May 09, 2023
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 1, 2023
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 1, 2023 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, 2023.
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 5, 2023 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 1, 2023
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 9,
2023, 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 5, 2023, the
date of record, there were 1,041,270 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 5, 2023 are as
follows:
Interested Directors and Officers:
Laura S. Adams is 61 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 65 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.
Jennifer Lapeyre is 60 years old and lives in
Dallas, Texas. She retired in 2019 after working
as an account
representative for non-profits from 2010-2019 at
Auction Source, LP in Dallas TX. She has been
a Director since
February 2022.
Dollar Range of Equity Fund Shares Percentage
Ownership of Fund as of Owned as of Ownership
Name 5/5/23 5/5/23 as of 5/5/23
---------------- --------------------- ---------- -----------
Laura S. Adams* Over $1,000,000 97,836.95** 9.40%
Vicky L. Hubbard Less than - $10,000 0.00 0.00%
Jennifer T. Lapeyre Less than - $10,000 0.00 0.00%
*Director of the Fund who would be considered an
?interested 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.
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. If
any extraordinary expenses are deemed reasonable
to be reimbursed, they will be paid by the Advisor.
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
2022 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 2023. 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
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 2024. Shareholder proposals
may be presented
at that meeting provided they are received by the
Fund not later than January 4, 2024 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 1, 2023
The annual meeting of STOCK DIVIDEND FUND, INC. will
be held JUNE 1, 2023 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
Jennifer T. Lapeyre
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,
2023.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly.
Dated ___________________, 2023
_______________________________________________________
Shareholder/Authorized Individual Signature
Shareholder:
Shares Owned as of 5/5/23: