May 11, 2021
STOCK DIVIDEND FUND, INC.
8150 N. Central Expressway Suite M1120
Dallas, Texas 75206
1-800-704-6072
NOTICE OF ANNUAL MEETING
TO BE HELD JUNE 4, 2021
NOTICE IS HEREBY GIVEN that the Annual Meeting of
shareholders of Stock Dividend Fund, Inc. will be
held
at 8150 N. Central Expwy #M1120, Dallas, Texas
75206 on June 4, 2021 at 4:30 p.m. for the
following purposes:
1) To elect three (3) directors to serve until
the next Annual Meeting of Shareholders or until
their successors are
elected and qualified.
2) To ratify selection of Turner, Stone &
Company LLP, Certified Public Accountants, as
independent public
accountants to audit and certify financial statements
of the Fund for the fiscal year ending December 31, 2021.
3) To transact such other business as may
properly come before the meeting or any general
adjournment thereof.
The Board of Directors has fixed the close of
business May 10, 2021 as the record date for
determination of the
shareholders entitled to notice of and to vote at
the meeting.
PLEASE COMPLETE, SIGN & RETURN THE ENCLOSED PROXY
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED
Dear Shareholders:
The U.S. Securities and Exchange Commission has
adopted a regulation regarding the ?Privacy of Consumer
Financial Information? known as Regulation S-P.
This regulation states that financial institutions
such as the Fund
must provide the shareholder with this notice of the
Fund?s privacy policies and practices on an annual basis.
The
following items detail the Fund?s policies and practices:
A. Information We Collect - Information we receive
from you on application or forms include: your
name, address, social security number or tax ID number,
W-9 status, phone number and citizenship
status. Information about your transactions with us
include: your account number, account balances
and transaction histories.
B. Disclosure Statement - We only disclose personal
information about any current or former shareholder
of the Fund as required by law. We handle regular
transactions internally so the number of employees
that see your information is limited.
Please call us at 800-704-6072 if you have any questions
about our Regulation S-P policies.
Thank You,
Steven Adams
Portfolio Manager/CCO
Stock Dividend Fund, Inc.
Laura S. Adams
President
Stock Dividend Fund, Inc.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
June 4, 2021
STOCK DIVIDEND FUND, INC.
8150 N. Central Expressway Suite M1120
Dallas, Texas 75206
1-800-704-6072
Enclosed herewith is a notice of Annual Meeting of
Shareholders of Stock Dividend Fund, Inc. (the "Fund")
and a
Proxy form solicited by the Board of Directors of the
Fund. This Proxy, first mailed to shareholders on May 11,
2021, may be revoked at any time before it is exercised
either by mailing a written notice to the Fund, submitting a
Proxy dated later than the original Proxy, or by voting
in person at the Annual Meeting , which would override all
your previously filed proxies. Any shareholder attending
the Annual Meeting may vote at the Meeting whether or
not he or she has previously filed the Proxy.
There is only one class of capital stock of the Fund and
all shares having equal voting rights. On May 10, 2021, the
date of record, there were 1,029,112 shares outstanding,
all in accounts at Fidelity Investments. In all matters
each
share has one vote per share and fractional shares will
have an equivalent fractional vote.
A quorum must exist to hold the Annual Meeting. A quorum
exists if the majority of issued and outstanding shares
entitled to vote are represented at the meeting in person
or by proxy. Abstentions and broker accounts that do not
vote are considered as being present with negative votes.
A majority of votes, when a quorum is present, will pass
any of the proposals presented.
ELECTION OF DIRECTORS
There are three (3) nominees listed below who consent to
serve as Directors, if so elected, until the next Annual
Meeting of Shareholders. The names, ages and principal
occupations for the past five years of the Directors along
with their shareholdings of Stock Dividend Fund, Inc. as
of the record date, May 10, 2021 are as follows:
Interested Directors and Officers:
Laura S. Adams is 59 years old and lives in Dallas,
Texas. She is President, Treasurer and Secretary of
the Fund
and also a Member of Adams Asset Advisors, LLC, the
Investment Advisor to the Fund. She has been a Director of
the Fund since inception, April 6, 2004, a Member of the
Advisor since March 2002, and was a private investor
prior to that date.
Independent Directors:
Vicky L. Hubbard is 63 years old and lives in Plano,
Texas. She is currently a private investor and school
administrator, after retiring in 2000 from a career in
the computer business. She has been a Director since
April 6,
2004.
Yolawnde F. Malone is 57 years old and lives in Tulsa,
Oklahoma. She is currently President of Whitford Capital.
Prior she was a Tax Manager with Montgomery Coscia Greilich LLP.
Prior to that she was a CPA with Family
Legacy Trust. She has been a Director since April 6, 2004.
Dollar Range of Equity Fund Shares Percentage
Ownership of Fund as of Owned as of Ownership
Name 5/10/21 5/10/21 as of 5/10/21
------------- -------------------- ------------ -------------
Laura S. Adams* Over $1,000,000 76,295.18** 7.41%
Vicki L. Hubbard Less than - $10,000 0.00 0.00%
Yolawnde F. Malone*** $10,000 - $100,000 2,594.83 0.25%
*Director of the Fund who would be considered an ?
person?, as defined by the Investment Company Act
of 1940. Laura S. Adams is an ?interested person?
because she is affiliated with the Investment Advisor.
**Shares owned directly and indirectly by Mrs. Adams
and her husband, Steven Adams, including all family related
entities and custodial accounts.
***Includes shares held in retirement and custodial accounts
BOARD MEETINGS & DIRECTOR?S DUTIES
Meetings: There were a total of five unanimous
consents/meetings of the Board of Directors since last
annual
meeting, including three unanimous consents/meetings
of the Independent Directors.
Director Duties: The Board of Directors select the
officers to run the Fund, propose all changes in operating
procedures where approval of a majority of the
Independent Directors is required, evaluate and recommend
the
Fund?s auditor on a yearly basis and monitor Fund
activities to insure to the best of their collective
abilities that the
Fund Officers are meeting Fund commitments to their
shareholders, the Securities and Exchange Commission, the
Internal Revenue Service and Blue Sky arrangements with
the various states where the Fund offers its shares.
REMUNERATION OF DIRECTORS & OFFICERS
At this time, Directors and Officers are not remunerated
for their expenses incurred attending Board meetings.
BROKERAGE
The Fund requires all brokers to effect transactions in
portfolio securities in such a manner as to get prompt
execution of orders at the most favorable price.
Currently, all transactions are placed through Charles
Schwab
electronically at discount commission rates. The Board
of Directors evaluates and reviews annually the
reasonableness of brokerage commissions paid. In 2020
the Fund paid no commissions.
LITIGATION
As of the date of this Proxy, there was no pending or
threatened litigation involving the Fund in any capacity
whatsoever.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
The Board of Directors recommends, subject to shareholder
approval, Turner, Stone & Company, LLP, Certified
Public Accountants to audit and certify financial
statements of the Fund for the year 2021. In connection
with the
audit function, Turner, Stone & Company, LLP will review
the Fund?s Annual Report to Shareholders and filings
with the Securities and Exchange Commission.
The Board of Directors has adopted procedures to
pre-approve the types of professional services for which
the Fund
may retain such auditors. As part of the approval
process, the Board of Directors considers whether the
performance
of each professional service is likely to affect the
independence of Turner, Stone & Company, LLP. Neither
Turner,
Stone & Company, LLP, nor any of its partners have any
direct or material indirect financial interest in the
Fund and
will only provide auditing and potential tax preparation
services to the Fund if selected.
All audit fees and expenses are paid directly by the
Advisor, regardless of amount, pursuant to the Advisory
agreement between the Fund and the Advisor.
A representative of Turner, Stone & Company, LLP will
not be present at the meeting unless requested by a
shareholder (either in writing or by telephone) in
advance of the meeting. Such requests should be
directed to the
President of the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual
meeting in June 2022. Shareholder proposals may
be presented
at that meeting provided they are received by the Fund
not later than January 4, 2022 in accordance with Rule 14a-8
under the Securities & Exchange Act of 1934 that sets
forth certain requirements.
OTHER MATTERS
The Board of Directors knows of no matters to be
presented at the meeting other than those mentioned
above.
Should other business come before the meeting, proxies
will be voted in accordance with the view of the Board of
Directors.
PROXY- SOLICITED BY THE BOARD OF DIRECTORS
STOCK DIVIDEND FUND, INC.
ANNUAL MEETING OF
SHAREHOLDERS JUNE 4, 2021
The annual meeting of STOCK DIVIDEND FUND, INC.
will be held JUNE 4, 2021 at 8150 N. Central Expwy.
#M1120, Dallas, Texas 75206 at 4:30 p.m. The
undersigned hereby appoints Laura S. Adams as
proxy to represent
and to vote all shares of the undersigned at the
annual meeting of shareholders and all adjournments
thereof, with all
powers the undersigned would possess if personally
present, upon the matters specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED: IF NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXY SHALL VOTE
FOR SUCH PROPOSAL. THE PROXY
MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER
WHICH MAY PROPERLY COME
BEFORE THE MEETING.
The Board of Directors recommends that you vote
FOR on all items.
1. Election of Directors
FOR all nominees except as marked to the
contrary below.
WITHHOLD AUTHORITY to vote for all nominees.
To withhold authority to vote for nominees, strike
a line through their name(s) in the following list:
Laura S. Adams Vicky L. Hubbard Yolawnde F. Malone
2. Proposal to ratify the selection of Turner,
Stone & Company, LLP by the Board of Directors as
independent
public accountants to audit and certify financial
statements of the Fund for the fiscal year ending December 31,
2021.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly.
Dated ___________________, 2021
_______________________________________________________
Shareholder/Authorized Individual Signature
Shareholder:
Shares Owned as of 5/10/21: