproxyportal.com/ast/13580/

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

    20830000000000001000    3041918

THE BOARD OF DIRECTORS RECOMMENDS VOTES “proxyvotinginfo.com/p/adamsfundsYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY!YOUR SIGNATURE IS REQUIRED FOR ALL NOMINEES” IN PROPOSAL 1 ANDFOR PROPOSAL 2.

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. PLEASEENVELOPE.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 YOUR VOTEBOX(ES) BELOW IN BLUE OR BLACK INK AS SHOWN HERE ☒

FOLLOWS:1. Election of Directors:

NOMINEES:

☐

☐

☐

FOR ALLWITHHOLD ALLFOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

O   Enrique R. Arzac

OEXCEPT*(01) Kenneth J. Dale

O (05) Lauriann C. Kloppenburg □ □ □ (02) Frederic A. Escherich

O   Roger W. Gale

O   Lauriann C. Kloppenburg

O   Kathleen T. McGahran

O   Craig R. Smith

O (06) Jane Musser Nelson (03) James P. Haynie (07) Mark E. Stoeckle

INSTRUCTIONS: (04) Mary Chris Jammet*Instruction: To withhold authority to vote for any individual nominee(s), mark “FORthe FOR ALL EXCEPT”EXCEPT box and fill inwrite the circle next to each nominee you wish to withhold, as shown here:l

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s)nominee(s) number(s) on the account may not be submitted via this method.

☐
FORAGAINSTABSTAIN

2. Theline below.2. Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public auditors.

☐☐☐

In their discretion, the Proxies are authorized to vote upon allaccounting firm.FOR AGAINST ABSTAIN □ □ □Transact such other business thatas may properly come before the Meeting with all the powers the undersigned would possess if personally present.

AttendMeeting.Attend Annual Meeting mark here.☐
Signature of Stockholder Date: Signature of Stockholder Date: 

Note:

Please sign exactly as your name or names appear on this Proxy. 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.

here: □100223_Annual 2024_PEO

 

 

¨

ADAMS NATURAL RESOURCES FUND, INC.

PROXY FOR 2018 ANNUAL MEETING

THIS PROXY IS SOLICITED

ON BEHALF OF THE BOARD OF DIRECTORS

OF ADAMS NATURAL RESOURCES FUND, INC.

The undersigned stockholder of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints James P. Haynie and Lawrence L. Hooper, Jr., 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 Thursday, April 19, 2018, at the offices of the Fund, 500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202 and at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned 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.

(over)

ADAMS NATURAL RESOURCES FUND, INC.

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