May 22, 2024
STOCK DIVIDEND FUND, INC.
10670 N. Central Expressway Suite 470
Dallas, Texas 75231
1-800-704-6072
NOTICE OF ANNUAL MEETING
TO BE HELD JUNE 12, 2024
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders
of Stock Dividend Fund, Inc. will be held
at 10670 N. Central Expwy #470, Dallas, Texas 75231 on June 12,
2024 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 BVWD, Certified Public Accountants,
as independent public accountants to audit and
certify financial statements of the Fund for the fiscal year
ending December 31, 2024.
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 21,
2024 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 12, 2024
STOCK DIVIDEND FUND, INC.
10670 N. Central Expressway Suite 470
Dallas, Texas 75231
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 22,
2024, 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 21, 2023, the
date of record, there were 1,163,379shares 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 21, 2024 are as follows:
Interested Directors and Officers:
Laura S. Adams is 62 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 66 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 61 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 5/21/24 5/21/24 as of 5/21/24
------------------ ------------------------ ------------- -----------
Laura S. Adams* Over $1,000,000 115,756.92** 9.95%
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 2024 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, BVWD, Certified Public Accountants to audit
and certify financial statements of the Fund for the year 2024.
In connection with the audit function, BVWD 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 BVWD. Neither BVWD, 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 BVWD 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 2025. Shareholder proposals may be presented
at that meeting provided they are received by the Fund not
later than January 4, 2025 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 12, 2024
The annual meeting of STOCK DIVIDEND FUND, INC. will be held
JUNE 12, 2024 at 10670 N. Central Expwy.
#470, Dallas, Texas 75231 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 BVWD 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, 2024.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly.
Dated ___________________, 2024
_______________________________________________________
Shareholder/Authorized Individual Signature
Shareholder:
Shares Owned as of 5/21/24: