UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐¨
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Preliminary Proxy Statement |
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
Definitive Proxy Statement |
Definitive Additional Materials |
Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12 |
Adams Natural Resources Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required. |
Fee paid previously with preliminary materials. |
Notes:
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| By order of the Board of Directors, | |
| Vice President, General Counsel & Secretary | |
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| Proxy Statement | |
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| • | | | Regular rotation of committee chairs and members | | ||||||
| • | | | Executive session of independent directors at each regular meeting | |
| Succession and Diversity | | ||||||
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| | Mandatory director retirement age (75) | | |||||
| • | | | Term limit of 15 years | | |||
| • | | | 3 of 7 director nominees joined in the last 5 years | | |||
| • | | | 7 of 7 director nominees with a background in finance or investing | | |||
| • | | | Extensive leadership experience; 4 former or current C-Suite officers | | |||
| • | | | 3 female director nominees | | |||
| • | | | 4 of 7 director nominees 65 years old or younger | |
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| | 100% attendance at Board and committee meetings in | | |||||
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| | Significant share ownership requirements for directors and senior executives | | |||||
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| • | | | Open access for directors to all employees | | |||
| • | | | Ability of the Board and its committees to engage independent | |
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Kenneth J. Dale | | | | | Mark E. Stoeckle* | | ||
| Frederic A. Escherich | | | | | | | |
| James P. Haynie* | | | Jane Musser Nelson | | | | |
| 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 | | |
| 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 | | |
| 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 | | |
Independent Directors | | | Dollar Value of Shares Owned(1) | |
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Kenneth J. Dale | | | greater than | |
Frederic A. Escherich | | | greater than | |
| | greater than | | |
Lauriann C. Kloppenburg | | | | |
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Interested | | ||||||
Mark E. Stoeckle | | | greater than | | |||
James P. Haynie | | | greater than $100,000 | |
Security Ownership of Management in the Fund(a) | | | Shares of Common Stock Beneficially Owned(b)(c) | | |||
Name | | ||||||
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Brian S. Hook | | | | | | | |
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(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. | |||||||||||||||||||||||||||||||||||||||||||
| | | | Mary Chris Jammet, Chair Kenneth J. Dale Frederic A. Escherich Lauriann C. Kloppenburg | |
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 | | |
| | | 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 | | |
| | | 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 | | |
| 2017 | | 2016 | | 2015 | | 2023 | | 2022 | | 2021 | | ||||
| 24.4% | | 19.0% | | 16.0% | | 19.8% | | 24.3% | | 20.7% | |
| 2017 | | 2016 | | 2015 | | 2023 | | 2022 | | 2021 | | ||||
| 0.78% | | 0.82% | | 1.26%* | | 0.64% | | 0.56% | | 0.88% | |
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Please detach along perforated line and mail in the envelope providedIF you are not voting via telephone or the Internet.
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
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box above.Date100223_Annual 2024_PEONote: Please sign exactly as your |
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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Please detach along perforated line and mail in the envelope provided.
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 |
FOLLOWS:1. Election of Directors: | ||||||
NOMINEES: | ||||||
| FOR ALLWITHHOLD ALLFOR ALL
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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.