UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

HENNESSY ADVISORS, 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):

NOTICE OF

20212023 ANNUAL MEETING OF SHAREHOLDERS

and

PROXY STATEMENT

Hennessy Advisors, Inc.

7250 Redwood Boulevard, Suite 200

Novato, California 94945

800-966-4354

www.hennessyadvisors.com

In this proxy statement, the terms “Hennessy Advisors,” the “company,” “we,” “us,” and “our” refer to Hennessy Advisors, Inc.

This proxy statement and the enclosed proxy card are being first sent or made available to shareholders on December 22, 2020.20, 2022.

We moved into 2022 with a strong U.S. economy as the effects of the global pandemic seemed to be diminishing, and the financial markets soared. But new trials and challenges appeared and changed the geopolitical climate and the economic picture. The conflict in the Ukraine, worldwide inflation, interest rate increases, and murmurs about a possible recession have contributed to a year marked by volatility. Because of these current challenges, I find it more important than ever to reiterate the optimism I have for the future of our nation, our communities, and our economy.

In January of this year, our financial markets were marching toward all-time highs, but that trajectory turned upside down. As a new yearI write this shareholder letter, all three major indices are down, with bleak year-to-date total returns of -3.70%, -14.30%, and new decade dawned in January, none-27.68% for the Dow, the S&P 500, and the Nasdaq, respectively. I feel confident that as supply chains continue to improve, and interest rates and costs of us could have predictedgoods stabilize, consumers and investors will realize that the world would shortly plunge into one of the worst health crises in history and that our communities would be faced with the toughest economic conditions I have seen in my lifetime. Our thoughts remain with those most deeply affected by the COVID-19 pandemic.

Here at Hennessy, we adapted quickly and effectively to the impact of COVID-19 to maintain business continuity, and I am incredibly proudfundamentals of our resilience.economy are solid. Today’s economy is completely different from the economy during the 2008 financial crisis where the consumer and our financial institutions were extremely over leveraged. We focused on our employeeshave the strongest labor market in half a century fueling ‘quiet quitting’ and on you, our shareholders,a suggestion that the ‘Great Resignation’ is most certainly not over. There is strength in household balance sheets (approximately $18 trillion in checking and savings accounts), continued corporate earnings and cash flow, significant demand in the travel and leisure industries, and a banking system that may be the strongest it has ever been. While I am so pleasedbelieve that we’ve been ablevolatility will remain, I also believe the table is set for a return to operate successfullysteady, long-term growth in these adverse conditions. This is an unprecedented time in more ways than one – culturally, politically,the market and economically. COVID-19 has fundamentally changed the way humans interact across the globe. Our sincere hope is that we come together as a nation and build a plan to get safely back to school, work, and life.economy.

Business Model and Financial Results

In the first quarter of fiscal year 2022, we successfully completed a public offering of $40.25 million of notes due in 2026. The notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter, and mature on December 31, 2026. Although the interest on the notes have reduced our earnings this fiscal year, we feel confident that we can put the capital to use in the future, and we believe it is advantageous to have capital locked in at a competitive rate in this environment. We remain committedalso have the option to pay off all or a portion of the debt in the first quarter of fiscal year 2024 if we feel that is best for our long-term business strategy of pursuing organic growthshareholders.

Our assets under management and growth through strategic acquisitions.

In aour earnings per share (EPS) both fell during this fiscal year, characterized by volatility and uncertainty,but we are pleased to reportannounce positive fully diluted annual earnings per shareEPS of $1.06. We strategically used$0.82. Additionally, and perhaps most importantly, our balance sheet continues to strengthen as we have grown our cash position to strengthenover $58 million as of September 30, 2022. We strongly believe that strategic opportunities lie ahead, and we will continue to be diligent and conservative to create profit and long-term, sustainable growth for our balance sheet. At the end of March, we paid off our outstanding debt in full with cash on hand and then focused on building our cash reserves throughout the remainder of the year to prepare for the future.shareholders.

This year also marks the 15th consecutive20^th year thatof Hennessy becoming a public company. In those 20 years, we are proud to have paid a dividend.dividend to our shareholders for the last 17 consecutive years. Based on thea closing price of $9.36$8.57 per share on November 30, 2020,December 6, 2022, the $0.1375 quarterly dividend equates to a 5.88%6.4% yield on an annualized basis.

Given the dynamic nature of the COVID-19 pandemic, we will remain flexible and take any additional actions we deem appropriate to best meet the needs of our employees, our business partners, the Hennessy Funds, and the shareholders of the Hennessy Funds and Hennessy Advisors. While we cannot reasonably estimate the duration and severity of the COVID-19 pandemic or its ultimate impact on our business and revenues, we believe we have positioned the company as best as possible to emerge from the current crisis prepared for long-term growth.

Investment Performance of theThe Hennessy Funds

We striveOn August 29, 2022, we signed a definitive agreement with Stance Capital and Red Gate Advisers to provide positive total returns for investorsacquire the assets of the Stance Equity ESG Large Cap Core ETF (NYSE: STNC) (the “Stance ETF”). The Stance ETF has current assets of approximately $44 million, and we expect to close this transaction in December 2022. Upon completion of the transaction, the Stance ETF will be reorganized to become part of our product line-up and will be named the Hennessy Funds overStance ESG Large Cap ETF. We are excited to welcome Stance Capital to our stable of skilled sub-advisors and to expand our product offerings into the ETF market.

During our fiscal year, the market cycles. Nineeffect on our funds was keenly felt as only three of the 16 Hennessy Funds achievedposted positive returns for the one-year period ended September 30, 2020.2022. However, the Longer-termlonger-term performance remainsnumbers remain strong, with 13 of the 16 Hennessy Funds posting positive returns for the five-year period ended September 30, 2022, and all of the14 Hennessy Funds with at least a 10-year10 years of operating history posting positive returns for the 10-year period ended September 30, 2020.2022. We are confident that high-quality investing provides solid long-term performance.

Distribution and MarketingOur People

After we safely and successfully came back to the office in 2021, our team returned to a robust business travel schedule in 2022. It has been inspiring to witness the creativity and energy as we have rekindled our existing business relationships and established many new ones. Our financial performance was complemented by investment managementbusiness is built around in-person gatherings and marketing achievementsattending industry events, and accolades again this year. The Hennessy Cornerstone Mid Cap 30 Fund and Hennessy Japan Fund received national best-in-class performance recognition from the Wall Street Journal and Mutual Fund Observer, respectively, while Fidelity, Schwab, and Morgan Stanley maintained one or more of the Hennessy Funds on their recommended or select lists during the year.it has been energizing to see our business partners once again.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DEAR SHAREHOLDER:

You are invited to attend our 2021 Annual Meeting of Shareholders, which will be held telephonically.

In light of public health concerns related to the COVID-19 pandemic, we have decided to hold the annual meeting telephonically. You will not be able to attend the meeting at a physical location. Instead, we will conduct the meeting exclusively via teleconference. You will be able to attend the annual meeting and ask questions on Thursday, February 11, 2021, at 1:00 p.m. PST by calling 800-909-8852 and, when prompted, entering the code 221350.

If you would like to vote on the day of the annual meeting, please call 415-899-1555 between 12:00 and 12:30 p.m. PST on Thursday, February 11, 2021. A designated employee will record your vote for each proposal and, pending verification of your identity and ownership, add your vote to the total for each proposal on which you cast a vote.

After the formal meeting is adjourned, we invite you to remain on the call for a presentation by Neil Hennessy, our Chairman and CEO.

The annual meeting of shareholders will be held for the following purposes:

Our board of directors recommends a vote “FOR” proposals 1, 2, and 2.3.

TABLE OF CONTENTS

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HENNESSY ADVISORS, INC.

7250 Redwood Boulevard, Suite 200

Novato, California 94945

PROXY STATEMENT FOR ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON FEBRUARY 11, 20219, 2023

This proxy statement and the enclosed proxy card are being first sent to shareholders of Hennessy Advisors on or about December 22, 2020,20, 2022, in connection with the solicitation by our board of directors of proxies to be used at the 20212023 annual meeting of shareholders. The annual meeting will be held on Thursday, February 11, 2021,9, 2023, at 1:006:30 p.m. PST, exclusively via teleconference. Shareholders may attend the annual meeting and ask questions by calling 800-909-8852 and, when prompted, entering the code 221350.Pacific time, at StoneTree Golf Club, 9 StoneTree Lane, Novato, California 94945 (business casual recommended).

The board of directors has designated Neil J. Hennessy and Teresa M. Nilsen as proxy agents to vote the shares of common stock solicited on its behalf.

VOTING INFORMATION

Each share of our common stock has one vote on each matter to come before the meeting. As of December 14, 2020,12, 2022, we had outstanding and entitled to vote 7,359,6397,573,706 shares of common stock. Only shareholders of record (which means shares are owned in your name in an account with our transfer agent, Computershare) as of the close of business on December 14, 2020,12, 2022, are entitled to vote at the annual meeting. If you are a beneficial owner of shares of our common stock, meaning your shares are held in street name in an account with a broker, which may include a bank or other nominee acting as custodian on your behalf, you may instruct your broker how to vote your shares.

A quorum is required to hold a valid meeting. Holders of a majority of our outstanding common stock must be present on the teleconferencein person or represented by proxy to constitute a quorum at the annual meeting. Abstentions and “broker non-votes” (explained below) are counted as present for purposes of determining quorum.

Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote your shares prior to the date ofwithout attending the annual meeting in any of the following three ways:

You may also vote on the day ofin person at the annual meeting, by calling 415-899-1555 between 12:00 and 12:30 p.m. PST on Thursday, February 11, 2021 (subject to identity and ownership verification), although we encourage you to vote your shares now.now even if you plan to attend the annual meeting. If you are a beneficial owner and want to vote your shares on the day ofin person at the annual meeting, you must obtain a legal proxy priorand bring it to the annual meeting and submit such legal proxy to proxy@hennessyfunds.com prior to 1:00 p.m. PST on Wednesday, Februarymeeting. 10, 2021 (the day before the annual meeting). You will then need to call 415-899-1555 between 12:00 and 12:30 p.m. PST on Thursday, February 11, 2021, as described above. A legal proxy is a written document that authorizes you to vote your shares held in street name in connection with the annual meeting. Please contact your broker for instructions regarding obtaining a legal proxy because your broker will not automatically supply one to you.

For shareholders of record, if you choose to vote by internet, phone, or mail, then the proxy agents will vote your shares at the annual meeting in accordance with your specific voting instructions (unless your proxy is mutilated or otherwise received in such form or at such time as to render it not votable). If you submit a proxy but do not provide specific voting instructions, then the proxy agents will vote your shares in the manner recommended by the board on each proposal described in this proxy statement.

For beneficial owners, your broker must vote your shares in accordance with the specific voting instructions your broker receives from you, which may include voting by internet, phone, or mail as permitted by your broker. If you do not provide your broker with instructions on how to vote your shares, your broker will have discretionary authority to vote on your behalf on any “routine” proposals.” However, your broker may not vote your shares with respect to “non-routine” proposals unless it receives specific instructions from you. A “broker non-vote” occurs when a broker does not vote on a particular proposal because the broker does not have discretionary voting authority for that particular proposal and has not received specific instructions from the beneficial owner or otherwise does not vote. ProposalProposals 1 and 2 – the election of directors and the advisory vote on executive compensation – is aare non-routine mattermatters for which brokers do not have discretionary voting authority. If you are a beneficial owner and do not instruct your broker how to vote with respect to Proposal 1,these two non-routine proposals, your broker will not vote with respect to such proposal.proposals. Proposal 23 – the ratification of the selection of Marcum LLP as the company’s independent registered public accounting firm for fiscal year 20212023 – is a routine matter on which brokers have discretionary voting authority.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before the annual meeting by giving written notice to our corporate secretary, submitting a later-dated proxy, or voting by phone on the day ofattending the annual meeting.meeting and voting in person. If you are a beneficial owner, then you may change your vote by following the instructions provided by your broker.

Shown below is a list of the matters to be considered at the annual meeting and the vote required for election or approval, as the case may be.

We encourage you to vote your shares now regardless of whether you plan to join the teleconference to attend the annual meeting.

PROPOSAL 11:

ELECTION OF DIRECTORS

The board of directors recommends a vote “FOR”the election of each nominee listed below.

At the annual meeting, nine8 directors will be elected to serve for one-year terms or until their respective successors are elected and qualified. Each of our nominees is currently a director who, with the exception of Ms. Newton, was previously elected by the shareholders. Ms. Newton was recommended as a director nominee to our nominating committee by two of our executive officers, Neil J. Hennessy and Teresa M. Nilsen, and was appointed to the board of directors effective December 8, 2022. At the recommendation of the nominating committee, our board of directors has nominated each of our ninethe 8 current directors described below to stand for reelection. As part of a periodic director refreshment process, Daniel G. Libarle, Rodger Offenbach, and Daniel B. Steadman were not nominated for reelection to the Board and have transitioned to serve on our recently-formed Advisory Committee.

Each director nominee is presently available for election and has consented to being named in this proxy statement and to serve as a director if elected. In the unanticipated event that any director nominee becomes unavailable, the proxy agents may, in their discretion, vote for a substitute.

The following biographies describe the experience, qualifications, attributes, and skills of the director nominees that led the board and the nominating committee to conclude that he or she should serve as a director. In addition, we also believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the company and our board.

Neil J. Hennessy (age 64)66) has served as chairman of the board and chief executive officer of Hennessy Advisors since 1989 and served as president of Hennessy Advisors from 1989 to January 2018. Mr. Hennessy has also servedserves as chairman of the board, chief investment officer,market strategist, president, and portfolio manager of Hennessy Funds Trust (the trust for our mutual funds) since 1996.. He previously served as the chief investment officer of Hennessy Funds Trust from 1996 until 2021. Mr. Hennessy started his financial career in 1979 as a broker at Paine Webber. He subsequently moved to Hambrecht & Quist and later returned to Paine Webber. From 1987 to 1990, Mr. Hennessy served as a nominated member of the National Association of Securities Dealers, Inc.’s District 1 Business Conduct Committee. From January 1993 to January 1995, Mr. Hennessy served his elected term as chairman of the District 1 Business Conduct Committee. Mr. Hennessy earned a bachelor of business administration from the University of San Diego. Mr. Hennessy has amassed considerable business acumen in his career. Since founding the company in 1989, he has successfully navigated the company through many economic cycles. His significant experience in managing the company enables him to provide the board with invaluable knowledge and guidance. Mr. Hennessy is the brother of Dr. Brian A. Hennessy.

Teresa M. Nilsen (age 54)56) has served as president of Hennessy Advisors since January 2018, as chief operating officer since October 2010, and as a director and secretary since 1989. From 1989 until January 2018, Ms. Nilsen served as executive vice president and chief financial officer of Hennessy Advisors. Ms. Nilsen is also executive vice president and treasurer of our mutual funds. Ms. Nilsen has worked in the securities industry since 1987, and she earned a bachelor of arts in economics from the University of California, Davis. Ms. Nilsen’sNilsen contributes invaluable long-term knowledge of the Company’s business and operations. Her additional qualifications to serve on our board include her significant financial management, operational, and leadership experience gained during her extensive career in the securities industry.

Daniel B. Steadman (age 64) has served as a director and executive vice president of Hennessy Advisors since 2000 and served as the chief compliance officer from 2010 until January 2018. Mr. Steadman is also executive vice president and secretary of our mutual funds. Mr. Steadman has been in the banking and financial services industry since 1974, serving as vice president of WestAmerica Bank from 1995 through 2000, vice president of Novato National Bank from its organization in 1984 through 1995, assistant vice president and branch manager of Bank of Marin from 1980 through 1984, and banking services officer of Wells Fargo Bank from 1974 through 1980. Mr. Steadman’s substantial experience in the financial services industry, as well as his significant experience in managing the strategic development of the company, enables him to provide the board with valuable insights and advice.

Brian A. Hennessy (age 67)69) has served as a director of Hennessy Advisors since 1989 and as a director of our mutual funds from 1996 to 2001. Dr. Hennessy, now retired, was a self-employed dentist for over 20 years. Dr. Hennessy earned a bachelor of science in biology from the University of San Francisco and a D.D.S. from the University of the Pacific. Dr. Hennessy’s qualifications to serve on our board include his considerable experience as a business owner. His many years running his own practice allowed him to navigate many business-related issues, making him a valuable source of knowledge to us. This, combined with his prior service as a director of our mutual funds, has provided him with a solid understanding of the company and the industry in which it operates. Dr. Hennessy is the brother of our chairman of the board, Neil J. Hennessy.

Daniel G. LibarleLydia Knight-O’Riordan (age 79)58) has served as a director of Hennessy Advisors since 2001. Mr. Libarle is2021. Ms. Knight-O’Riordan has worked for Hathaway Dinwiddie Construction Co. since 1988 and currently serves as a manager in the ownerCost Management and president of Lace House Linen Supply, Inc. HeProject Management division, a role that she has held since 2009. She previously served as a directorAssistant Project Manager and chairman of the board of directors for Bank of Petaluma from its organization in 1987 until it was sold in 2002 and served as a director of Greater Bay Bancorp and wasProject Accountant. Ms. Knight-O’Riordan is a member of its audit committee from 2003 until its salethe Middletown Rancheria of Pomo Indians of California and was appointed to Wells Fargothe tribe’s Economic Committee in October 2007. In January 2008, Mr. Libarle became2020 after having previously served two terms as Treasurer. She also serves as a directorboard member of the Exchange Bank, where he currently serves onSanta Venetia Swim Club. Ms. Knight-O’Riordan’s extensive leadership and management experience has given her in-depth knowledge of the bank’s auditbusiness world and loan committees. Mr. Libarle earned a bachelor of arts in economics fromenables her to provide the University of Oregon and San Jose State University. Mr. Libarle is an effective and knowledgeable member of our board of directors and brings with him years of essential business experience. Mr. Libarle employs his decades of experience on various boards and audit committees in the financial services industry to lead and guide our audit committee. He has extensive knowledge in reading and analyzing financial statements, and his role as a business owner also provides him with the operational knowledge to anticipate and mediate business-related issues.valuable insight.

Rodger OffenbachKiera Newton (age 69)45) has served as a director of Hennessy Advisors since 2001 and served2022. Ms. Newton has worked as a directorForensic Accountant for Gursey | Schneider LLP since January 2020. Prior to that, she was an Assurance Manager at Marcum LLP from 2013 through November 2019, where she was involved in numerous private and public company reviews and audits and supervised the work of our mutual funds from 1996 to 2001. Mr. Offenbach wasothers on the owner of Ray’s Catering and Marin-Sonoma Picnics from 1973 to 2010. Mr. Offenbachaudit team. Ms. Newton earned a bachelor of science in business administrationAccounting from California State University, Sonoma. Mr. Offenbach’s longSaint Mary’s College of California. Her extensive accounting and auditing experience as an employerenables her to lead and businessman has honed his understanding of financial statements and the complex issues that confront businesses. This, combined with his diligent and thoughtful service as a director over the years and his prior service as a director ofguide our mutual funds, has provided him with a solid understanding of the company and the industry in which it operates, enabling him to provide the board with valuable input and oversight.audit committee.

Susan W. Pomilia (age 54)56) has served as a director of Hennessy Advisors since 2014. Ms. Pomilia has worked in the mortgage industry for over 30 years. From 1985 to 2007, Ms. Pomilia worked for Residential Mortgage Capital, d/b/a First Security Loan, where she opened branches in Larkspur and Mill Valley. From 2007 to 2017, she worked with RPM Mortgage and grew her business to include branches in Mill Valley, Napa, and Petaluma. Because of her constant pursuit of better products and service, she aligned her team with Supreme Lending in November 2017. Ms. Pomilia’s experience managing dozens of employees and multiple branches provides her with excellent insight and business perception. This, combined with her exceptional service as the president of Cruisin’ with Susan, a non-profit organization, treasurer of NorthBay California Association of Mortgage Professionals, and vice president of Pomilia Financial, Inc., provides her with tremendous understanding of business in general and the financial industry specifically.

CORPORATE GOVERNANCE

Director Attendance

Our board held five regular meetings and one special meeting during fiscal year 2020.2022. All directors attended at least 75% of all meetings of the board and board committees on which they served during fiscal year 2020.2022.

Directors are encouraged to attend the annual meetings of shareholders. EightAll nine of our then-current directors other than Brian A. Hennessy attended the nine directors attended last year’s2022 annual meeting of shareholders.

Director Independence

The board determined that Henry Hansel, Daniel G. Libarle, Rodger Offenbach,Lydia Knight-O’Riordan, Kiera Newton, Susan W. Pomilia, and Thomas L. Seavey who comprise five of our nine directors, are independent under NASDAQNasdaq rules. The NASDAQNasdaq rules include several objective tests and one subjective test for determining who is an independent director. The subjective test requires that the board affirmatively determine, after reviewing all relevant information, that a director does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The board has not established categorical standards or guidelines to make this subjective determination, but instead considers all relevant facts and circumstances.

Henry Hansel, Daniel G. Libarle, Rodger Offenbach,Lydia Knight-O’Riordan, Kiera Newton, Susan W. Pomilia, and Thomas L. Seavey all qualified as independent under the objective tests. The board then reviewed and discussed additional information provided by the directors and the company with regard to any transactions, relationships, or arrangements that each such director had with the company during the three years prior to the independence determination. Matters reviewed included commercial and charitable transactions, relationships, and arrangements, and the board deemed none of such matters to be material. Based on this review, the board made a subjective determination that no relationships exist that impair the independence of such directors.

Board Diversity

The following matrix details the diversity of the board of directors as of the date of this proxy statement:

Board Committees

The board of directors has established an audit committee, a compensation committee, and a nominating committee. Members of these committees are elected annually, generally in the winter. Each committee has a written charter that is approved by the board and reviewed for adequacy on an annual basis. Committee charters are available on our website at www.hennessyadvisors.com.

Nominating Committee. TheDuring fiscal year 2022, the nominating committee presently comprises all of our independent directors:comprised Susan W. Pomilia (Chair), Henry Hansel, Daniel G. Libarle, Rodger Offenbach, and Thomas L. Seavey. Effective as of December 8, 2022, the nominating committee comprises Susan W. Pomilia (Chair), Henry Hansel, and Thomas L. Seavey. The nominating committee met once during fiscal year 2020.2022. The principal responsibilities and functions of the nominating committee include making recommendations for director nominees to the full board of directors for the next annual meeting of shareholders and making recommendations for committee assignments and committee chair designations.

Qualifications for consideration as a director nominee vary according to the particular areas of expertise sought to complement the existing board composition. However, in making its nominations, the nominating committee considers, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting the company, time available for meetings and consultation regarding company matters, and other particular skills and experience. In considering the diversity of a candidate, the committee considers a variety of factors including, but not limited to, age, gender, and ethnicity. We do not currently employ an executive search firm or retain any other third party to locate qualified candidates for director positions, although we may do so in the future if the nominating committee deems it

Hedging Transactions

We have not adopted any practice or policy regarding the ability of our directors or employees (including our executive officers), or any of their designees, to engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock.

Related Party Transactions

During fiscal years 20202022 and 2019,2021, there were no related party transactions of more than $120,000, except as described below.

Joseph T. Fahy, the spouse of Kathryn R. Fahy, our chief financial officer, is employed by the company and serves as a vice president and senior compliance officer of our mutual funds. In fiscal year 2020, he earned a total of $76,925 from the company, consisting of a cash bonus and a grant of restricted stock units at a grant date stock price of $9.50 per share. In fiscal year 2019, he earned a total of $107,289 from the company, consisting of a cash bonus and a grant of restricted stock units at a grant date stock price of $9.91 per share. All restricted stock units vest at a rate of 25% per year over four years. In addition, in both fiscal years he received other benefits on the same terms available to all other employees of the company, including eligibility for awards of restricted stock units. For both fiscal years, Mr. Fahy’s salary and certain benefits were paid by our

DIRECTOR COMPENSATION

The following table sets forth compensation received by each non-management director in fiscal year 2020.2022. From October 1, 2021, through December 31, 2021, Non-managementnon-management directors received $13,500 per board meeting and $1,500 per committee meeting, and committee chairs received $2,000 per committee meeting. Effective January 1, 2022, the per board meeting except that allfees were decreased to $12,000 in connection with the appointment of an additional non-management directors voluntarily agreeddirector to a temporary 25% reduction in per-meetingthe Board, but the committee and chair fees for the period from May 1, 2020, through September 30, 2020, to offset the impacts on the company of the COVID-19 pandemic and related economic downturn.remained unchanged. In addition to the fees received for board and committee service, the compensation committee determines the amount of restricted stock units, if any, to award to each non-management director on an annual basis.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information relating to the beneficial ownership as of November 30, 2020,2022, of (1) each person known to us to be the beneficial owner of more than 5% of our common stock, (2) each director, (3) each executive officer named in the summary compensation table elsewhere in this proxy statement, and (4) all directors and executive officers as a group. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares. The mailing address for all

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers, directors, and 10% shareholders to file reports with the SEC ofsetting forth their holdings of, and transactions in, our common stock. Based solely on a review of copies of such reports and representations from these reporting persons, we believe all required reports were filed on a timely basis during fiscal year 2020.2022.

EXECUTIVE OFFICERS

Our executive officers are listed below.

Biographical information for Ms. Kathryn R. Fahy and Mr. Steadman is set forth below, and biographicalbelow. Biographical information for our other executive officersMr. Hennessy and Ms. Nilsen may be found under the heading “Election of Directors.”

KathrynR. Fahy (age 40)42) has served as the chief financial officer and as a senior vice president of Hennessy Advisors since January 2018. From January 2006 until January 2018, Ms. Fahy served as the controller of Hennessy Advisors, and from March 2015 until January 2018, she also served as director of finance of Hennessy Advisors. She is also vice president, assistant secretary, and assistant treasurer of our mutual funds. Ms. Fahy began her career in accounting in 2002. Before joining the company in 2006, she worked as a public accountant for Deloitte & Touche, and as a senior internal auditor for Knight Ridder, Inc. Ms. Fahy holds a bachelor of arts in international economics with a minor in accounting from the University of California, Los Angeles, and is a Certified Public Accountant.

Daniel B. Steadman (age 66) has served as an executive vice president of Hennessy Advisors since 2000. He previously served as the chief compliance officer from 2010 until January 2018 and as a director from 2000 through December 2022. Mr. Steadman is also executive vice president and secretary of our mutual funds. Mr. Steadman has been in the banking and financial services industry since 1974, serving as vice president of WestAmerica Bank from 1995 through 2000, vice president of Novato National Bank from its organization in 1984 through 1995, assistant vice president and branch manager of Bank of Marin from 1980 through 1984, and banking services officer of Wells Fargo Bank from 1974 through 1980.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Overview

The goal of our compensation program is the same as our broader company-wide goal:goal, which is to create long-term value for our shareholders. In an effort to achieve this goal, we have designed and implemented our compensation program to (1) encourage our executive officers to remain with us for long and productive careers and (2) align the interests of our executive officers with the interests of our shareholders. We believe that most of our compensation elements simultaneously fulfill both of these objectives.objectives simultaneously. The principal elements of our compensation program are salary, bonus, equity awards, company 401(k) contributions, severance payments, and payments in the event of a change of control.

Compensation Objectives

Retention. Given our small number of high-level executives, all of our executive officers are essential to our success. Our executive officers are experienced in the mutual fund industry and are presented with other professional opportunities in the industry from time to time, including opportunities at potentially higher compensation levels. We believe it is critical to our success that turnover among our executive officers remainremains low and that our executive officers remain driven to achieve their individual and company-wide goals. Key elements of our compensation program that are designed to maximize executive officer retention include:

Ms. Nilsen’s recommendations are based on her experience, the performance of our executive officers, and third-party salary survey data from McLagan. McLagan has an extensive database that includes compensation data from most investment management companies, including private companies for which information is not otherwise generally available. McLagan aggregates and summarizes the compensation data by position without disclosing specific information for any particular company. We compare our executive positions to what we determine to be positions of similar scope and complexity that are included in the McLagan data. We believe this comparative data is useful and appropriate in establishing competitive compensation levels for our executive officers.

The cash bonus amounts for Mr. Steadman and Ms. Fahy are approved by the compensation committee and paid out of a general bonus pool for all employees other than Mr. Hennessy and Ms. Nilsen. The total bonus pool generally is set as a percentage of pre-tax profits, but the executive officers have discretion to adjust the bonus pool up or down based on business circumstances. Our executive officers determine the percentage amount to be accrued in the bonus pool each year and review that percentage amount quarterly based on the current performance of the company. Bonuses paid out of the bonus pool are discretionary, but are based in part on individual performance. Each year, our executive officers set company-wide objectives that are then presented to the board. They also set individual performance objectives for each employee that are based on customer focus, teamwork, ethics, work product and quality, and attitude. For fiscal year 2020,2022, company-wide objectives included effectively managing cash and equity, maintaining profitability, pursuing strategic business opportunities, building and growing banking relationships, maintaining our compliance program, improving and expanding our distribution, marketing, public relations, and sales programs, strengthening our networking and business relationships, effectively managing our relationships with our sub-advisors and satellite offices, strengtheningand maintaining our networking, and pursuing strategic business opportunities.compliance program. Because the bonus accrual is based primarily on a percentage of pre-tax profits, bonuses automatically are aligned with the company’s performance.

Equity Awards. We believe that the use of equity awards helps us to maintain a strong association between the compensation of our executive officers and the long-term interests of our shareholders. Furthermore, we believe that restricted stock units are the most effective equity compensation tool for a company of our size because restricted stock units provide the same type of equity-based value to executive officers as stock options, but with less dilution to earnings per share for an equivalent grant date fair value. All of our restricted stock unit awards vest over a four-year period,periods, which we believe provide added incentive to our executive officers to focus on long-term performance and profitability and encourage executive retention. Following its annual performance review of our executive officers, the compensation committee determines the amount of restricted stock units, if any, to award to our executive officers and sets the aggregate amount of restricted stock units, if any, to be awarded to employees on a subjective basis based on our budget limitations for future years and the number of shares available for issuance under the company’s Amended and Restated 2013 Omnibus Incentive Plan.

Company 401(k) Contributions. We use 401(k) contributions as a means of compensating and retaining our executive officers while also instilling in them the idea that retirement planning is essential. The company 401(k) contribution is optional from year to year and is awarded to our executive officers on the same basis that it is awarded to all employees. It is not based on performance or goal achievement. The percentage level of the contribution is subjective and is determined by our executive officers annually for all employees and,employees. The compensation committee approves the percentage level of contribution with respect to theour executive officers, is also approved by the compensation committee.officers.

Severance or Change of Control Agreements. Mr. Hennessy’s and Ms. Nilsen’s employment agreements provide for certain payments upon the occurrence of specified events, including termination of(i) if Mr. Hennessy’s or Ms. Nilsen’s employment is terminated, respectively, or the failure by the company to have(ii) if an acquiror of all or substantially all of the company’s assets does not assume Mr. Hennessy’s or Ms. Nilsen’s employment agreement, respectively. We believe that the rights to these payments provide job security for Mr. Hennessy and Ms. Nilsen and allow them to focus on the performance of our company.

We have also entered into bonus agreements with Ms. Nilsen and Mr. Steadman that provide for payments in the event of a change of control.control with or without termination. The change of control payments are intended to allow Ms. Nilsen

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Years 20202022 and 20192021⁽¹⁾

Outstanding Equity Awards at Fiscal Year End 20202022

Potential Payments upon Termination or Change of Control

Under the terms of the restricted stock unit award agreements between the company and each executive officer, the employment agreements with Mr. Hennessy and Ms. Nilsen, and the bonus agreements with Ms. Nilsen and Mr. Steadman, our executive officers are entitled to certain compensation in the event of a termination of employment or a change of control of the company. The material terms of each such agreement are discussed below.

Neil J. Hennessy

Employment Agreement

We have had an employment agreement with Mr. Hennessy since the time of our initial public offering, and such employment agreement has been amended and amended and restated several times. Most recently, we amended and restated Mr. Hennessy’s employment agreement as of February 22, 2019, to provide for Mr. Hennessy’s continued service through January 26, 2023, with automatic one-year renewals unless either party gives written notice to the other at least 60 days prior to the expiration of the then-current term.

Under the terms of his employment agreement, Mr. Hennessy is entitled to (1) an annual base salary of $350,000, which amount may be increased in the board’s sole discretion at the start of each calendar year, (2) Quarterly Bonuses of 6.5% of Adjusted Quarterly Pre-Tax Profit, and (3) participate in our benefit plans. In the event that (A) Mr. Hennessy’s employment is terminated by the company without cause or (B) Mr. Hennessy terminates his employment with the company for good reason, Mr. Hennessy is entitled to receive severance payable in 24 equal monthly installments (except to the extent payment is required to be delayed pursuant to Section 409A of the Code) equal to the sum of (i) (x) one year’s full base salary and an average annual bonus for the three most recent fiscal years prior to the termination of employment multiplied by (y) two and (ii) a pro-rated Quarterly Bonus for the quarter in which the termination occurs. In addition, under the foregoing circumstances, Mr. Hennessy is also entitled to receive payment of any previously earned and deferred Quarterly Bonus in the reserve account following the end of the fiscal year in which his employment terminates. In the event Mr. Hennessy is terminated for cause or terminates his employment with the company without good reason, no severance is payable.

If the employment agreement terminates as a result of death or disability, Mr. Hennessy is entitled to all bonuses earned or accrued as of the date of his termination. Furthermore, in the case of disability, Mr. Hennessy is also entitled to continue receiving his base salary and benefits for three months or until the date he begins receiving benefits under a disability plan or policy, whichever is soonest.

In the event of a sale, transfer, or other disposition of all or substantially all of our assets or business, whether by merger, consolidation, or otherwise, we may assign the employment agreement and its rights, provided that the successor assumes all of our obligations under the employment agreement.

If any payment or benefit under the employment agreement and any other agreement, plan, or arrangement would constitute an excess parachute payment under Section 280G of the Code, then Mr. Hennessy would receive either the full amount of such payments and benefits or a lesser amount such that no portion of the payments and benefits would be subject to the excise tax, whichever would result in a greater after-tax benefit to Mr. Hennessy.

The employment agreement defines the terms listed below as follows:

provided, in any case, that Mr. Hennessy (1) provides notice to the company of the existence of the condition constituting good reason within 90 days of its initial existence and (2) allows the company 30 days to remedy the condition.

Restricted Stock Unit Award Agreements

The restricted stock unit award agreements between the company and each executive officer provide that all restricted stock units held by an executive officer immediately vest in full (1) if the executive officer’s employment terminates as a result of death, disability, or retirement at a time when the company would not be able to terminate the executive officer for cause or (2) upon a change of control of the company.

The Amended and Restated 2013 Omnibus Incentive Plan, under which the restricted stock unit award agreements are issued, defines the terms listed below as follows:

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Disability, with respect to restricted stock unit awards, means, except as otherwise determined by the compensation committee and set forth in an award agreement, the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of at least 12 months, as determined by the compensation committee.

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Retirement means, except as otherwise determined by the compensation committee and set forth in an award agreement, termination of employment with the company and its affiliates (for other than cause) on a date the participant is then eligible to receive immediate early or normal retirement benefits under the provisions of any of the company’s or its affiliate’s defined benefit pension plans, or if the participant is not covered under any such plan, on or after attainment of age 55 and completion of 10 years of continuous service with the company and its affiliates or on or after attainment of age 65 and completion of five years of continuous service with the company and its affiliates, where “cause” means (1) if the participant is subject to an employment agreement with the company or an affiliate that contains a definition of “cause”, such definition, or (2) otherwise, except as otherwise determined by the compensation committee and set forth in an award agreement, any of the following as determined by the compensation committee. Retirement means, except as otherwise determined by the compensation committee and set forth in an award agreement, termination of employment with the company and its affiliates (for other than cause) on a date the participant is then eligible to receive immediate early or normal retirement benefits under the provisions of any of the company’s or its affiliate’s defined benefit pension plans, or if the participant is not covered under any such plan, on or after attainment of age 55 and completion of 10 years of continuous service with the company and its affiliates or on or after attainment of age 65 and completion of five years of continuous service with the company and its affiliates, where “cause” means (1) if the participant is subject to an employment agreement with the company or an affiliate that contains a definition of “cause”, such definition, or (2) otherwise, except as otherwise determined by the compensation committee and set forth in an award agreement, any of the following as determined by the compensation committee: (A) violation of the provisions of any employment agreement, non-competition agreement, confidentiality agreement, or similar agreement with the company or an affiliate, or the company’s or an affiliate’s code of ethics, as then in effect; (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the company or an affiliate; (C) commission of an act of dishonesty or disloyalty involving the company or an affiliate; (D) violation of any federal, state or local law in connection with the participant’s employment or service; or (E) breach of any fiduciary duty to the company or an affiliate. ● A change of control is the occurrence of one or more of the following events:   A change of control is the occurrence of one or more of the following events: ● an acquisition, in any one transaction or series of transactions, after which any individual, entity, or group has beneficial ownership of 50% or more of either the then outstanding shares of our common stock or the combined voting power of our then outstanding voting securities, but excluding an acquisition (1) by us or any of our employee benefit plans (or related trusts), (2) by Neil J. Hennessy or any affiliate, or (3) by any corporation which, following the acquisition, is beneficially owned, directly or indirectly, in substantially the same proportions, by the beneficial owners of the common stock and voting securities of the company immediately prior to such acquisition; or   an acquisition, in any one transaction or series of transactions, after which any individual, entity, or group has beneficial ownership of 50% or more of either the then outstanding shares of our common stock or the combined voting power of our then outstanding voting securities, but excluding an acquisition (1) by us or any of our employee benefit plans (or related trusts), (2) by Neil J. Hennessy or any affiliate, or (3) by any corporation which, following the acquisition, is beneficially owned, directly or indirectly, in substantially the same proportions, by the beneficial owners of the common stock and voting securities of the company immediately prior to such acquisition; or ● 50% or more of the members of our board of directors (1) are not continuing directors, or (2) are nominated or elected by the same beneficial owner or are elected or appointed in connection with an acquisition of the company; or   50% or more of the members of our board of directors (1) are not continuing directors, or (2) are nominated or elected by the same beneficial owner or are elected or appointed in connection with an acquisition of the company; or the (1) consummation of a reorganization, merger, share exchange, consolidation, or similar transaction, with respect to which the beneficial owners of the company immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the then outstanding shares of common stock and voting securities of the corporation resulting from the transaction, (2) consummation of the sale or other disposition of all or substantially all of the assets of the company, or (3) approval by the shareholders of the company of a complete liquidation or dissolution of the company. ● the (1) consummation of a reorganization, merger, share exchange, consolidation, or similar transaction, with respect to which the beneficial owners of the company immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the then outstanding shares of common stock and voting securities of the corporation resulting from the transaction, (2) consummation of the sale or other disposition of all or substantially all of the assets of the company, or (3) approval by the shareholders of the company of a complete liquidation or dissolution of the company. Teresa M. Nilsen Employment Agreement On January 26, 2018, we entered into an employment agreement with Ms. Nilsen in connection with her appointment as president of the Company. The agreement provides for Ms. Nilsen’s continued service through January 26, 2023, with automatic one-year renewals unless either party gives written notice to the other at least 60 days prior to the expiration of the then-current term. Under the terms of her employment agreement, Ms. Nilsen is entitled to (1) an annual base salary of $325,000, which amount may be increased in the board’s sole discretion at the start of each calendar year, (2) Quarterly Bonuses of 3.5% of Adjusted Quarterly Pre-Tax Profit, and (3) participate in our benefit plans. In the event that (A) Ms. Nilsen’s employment is terminated by the company without cause or (B) Ms. Nilsen terminates her employment with the company for good reason, Ms. Nilsen is entitled to receive severance payable in 24 equal monthly installments (except to the extent payment is required to be delayed pursuant to Section 409A of the Code) equal to the sum of (i) (x) one year’s full base salary and an average annual bonus for the three most recent fiscal years prior to the termination of employment multiplied by (y) two and (ii) a pro-rated Quarterly Bonus for the quarter in which the termination occurs. In addition, under the foregoing circumstances, Ms. Nilsen is also entitled to receive payment of any previously earned and deferred Quarterly Bonus in the reserve account following the end of the fiscal year in which her employment terminates. In the event Ms. Nilsen is terminated without cause or resigns with good reason in connection with a change of control, Ms. Nilsen’s severance payment pursuant to the employment agreement is reduced by the amount of any cash portion of the benefits paid to Ms. Nilsen upon such change of control pursuant to the bonus agreement described below or any amendment, restatement, or replacement thereof. In the event Ms. Nilsen is terminated for cause or terminates her employment with the company without good reason, no severance is payable. If the employment agreement terminates as a result of death or disability, Ms. Nilsen is entitled to all bonuses earned or accrued as of the date of her termination. Furthermore, in the case of disability, Ms. Nilsen is also entitled to continue receiving her base salary and benefits for three months or until the date she begins receiving benefits under a disability plan or policy, whichever is soonest. In the event of a sale, transfer, or other disposition of all or substantially all of our assets or business, whether by merger, consolidation, or otherwise, we may assign the employment agreement and its rights, provided that the successor assumes all of our obligations under the employment agreement. If any payment or benefit under the employment agreement and any other agreement, plan, or arrangement would constitute an excess parachute payment under Section 280G of the Code, then Ms. Nilsen would receive either the full amount of such payments and benefits or a lesser amount such that no portion of the payments and benefits would be subject to the excise tax, whichever would result in a greater after-tax benefit to Ms. Nilsen. The employment agreement defines “cause” and “good reason” the same as in Mr. Hennessy’s employment agreement, which is described above under the description of payments to Mr. Hennessy. Bonus Agreement We also have a bonus agreement with Ms. Nilsen that provides for a one-time cash bonus within 15 days of a change of control of the company equal to the greater of the following: (1) $1,000,000; or (2) the sum of (A) 150% of the total base salary (before deductions) paid to Ms. Nilsen for the most recent fiscal year ended prior to the change of control, (B) 150% of the prior year’s bonus, and (C) a pro rata portion of the prior year’s bonus, provided at least such amount has been accrued by us as a bonus for Ms. Nilsen in the fiscal year during which the change of control occurs. If the bonus payable upon a change of control, together with any other payments or benefits received or to be received by Ms. Nilsen from the company or any successor thereto in the change of control transaction, would constitute an excess parachute payment under Section 280G of the Code, then Ms. Nilsen would receive either the full amount of such payments and benefits or a lesser amount such that no portion of the payments and benefits would be subject to the excise tax, whichever would result in a greater after-tax benefit to Ms. Nilsen. A change of control is defined in the bonus agreement the same as in the restricted stock unit award agreements, which are described above under the description of payments to Mr. Hennessy. Restricted Stock Unit Award Agreements We also have restricted stock unit award agreements with Ms. Nilsen on the same terms as the restricted stock unit award agreements with Mr. Hennessy, which are described above under the description of payments to Mr. Hennessy. Kathryn R. Fahy Restricted Stock Unit Award Agreements We have restricted stock unit award agreements with Ms. Fahy on the same terms as the restricted stock unit award agreements with Mr. Hennessy, which are described above under the description of payments to Mr. Hennessy. Daniel B. Steadman Bonus Agreement We have a bonus agreement with Mr. Steadman that provides for a one-time cash bonus within 15 days of a change of control of the company equal to the greater of the following: (1) $500,000; or (2) the sum of (A) 100% of the total base salary (before deductions) paid to Mr. Steadman for the most recent fiscal year ended prior to the change of control, (B) 100% of the prior year’s bonus, and (C) a pro rata portion of the prior year’s bonus, provided at least such amount has been accrued by us as a bonus for Mr. Steadman in the fiscal year during which the change of control occurs. The remainder of the terms of the bonus agreement with Mr. Steadman are the same as the terms of the bonus agreement with Ms. Nilsen, which are described above under the description of payments to Ms. Nilsen. Restricted Stock Unit Award Agreements We also have restricted stock unit award agreements with Mr. Steadman on the same terms as the restricted stock unit award agreements with Mr. Hennessy, which are described above under the description of payments to Mr. Hennessy. PROPOSAL 22: ADVISORY VOTE ON EXECUTIVE COMPENSATION The board recommends a vote “FOR” the advisory resolution approving the compensation of the company’s executive officers as described in this proxy statement. Our board of directors is committed to and recognizes the importance of responsible executive compensation practices. As discussed above, we have designed our executive compensation program to attract, motivate, reward, and retain senior management as required to achieve our corporate objectives and to increase long term shareholder value. As required by Section 14A of the Exchange Act, we are asking our shareholders to indicate their approval of the compensation of our executive officers, as disclosed in this proxy statement. This advisory vote is non-binding and is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers. Because this is an advisory vote, the results will not be binding on our board of directors or the company. However, our board of directors and the compensation committee will review and consider the outcome of the advisory vote when making future compensation decisions for our executive officers as it considers appropriate. We currently conduct an advisory vote on executive compensation every three years and therefore expect to conduct the next advisory vote at the 2026 annual meeting of shareholders. The following resolution is submitted for a shareholder vote at the 2023 annual meeting of shareholders: RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the company’s executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the company’s proxy statement for the 2023 annual meeting of shareholders. To assist shareholders in this non-binding advisory vote, below is a brief summary that describes the key fundamental aspects of our executive compensation program. In addition to reviewing the summary below, we encourage you to carefully review the information on our compensation policies and decisions regarding our executive officers presented above. As previously discussed, we believe our executive compensation program is designed to retain our executive officers and align their interests with those of our shareholders by rewarding performance. The following are key factors relating to our executive compensation program: ● In 2022, nearly 60% of the compensation paid to our executive officers was in the form of cash incentive and equity incentive awards. ● Our equity awards vest over a four-year period and encourage both retention and a focus on creating shareholder value over the long-term. ● Mr. Hennessy’s and Ms. Nilsen’s cash bonuses are directly related to our performance because their cash bonuses are equal to 6.5% and 3.5%, respectively, of our pre-tax profits for each fiscal quarter. ● The cash bonuses for our other executive officers are directly related to our performance because the cash bonuses are paid from a general bonus pool, the size of which is directly related to our level of pre-tax profits. PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The board recommends a vote “FOR” the ratification of the selection of Marcum LLP as the independent registered public accounting firm for Hennessy Advisors for fiscal year 2021.2023. The audit committee has selected Marcum LLP to audit the company’s financial statements for fiscal year 20212023 and requests that the shareholders ratify such selection. If shareholders do not ratify the selection of Marcum LLP, the audit committee will reconsider the selection. Representatives of Marcum LLP are expected to be present telephonically at the 20212023 annual meeting of shareholders and will be accorded the opportunity to make a statement, if they so desire, and to respond to appropriate questions. The following table provides information relating to the fees that Marcum LLP has billed to the company for the past two fiscal years.      Fiscal Year      Fiscal Year    2020      2019            2022                2021       Audit Fees      $ 191,190          $ 179,272          $ 211,653         $ 189,943    Audit-Related Fees      -          -          -        -   Tax Fees      -          -          -        -   All Other Fees(1)      -          -          53,560        18,652                           Total      $         191,190          $         179,272          $ 265,213        $ 208,595                           (1) The amounts included in “All Other Fees” relate to fees that Marcum LLP billed the company in connection with the company’s Registration Statement on Form S-3 ($14,261), Registration Statement on Form S-1 ($27,051), and a comfort letter to underwriters ($30,900). (1) The amounts included in “All Other Fees” relate to fees that Marcum LLP billed the company in connection with the company’s Registration Statement on Form S-3 ($14,261), Registration Statement on Form S-1 ($27,051), and a comfort letter to underwriters ($30,900).     All decisions regarding selection of independent accounting firms and approval of accounting services and fees are made by our audit committee in accordance with the Sarbanes-Oxley Act of 2002. Pursuant to the audit committee charter and applicable law, the audit committee preapproves all auditing services and permitted non-audit services to be performed for the company by Marcum LLP, subject to de minimus exceptions permitted by applicable law. The audit committee may also preapprove audit and permitted non-audit services pursuant to preapproval policies and procedures established by the audit committee as long as such policies and procedures are detailed as to the particular service and do not include delegation of the audit committee’s responsibilities to management. In accordance with this policy, the audit committee preapproved all services provided by the company’s independent accounting firm for fiscal year 2020.2022. AUDIT COMMITTEE REPORT Management is responsible for our internal controls and financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). It is the audit committee’s responsibility to monitor and oversee these processes. In connection with these responsibilities, the audit committee met with management and representatives of the independent accounting firm to review and discuss the audited financial statements for fiscal year 2020.2022. The audit committee also discussed with the independent accounting firm the matters required by Auditing Standard No. 1301. The audit committee also received written disclosures from the independent accounting firm mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accounting firm’s communications with the audit committee concerning independence, and the audit committee discussed with the independent accounting firm that firm’s independence. Based on the audit committee’s discussions with management and representatives of the independent accounting firm, and the audit committee’s review of the representations of management and the independent accounting firm, the audit committee recommended that the board of directors include the audited financial statements of Hennessy Advisors, Inc. in its annual report on Form 10-K for the fiscal year ended September 30, 2020,2022, filed with the SEC.   Daniel G. Libarle, Chair Henry Hansel Thomas L. Seavey The preceding report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. ADDITIONAL INFORMATION Deadlines for Submissions of Proxy Proposals, Proposals for Director Nominations or Other Business, and Recommendations for Potential Director Nominees Proposals to Be Considered for Inclusion in the Company’s Proxy Materials (Rule 14a-8) SEC regulations permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act. Any such shareholder proposals for the 20222024 annual meeting of shareholders must be received at our principal executive offices no later than August 24, 202122, 2023 (which is 120 calendar days prior to the anniversary of the date we released this proxy statement to our shareholders). Proposals for Director Nominations or Other Business Apart from shareholder proposals pursuant to Rule 14a-8 under the Exchange Act, our bylaws require that any shareholder who intends to propose a director nomination or propose other business at an annual meeting must give advance written notice that contains certain required information to our corporate secretary. We must receive the required written notice at our principal executive offices no later than 90 days, and no earlier than 120 days, before the first anniversary of the previous year’s annual meeting. Accordingly, for the 20222024 annual meeting of shareholders, written notice must be received by the corporate secretary between the close of business on October 14, 2021,12, 2023, and the close of business on November 13, 2021.11, 2023. Shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees pursuant to the universal proxy rules must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than November 11, 2023. However, as provided in our bylaws, different deadlines would apply if the 20222024 annual meeting of shareholders were to be called for a date that is more than 30 days before or more than 70 days after the anniversary date of the 20212023 annual meeting of shareholders. Such notices must comply with the procedural and content requirements of our bylaws.bylaws and the Exchange Act, as applicable. We will not entertain any proposals of director nominations or other business at the 20222024 annual meeting of shareholders that do not meet the requirements set forth in our bylaws.bylaws and the Exchange Act, as applicable. Further, if the shareholder making the proposal does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, the individuals designated as proxy agents for such annual meeting may use their discretionary voting authority when and if the matter is raised at the annual meeting. A copy of our bylaws specifying the advance notice requirements for proposing director nominations or other business has been filed with the SEC and is available at www.sec.gov. Recommendations for Potential Director Nominees The nominating committee considers recommendations for potential director nominees from many sources, including members of the board, advisors, and shareholders. The nominating committee uses the same process to evaluate director nominees recommended by shareholders as it does to evaluate director nominees identified by other sources. In order toTo be a valid submission for recommendation to the nominating committee for a potential director nominee for the 20222024 annual meeting of shareholders, the form of recommendation must be addressed to the nominating committee, be received at our principal executive offices no later than August 24, 202122, 2023 (which is 120 calendar days prior to the anniversary of the date on which we released this proxy statement to our shareholders), and include all of the same information that our bylaws require for any director nominations proposed to be presented at the annual meeting. Address for Submissions Any submission described above must be made in writing to our corporate secretary, Teresa M. Nilsen, at Hennessy Advisors, Inc., 7250 Redwood Boulevard, Suite 200, Novato, CA 94945. In each case, the mailing envelope should contain a clear notation indicating that the enclosed letter is a “Proxy Proposal (Rule 14a-8),” “Notice of Nomination of Director or Other Business,” or “Shareholder Recommendation for Director.” Communications with the Board of Directors Shareholders who wish to communicate with the board of directors or with a particular director may send a letter to our corporate secretary, Teresa M. Nilsen, at Hennessy Advisors, Inc., 7250 Redwood Boulevard, Suite 200, Novato, California 94945. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should identify the author as a shareholder and clearly state whether the intended recipients are all members of the board or just certain specified individual directors. Our corporate secretary will make copies of all such letters and circulate them to the appropriate director or directors. Commercial advertisements or other forms of solicitation will not be forwarded. Annual Report A copy of our annual report on Form 10-K for the fiscal year ended September 30, 2020,2022, accompanies this proxy statement. The Form 10-K is posted on our website at www.hennessyadvisors.com. We will provide a copy of the Form 10-K without exhibits to each person who is a record or beneficial holder of shares of common stock on the record date for the annual meeting, and we will provide a copy of the exhibits without charge to any such person who submits a written request for it. Requests for copies of the Form 10-K or exhibits should be addressed to our corporate secretary, Teresa M. Nilsen, at Hennessy Advisors, Inc., 7250 Redwood Boulevard, Suite 200, Novato, California 94945. Multiple Shareholders with the Same Address Pursuant to the rules of the Exchange Act, services that deliver our communications to shareholders that hold their stock through a broker may deliver a single copy of our annual report on Form 10-K and proxy statement to multiple shareholders who share the same address unless one or more of such shareholders have provided contrary instructions. This procedure, referred to as householding, reduces the volume of duplicate materials shareholders receive and reduces mailing expenses. You may revoke your consent to future householding mailings or may enroll in householding by contacting your broker. If you would like to receive a separate copy of this proxy statement and our annual report on Form 10-K for the fiscal year ended September 30, 2020,2022, please submit a written request to our corporate secretary, Teresa M. Nilsen, at Hennessy Advisors, Inc., 7250 Redwood Boulevard, Suite 200, Novato, California 94945, or call 1-800-966-4354, and we will promptly deliver them to you. Cost of Proxy Solicitation We bear the cost of soliciting proxies. We may reimburse brokers and other persons holding stock in their names for their expenses for sending proxy material to beneficial owners and obtaining their proxies. Our directors, officers, and other employees, without additional compensation, may solicit proxies in writing, by phone, by e-mail,email, or otherwise. Other Matters The board of directors does not know of any other matters to come before the annual meeting. However, if any other matters properly come before the annual meeting, the proxy agents intend to vote in accordance with their best judgment on such matters. If any other matter should come before the annual meeting, action on the matter will be approved if the number of votes cast in favor of the matter exceeds the number opposed. PLEASE SPECIFY YOUR CHOICES AND DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH POSTAGE HAS BEEN PROVIDED. YOUR PROMPT RESPONSE IS APPRECIATED. By Order of the Board of Directors,   Teresa M. Nilsen President, Chief Operating Officer, and Secretary December 22, 202020, 2022 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by February 10, 20218, 2023, at 11:00 P.M., local time. 11:00 P.M., Pacific Time. Online Go to www.investorvote.com/HNNA or scan Online Go to www.investorvote.com/HNNA or scan the QR code – login details are located in the shaded bar below. Phone Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories, and Canada Save paper, time, and money! Sign up for electronic delivery at Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Save paper, time, and money! Sign up for electronic delivery at www.investorvote.com/HNNA Annual Meeting Proxy Card 1234 5678 9012 345 ™ IF VOTING BY MAIL, SIGN, DETACH, AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ™ A Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.   Annual Meeting Proxy Card 1. Elect all director nominees named in the proxy statement 01 - Neil J. Hennessy   02 -TeresaM.Nilsen      03 - Henry Hansel     04 - Brian A. Hennessy   05 - Lydia Knight-O’Riordan   06 -KieraNewton     07 - Susan W. Pomilia     08 - Thomas L. Seavey   ☐ Mark here to vote FOR all nominees ☐ Mark here to WITHHOLD vote from all nominees         01 02   03   04   05   06   07   08                     ☐ ☐   ☐   ☐   ☐   ☐   ☐   ☐               For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.   For ☐   Against☐Abstain☐                             For   Against   Abstain   2. Approve, by a non-binding advisory vote, the compensation of our executive officers as disclosed in the proxy statement.     3. Ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2023.   ☐   ☐   ☐   B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below q   IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   q   A Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. 1. Elect all director nominees named in the proxy statement + 01 - Neil J. Hennessy 02 - Teresa M. Nilsen 03 - Daniel B. Steadman 04 - Henry Hansel 05 - Brian A. Hennessy 06 - Daniel G. Libarle 07 - Rodger Offenbach 08 - Susan W. Pomilia 09 - Thomas L. Seavey     ☐ Mark here to vote FOR all nominees ☐   Mark here to WITHHOLD vote from all nominees       01    02    03    04    05    06    07    08    09        ☐    For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.    ☐    ☐    ☐    ☐    ☐    ☐    ☐    ☐    ☐         For Against Abstain 2.  Ratify the selection of Marcum LLP as our independent registered public accounting firm for fiscal year 2021. ☐ ☐ ☐ B Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box.       /      /          1  U  P  X + Important notice regarding the Internet availability of proxy materials for the 20212023 Meeting ofShareholders. The Proxy Statement and the 20202022 Annual Report to Shareholders are available at: www.hennessyadvisors.com/proxy.htm. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/HNNA proxy. qSmall steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/HNNA ™ IF VOTING BY MAIL, SIGN, DETACH, AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ™ qPROXY – HENNESSY ADVISORS, INC. +   PROXY – HENNESSY ADVISORS, INC. + 2021 2023 Annual Meeting of Shareholders - February 11, 20219, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned hereby appoints Neil J. Hennessy and Teresa M. Nilsen, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Hennessy Advisors, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 20212023 Annual Meeting of Shareholders of the company to be held February 11, 2021,9, 2023, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.PROPOSALS 2 AND 3. WE RECOMMEND A VOTE “FOR” THE DIRECTORS AND “FOR” PROPOSAL 2. PROPOSALS 2 AND 3. (Continued and to be marked, dated, and signed on the other side) CNon-Voting Non-Voting Items Change of Address – Please print new address below. Comments – Please print your comments below. +