FOXBY CORP.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. __)
the Securities Exchange Act of 1934 (Amendment No. __)
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Filed by the Registrant ⌧
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FOXBY CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid:
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FOXBY CORP.
2255 Buffalo Road
Rochester, NY 14624
Rochester, NY
December 11, 2024
Dear Fellow Stockholders:
The Board of Directors of Foxby Corp., a Maryland Corporation (the “
Fund
”), has called a special meeting of
stockholders to be held at 833 East Michigan Avenue, 4
th
Floor, Milwaukee, WI 53202, on January 2, 2025, at 9:30 a.m. Central Time, or any adjournments or postponements thereof (the “
Meeting
”),
for the purpose of electing five directors to the Board of Directors of the Fund.
Enclosed you will find the Notice of Special Meeting of Stockholders, Proxy Statement and Proxy Card. These materials contain important information about the matters to be
considered at the Meeting. We urge you to read them carefully. Then, please make sure to vote promptly.
Your vote is very important to us no matter how many Fund shares you own. The Board of Directors unanimously recommends that you vote “
FOR
” the election
of each of the five nominees identified in the Notice of Special Meeting of Stockholders.
If you have any questions, please contact the Fund’s proxy solicitor, Georgeson LLC at 1-888-755-2880. We appreciate your participation and prompt response regarding this
important matter, and thank you for your continued support.
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Sincerely,
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Thomas B. Winmill
President
Foxby Corp.
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YOUR VOTE IS IMPORTANT
Please sign, date, and return your proxies in the enclosed envelope at your earliest convenience. Delay may cause the Fund to incur additional expenses to solicit votes for the Meeting.
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FOXBY CORP.
2255 Buffalo Road
Rochester, NY 14624
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
December 11, 2024
To the Stockholders of
Foxby Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Foxby Corp., a Maryland corporation (the “
Fund
”),
will be held at 833 East Michigan Avenue, 4
th
Floor, Milwaukee, WI 53202, on January 2, 2025, at 9:30 a.m. Central Time, or any adjournments or postponements thereof (the “
Meeting
”),
for the following purposes:
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| 1. |
To elect Roger Atkinson, Jon Tomasson, Peter Werner, Thomas Winmill, and Woodworth Winmill to the Fund’s Board of Directors (each, a “
Board Nominee
” and together, the “
Board Nominees
”), to serve until their successors are duly elected and qualify; and
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To transact any other business that may properly come before the Meeting or any adjournments or postponements thereof.
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By Order of the Board of Directors,
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Russell Kamerman
Secretary Foxby Corp. |
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Important Notice regarding the Availability of Proxy Materials for the
Special Meeting of Stockholders to Be Held on January 2, 2025:
This Notice of Special Meeting of Stockholders, Proxy Statement, and a form of
Proxy Card are available at
https://www.foxbycorp.com/literature/proxy-statements
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INSTRUCTIONS FOR SIGNING PROXY CARDS AND VOTING INSTRUCTION FORM
The following general rules for signing the proxy cards and voting instruction forms may be of assistance to you and may avoid the time and expense to the Fund
involved in validating your vote if you fail to sign your proxy card properly.
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1.
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Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card or voting instruction form.
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Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.
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All Other Accounts: The capacity of the individual signing the proxy card or voting instruction form should be indicated unless it is reflected in the form of
registration. For example:
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Registration
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Valid Signature
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Corporate Accounts
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(1)
ABC Corp.
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ABC Corp., by [title of authorized officer]
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(2)
ABC Corp., c/o John Doe Treasurer
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John Doe
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(3)
ABC Corp. Profit Sharing Plan
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John Doe, Trustee
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Trust Accounts
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(1)
ABC Trust
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Jane B. Doe, Trustee
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(2)
Jane B. Doe, Trustee, u/t/d 12/28/78
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Jane B. Doe
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Custodian or Estate Accounts
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(1)
John B. Smith, Cust.,
f/b/o John B. Smith, Jr.
UGMA or UTMA
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John B. Smith
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(2)
Estate of John Doe, John B.
Smith, Jr., Executor
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John B. Smith, Jr., Executor
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FOXBY CORP.
2255 Buffalo Road
Rochester, NY 14624
PROXY STATEMENT
Special Meeting of Stockholders
to be Held on January 2, 2025
December 11, 2024
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “
Board
”
or the “
Directors
”) of Foxby Corp., a Maryland corporation (the “
Fund
”), to be voted at a special meeting of stockholders of the
Fund to be held at 833 East Michigan Avenue, 4
th
Floor, Milwaukee, WI 53202, on January 2, 2025, at 9:30 a.m. Central Time, or any adjournments or postponements thereof (the “
Meeting
”).
We are planning for the possibility that the Meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will publicly
announce the decision in a press release that will also be filed with the Securities and Exchange Commission (the “
SEC
”) as definitive additional soliciting material, and we will post the
announcement and additional information on our website at www.FoxbyCorp.com* as soon as practicable before the Meeting. We recommend that you monitor this website for updated information, and please check this website in advance of the Meeting to
confirm the status of the Meeting before planning to attend in person.
The Board has fixed the close of business on November 27, 2024 (the “
Record Date
”) as the record date for the
determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. It is estimated that proxy materials will be mailed to stockholders as of the Record Date on or about December 11, 2024.
On the Record Date, 521,716 shares of common stock of the Fund, par value $0.01 per share (“common stock” or “shares”), were outstanding. Each outstanding share
is entitled to one vote, and each fractional share is entitled to a proportional fractional vote, on each of the matters to be voted on at the Meeting. All properly executed and timely received proxies will be voted at the Meeting in accordance with
the directions marked thereon or otherwise provided therein. If you properly execute and return your proxies but do not indicate any voting instructions, your shares will be voted “
FOR
” the Board’s
nominees for Director (each, a “
Board Nominee
” and together, the
“Board Nominees
”). Any stockholder may revoke a proxy at any
time prior to the exercise thereof by giving written notice to the Secretary of the Fund at 2255 Buffalo Road, Rochester, NY 14624, by signing another proxy of a later date, or by personally voting at the Meeting.
A quorum for the Meeting will consist of the presence in person or by proxy of the holders of not less than one-third of the votes entitled to be cast at the Meeting. Whether or
not a quorum is present at the Meeting, the chairman of the Meeting shall have the power to adjourn the Meeting from time to time, including to permit further solicitation of proxies, to a date not more than 120 days after the Record Date without
further notice other than announcement at the Meeting. Abstentions and broker non-votes will not have an impact on the chairman’s determination to adjourn the Meeting. At such adjourned Meeting at which a quorum is present, any business may be
transacted which might have been transacted at the Meeting as originally notified.
Properly executed proxies may contain instructions to abstain from voting or to withhold authority to vote (an “abstention”) or may represent a broker “non-vote” (which is a
proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the broker or nominee does not have
discretionary power to vote). The shares represented by abstentions or broker non-votes will be considered present at the Meeting for purposes of determining the existence of a quorum for the transaction of business, but will not be treated as votes
cast. Because Proposal 1 requires the approval of a plurality of votes cast, abstentions and broker non-votes will have no effect on the outcome of the election of Directors.
* The Fund’s Internet address is included herein as a textual reference only. The information on the website is not incorporated by reference into this Notice of Special Meeting of Stockholders or
Proxy Statement.
2
IMPORTANT INFORMATION ABOUT YOUR VOTE
While we strongly encourage you to read the full text of this Proxy Statement, we also are providing the following brief overview in “Questions and Answers” format. If you have any
questions about the Proxy Statement or how to vote your shares, please call the Fund’s proxy solicitor toll free at Georgeson LLC at 1-888-755-2880.
Questions and Answers
| Question: |
What proposal will be acted upon at the Meeting?
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| Answer: |
At the Meeting, you will be asked to elect the following five Directors to the Board of Directors, to serve until their successors are duly elected and qualify: (1) Roger Atkinson, (2) Jon Tomasson, (3) Peter Werner, (4) Thomas Winmill,
and (5) Woodworth Winmill (each, a “
Board Nominee
” and together, the “
Board Nominees
”).
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| Question: |
How does the Board recommend that I vote?
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| Answer: |
After careful consideration, the Board, including all those Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “
1940 Act
”)),
of the Fund (the “
Independent Directors
”), unanimously approved and recommends that you vote in favor of the Board Nominees. The reasons for the Board’s recommendations are discussed
in more detail in the Proxy Statement.
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| Question: |
Will my vote make a difference?
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| Answer: |
YES.
Your vote is very important and can make a difference in the governance and management of the Fund, no matter how many shares you own. We encourage all stockholders to participate in the
governance of the Fund. Your vote can help ensure that the experienced and highly qualified Board Nominees will be elected.
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| Question: |
What other business will be discussed at the Meeting?
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| Answer: |
No other business may be acted upon at the Meeting other than as described in this Proxy Statement. If any procedural matters related to the proposal described herein properly come before the Meeting, shares represented by proxies will be
voted in the discretion of the person or persons holding the proxies. The Fund intends to exercise its discretionary authority with respect to any matter not properly presented at the Meeting.
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| Question: |
How do I vote?
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| Answer: |
You may attend the Meeting on January 2, 2025, in person and vote at the Meeting, or you may vote by using one of the following options (we recommend that you vote by proxy now even if you plan to attend the Meeting):
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•
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By mail, using the enclosed proxy card and return envelope;
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•
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By telephone, using the phone number on your proxy card; or
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•
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Through the Internet, using the website address on your proxy card.
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All stockholders who choose to attend the Meeting in person will need to present a valid government-issued photo identification (e.g., a
driver’s license, state identification card or passport) at the door to be admitted to the Meeting. Additionally, if you hold your shares in a brokerage account or in the name of a bank or other holder of record and you plan to attend the Meeting,
you will also need to obtain and present a copy of your brokerage account statement (which you can obtain from your broker) reflecting your ownership of Fund shares as of the Record Date.
| Question: |
What number should I call if I have questions?
|
| Answer: |
Please call the Fund’s proxy solicitor toll free at Georgeson LLC at 1-888-755-2880 with any questions.
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3
PROPOSAL 1:
ELECTION OF DIRECTORS
Introduction
The Fund is governed by the Board of Directors. The Board has the duties and responsibilities set forth under the applicable laws of the State of Maryland, the Fund’s Articles
of Incorporation, as amended (the “
Articles
”), and Amended and Restated Bylaws (the “
Bylaws
” and together with the Articles, the “
Governing Documents
”). The Board of Directors may, from time to time, include individuals who may be deemed to be affiliated with Midas Management Corporation, the Fund’s investment manager
(the “
Investment Manager
”), and thereby “interested directors,” as defined under the 1940 Act (the “
Interested Directors
”). At
all times, however, a majority of the members of the Board will not be affiliated with the Investment Manager and will, therefore, be Independent Directors.
Prior to December 11, 2024, the Board of Directors consisted of four Directors, as follows: Roger Atkinson, Jon Tomasson, Peter Werner, and Thomas Winmill. At a meeting held on
December 11, 2024, the Nominating Committee of the Board of Directors considered whether to increase the size of the Board by one, and appoint Woodworth Winmill to fill the vacancy created thereby. Following deliberations, the Nominating Committee
unanimously approved, and recommended to the Board of Directors that it approve the foregoing. Subsequently, the Board met on December 11, 2024 to consider the proposal, following which the Board of Directors (including the Independent Directors and
the Continuing Directors) unanimously approved (i) the increase in size of the Board from four to five, (ii) the appointment of Woodworth Winmill to fill the vacancy created thereby, and (iii) the solicitation of proxies seeking stockholder approval
of the nomination of Jon Tomasson, Roger Atkinson, Peter Werner, Thomas Winmill, and Woodworth Winmill for election to the Board of Directors.
Each of the Board Nominees has consented to being named in this Proxy Statement and to serve if elected. The Fund knows of no reason why any Board Nominee would be unable or
unwilling to serve if elected. Should one or more Board Nominees withdraw or otherwise become unavailable for election due to events not now known or anticipated, it is intended that the proxy holders will vote for the election of such other person
as the Board may recommend. If you properly execute and return your proxy card but do not indicate any voting instructions, your shares will be voted
FOR
the election of the Board Nominees.
Biographical Information Regarding Board Nominees
The table below sets forth biographical information concerning the Board Nominees. Information is listed separately for the Board Nominees who are Independent Directors and the Board Nominees who are
Interested Directors.
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Name, Address,
(1)
and Date of Birth
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Position(s) Held with Fund
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Term of Office and Length of Time Served
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Principal Occupation(s) During the Past 5 Years
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Number of Portfolios In Fund Complex
(2)
Overseen By Nominee
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Other Directorships Held by Nominee During the Past 5 Years
(3)
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Independent Director Nominees
(4)
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Roger Atkinson Jan. 25, 1961
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Director
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Since 2020
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Since 2007, Mr. Atkinson has served as a manager with Cell-Mark Inc., a pulp and paper trading company. His responsibilities include directing trading activity, acquisitions, and risk management.
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4
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None
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4
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Name, Address,
(1)
and Date of Birth
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Position(s) Held with Fund
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Term of Office and Length of Time Served
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Principal Occupation(s) During the Past 5 Years
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Number of Portfolios In Fund Complex
(2)
Overseen By Nominee
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Other Directorships Held by Nominee During the Past 5 Years
(3)
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Jon Tomasson
Sept. 20, 1958
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Director
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Since 2017
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Mr. Tomasson serves as Chief Executive Officer of Vinland Capital Investments, LLC (since 2002), a real estate investment company that he founded, and Chief Investment Officer of NRE Capital Partners LLC
(since 2019), a private real estate lending company. Prior to starting Vinland, Mr. Tomasson was a principal with Cardinal Capital Partners, a leading investor in single-tenantnet-leased property, and served as a Vice President at
Citigroup in the Global Real Estate Equity and Structured Finance group, part of the Real Estate Investment Bank, with both transactional and various management responsibilities.
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4
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None
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Peter Werner
Aug. 16, 1959
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Director
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Since 2002
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Retired. Previously, Mr. Werner taught, directed, and coached many programs at The Governor’s Academy of Byfield, MA. He also previously held the position of Vice President in the Fixed Income Departments
of Lehman Brothers and First Boston. His responsibilities included trading sovereign debt instruments, currency arbitrage, syndication, medium term note trading, and money market trading.
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4
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None
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Interested Director Nominees
(5)
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5
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Name, Address,
(1)
and Date of Birth
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Position(s) Held with Fund
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Term of Office and Length of Time Served
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Principal Occupation(s) During the Past 5 Years
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Number of Portfolios In Fund Complex
(2)
Overseen By Nominee
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Other Directorships Held by Nominee During the Past 5 Years
(3)
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Thomas Winmill, Esq.
Jun. 25, 1959
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Director; President, Chief Executive Officer, Chairman, Chief Legal Officer
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Since 2002
|
Mr. Winmill is President, Chief Executive Officer, Chairman, Chief Legal Officer, and a Trustee or Director of the Fund, Bexil Investment Trust, and Midas Series Trust. He is a Director or Manager,
President, Chief Executive Officer, and Chief Legal Officer of the Investment Manager and Bexil Advisers LLC, registered investment advisers, (collectively, the “
Investment Managers
”),
Midas Securities Group, Inc., a registered broker-dealer (the “
Broker-Dealer
”), Bexil Corporation, a holding company (“
Bexil
”)
and Winmill Co. Incorporated, a holding company (“
Winco
”). He is a Director of Global Self Storage, Inc., a self-storage REIT (“
SELF
”), and Bexil American Mortgage Inc., and a trustee of the Winmill Family Trust (“
WFT
”). He is Chairman of the Investment Policy Committee of each of the
Investment Managers (the “
IPCs
”), and he is a portfolio manager of the Fund, Bexil Investment Trust, Midas Fund, and Midas Magic. He is a member of the New York State Bar and the
SEC Rules Committee of the Investment Company Institute.
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4
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Global Self Storage, Inc.
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Woodworth Winmill
April 18, 1994
|
Director
(5)
|
2024
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Since January 2024, Mr. Winmill has worked as an associate at Labaton Keller Sucharow LLP in its arbitration group. From March 2022 to December 2023, he worked as an associate at Reid Collins Tsai
LLP, where he litigated commercial cases in state and federal court. From September 2021 to March 2022, he worked as an associate at Ropes Gray LLP in its business restructuring group. He received his J.D. from Columbia Law School
in May 2021. During law school, he interned for the Hon. Freda Wolfson in the District of New Jersey in the summer of 2019 and worked at Ropes Gray LLP in the summer of 2020. Since 2021, he has served as a director of Winco and as a
trustee of the WFT. Since 2023, he has also served as a director of Bexil.
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1
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None
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6
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(1)
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The mailing address of each Board Nominee is 2255 Buffalo Road, Rochester, NY 14624.
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(2)
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The “
Fund Complex
,” comprised of the Fund, Bexil Investment Trust, and Midas Series Trust (with two series), are
all managed by the Investment Manager or its affiliates.
|
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(3)
|
Refers to directorships held by the Board Nominee during the past five years in any company with a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the “
1934 Act
”)
, or any company registered as an investment company under the 1940 Act, excluding those
within the Fund Complex. Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During the Past 5 Years.”
|
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(4)
|
Board Nominee who is not an “interested person” of the Fund, as defined under the 1940 Act. Neither the Independent Director Nominees, nor their immediate family members,
held any positions (other than director of the investment companies in the Fund Complex) with the Investment Manager, its affiliates, or any person directly or indirectly controlling, controlled by, or under common control with the
Investment Manager or its affiliates, during the two most recently completed calendar years.
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(5)
|
Thomas Winmill is an “interested person” of the Fund, as defined in the 1940 Act, because of his affiliations with the Investment Manager, as noted
herein. Woodworth Winmill is Thomas Winmill’s son and because of this familial relationship, Woodworth Winmill is also an “interested person” of the Fund.
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Biographical Information Regarding Executive Officers of Fund and Investment Manager
The table below sets forth biographical information concerning the executive officers of the Fund as well as the Investment Manager, other than those who serve as Directors. Executive officers of
the Fund are appointed by the Board annually.
|
Name, Address,
and Date of Birth
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Position(s) Held
with Fund
|
Officer Since
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Principal Occupation(s) During the Past 5 Years
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Russell Kamerman, Esq.
Jul. 8, 1982
|
Chief Compliance Officer, Secretary, and General Counsel
|
2014
|
Chief Compliance Officer, Secretary, and General Counsel of the other investment companies in the Fund Complex, the Investment Managers, the Broker-Dealer, and Bexil. He is Assistant Chief Compliance Officer,
Assistant Secretary, and Assistant General Counsel of SELF and Tuxis Corporation, a real estate company (“
Tuxis
”). He is Assistant Chief Compliance Officer, Assistant Secretary, and
Co-General Counsel of Winco. He is a member of the New York State Bar and the Chief Compliance Officer Committee and the Advertising Compliance Advisory Committee of the Investment Company Institute.
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Heidi Keating
Mar. 28, 1959
|
Vice President
|
2002
|
Vice President of the other investment companies in the Fund Complex, the Investment Managers, the Broker-Dealer, Bexil, SELF, Tuxis, and Winco. She is a member of the IPCs.
|
7
|
Name, Address,
(1)
and Date of Birth
|
Position(s) Held
with Fund
|
Officer Since
(2)
|
Principal Occupation(s) During the Past 5 Years
|
|||
|
Donald Klimoski II, Esq.
Sept. 24, 1980
|
Assistant Secretary, Assistant General Counsel, and Assistant Chief Compliance Officer
|
2017
|
Assistant Secretary, Assistant General Counsel, and Assistant Chief Compliance Officer of the other investment companies in the Fund Complex, the Investment Managers, the Broker-Dealer, and Bexil. He is Chief
Compliance Officer, Secretary, and General Counsel of SELF and Tuxis. He is Chief Compliance Officer, Secretary, and Co-General Counsel of Winco. He is a member of the New York, New Jersey and Patent Bars and the Compliance Advisory Committee
of the Investment Company Institute. Previously, he served as Associate General Counsel of Commvault Systems, Inc. Prior to that, he was an associate at Sullivan Cromwell LLP, where his practice focused on mergers and acquisitions,
securities law, corporate governance, intellectual property and related matters.
|
|||
|
Thomas O’Malley
Jul. 22, 1958
|
Chief Accounting Officer,
Chief Financial Officer, Treasurer, and Vice President
|
2005
|
Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the other investment companies in the Fund Complex, the Investment Managers, the Broker-Dealer, Bexil, SELF, Tuxis, and Winco.
He is a certified public accountant.
|
|||
|
Louis Soulios
Jul. 24, 1981
|
Vice President, Finance
|
2022
|
Vice President, Finance, of the investment companies in the Fund Complex, the Investment Managers, the Broker-Dealer, Bexil, SELF, Tuxis, and Winco. He is a certified public accountant.
|
|||
|
Mark Winmill
(3)
Nov. 26, 1957
|
Vice President
|
2012
|
Vice President of the other investment companies in the Fund Complex and Midas Management Corporation. He is a member of the IPCs. He is President, Chief Executive Officer, Chairman, and a Director of SELF and
Tuxis, and a trustee of WFT. He is Executive Vice President and a Director of Winco, and a principal of the Broker-Dealer.
|
|
(1)
|
The mailing address of each officer is 2255 Buffalo Road, Rochester, NY 14624.
|
|
(2)
|
Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are generally elected annually. The officers were last
elected on December 11, 2024.
|
|
(3)
|
Thomas Winmill and Mark Winmill are brothers. Woodworth Winmill is a son of Thomas Winmill and the nephew of Mark Winmill.
|
Term of Office for Directors
Because the Fund does not hold annual meetings of stockholders, each Director holds office for an indefinite term until his successor is elected and qualify, or until he
otherwise dies, retires, resigns, is removed or becomes disqualified pursuant to the Governing Documents.
Qualifications of Board Nominees
In considering the Board Nominees for election, the Board evaluated each Board Nominee’s background and qualifications. With respect to the specific experience, qualifications,
attributes, or skills that led to the conclusion that each person should serve as a Director of the Fund, each Board Nominee’s relevant knowledge, experience, expertise, and, with respect to Messrs. Atkinson, Tomasson, and Werner, independence was
considered and evaluated.
8
Independent Director Nominees
Mr. Atkinson has experience with financial, accounting, regulatory, investment, and board operational matters through his current position as a manager at CellMark, Inc., a
global forest products trading company, where he directs trading activity, acquisitions, and risk management, and various former positions, including serving as the sole member of Fort Vancouver Paper LLC, an international trading company, and as a
result of his service as an independent director/trustee of the other investment companies in the Fund Complex.
Mr. Tomasson has experience with financial, accounting, regulatory, investment, and board operational matters through his current position as Chief Executive Officer of Vinland
Capital Investments, LLC and Chief Investment Officer of NRE Capital Partners LLC, his former positions as a principal with Cardinal Capital Partners, a Vice President at Citigroup in the Global Real Estate Equity and Structured Finance group, part
of the Real Estate Investment Bank, and a director of a public company, and as a result of his service as an independent director/trustee of the other investment companies in the Fund Complex.
Mr. Werner has experience with financial, accounting, regulatory, investment, and board operational matters as well as monitoring investment advisers and other fund service
providers through his former position as Vice President in the Fixed Income Departments of Lehman Brothers and First Boston and as a result of his service for more than 15 years as an independent director/trustee of the other investment companies in
the Fund Complex.
Interested Director Nominees
Mr. Thomas Winmill has experience with financial, accounting, regulatory, investment, and board operational matters as well as monitoring investment advisers and other fund
service providers as a result of his service as an officer and interested director/trustee for more than 20 years of the other investment companies in the Fund Complex.
Mr. Woodworth Winmill has experience with financial, accounting, regulatory, investment, and board operational matters as well as monitoring investment advisers and other fund
service providers as a result of, among other things, his education at Columbia Law School, his current position at Labaton Keller Sucharow LLP, and his prior employment with the Investment Manager and its affiliates.
The Board believes that the significance of each Board Nominee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience important for
one Board Nominee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Board Nominee, or particular factor, being indicative of Board effectiveness. The Board considers the
complementary individual skills and experience of the individual Board Nominees in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to
oversee the business of the Fund. References to the qualifications, attributes and skills of the Board Nominees are stated herein pursuant to disclosure requirements of applicable law, do not constitute holding out the Board or any Board Nominee as
having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Current Board Leadership Structure and Oversight Responsibilities
The Board is responsible for the oversight of the Fund’s operations. The Board is currently comprised of five members, three of whom are Independent Directors. As described below, the Board has
established four standing committees, Audit, Nominating, Executive, and Continuing Directors, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The inclusion of
all Independent Directors as members of the Audit and Nominating Committees allows all such Directors to participate in the full range of the Board’s oversight duties, including oversight of risk management processes discussed below.
The Directors have designated Mr. Thomas Winmill to serve as the Chairman of the Board (the “
Chairman
”). Mr. Winmill has been active in
investment management for over 20 years as a portfolio manager, chief executive officer, general counsel, chief legal officer, compliance officer, and in other capacities. The Chairman presides at each
9
Board meeting, establishes the agenda for Board meetings, and acts as the primary liaison between the Independent Directors and Fund management. The Chairman of the Board is an “interested person” of the Fund (as such
term is defined in the 1940 Act). The Independent Directors have not appointed a lead Independent Director. The Independent Directors believe that the utilization of an interested person as Chairman provides an efficient structure for them to
coordinate with Fund management in carrying out their responsibilities. The Independent Directors also regularly meet among themselves and the Chairman plays an important role in communicating with them in identifying matters of special interest to
be addressed by Fund management and the Board. The Chairman may also perform such other functions as may be requested by the Directors from time to time. Designation as Chairman does not impose on such Director any duties or standards greater than or
different from other Directors. The Directors believe that the Board’s leadership structure, taking into account, among other things, its committee structure, which permits certain areas of responsibility to be allocated to the Independent Directors,
is appropriate given the characteristics and circumstances of the Fund.
Risk Oversight
The operation of an investment company generally involves a variety of risks including, among others, investment, compliance, operational, and valuation risks. As part of its oversight of the Fund,
the Board oversees risk management through various regular Board and committee activities. As part of its regular oversight of the Fund, the Board, directly and/or through its committees, reviews reports from, among others, the Fund’s management,
including the Fund’s Chief Compliance Officer, the Investment Manager, the Fund’s independent registered public accounting firm (“
IRPAF
”), outside legal counsel, and others, as appropriate,
regarding risks faced by the Fund and the risk management programs of the Investment Manager and certain service providers. Different processes, procedures, and controls are employed with respect to different types of risks. The conduct of the Fund’s
day-to-day risk management functions are generally delegated to the Investment Manager and other service providers to the Fund. The Investment Manager and other service providers have their own, independent interest in risk management, and their
policies and methods of risk management will depend on their functions and business models. Although the risk management programs of the Investment Manager and the service providers are designed to be effective, there is no guarantee that they will
anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated, or mitigated and some risks may not be anticipated or may be beyond the control of the Board or the Investment Manager, its affiliates, or other
service providers. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Board Committees and Board Meetings
Audit Committee
. The Board has an Audit Committee, comprised of all of the Independent Directors. The purpose of the
Audit Committee is to meet with the Fund’s IRPAF to review its financial reporting, external audit matters, and fees charged by the IRPAF and to evaluate the independence of the IRPAF. The Audit Committee is also responsible for recommending the
selection, retention, or termination of the IRPAF and to review any other relevant matter to seek to provide integrity and accuracy in the Fund’s financial reporting. The Audit Committee met two times during the fiscal year ended December 31, 2023. A
current copy of the Audit Committee Charter is available on the Fund’s website at www.FoxbyCorp.com.
Nominating Committee.
The Board also has a Nominating Committee, comprised of all the Independent Directors. The
primary purposes and responsibilities of the Nominating Committee are (i) to identify individuals qualified to become members of the Board in the event that a position is vacated or created, (ii) to consider all candidates proposed to become members
of the Board, subject to the procedures and policies set forth in the Nominating Committee Charter, the Fund’s Governing Documents, and resolutions of the Board, (iii) to select and nominate, or recommend for nomination by the Board, candidates for
election as Directors, and (iv) to set any necessary standards or qualifications for service on the Board. The Nominating Committee did not meet during the fiscal year ended December 31, 2023. A current copy of the Nominating Committee Charter is
available on the Fund’s website at www.FoxbyCorp.com.
Executive Committee
. The Board also has an Executive Committee, comprised of Thomas Winmill and which may meet from
time to time, the function of which is to exercise the powers of the Board between meetings of the Board to the extent permitted by law to be delegated and not delegated by the Board to any other committee. The Executive Committee did not meet during
the fiscal year ended December 31, 2023.
10
Committee of Continuing Directors.
Finally, the Board has a Committee of Continuing Directors which may meet from
time to time, to take such actions as are required by the Governing Documents of the Fund. The Committee of Continuing Directors is currently comprised of Messrs. Atkinson, Werner, Tomasson, and Thomas and Woodworth Winmill. The Committee of
Continuing Directors did not meet during the fiscal year ended December 31, 2023.
The Fund has no compensation committee of the Board.
Board Meetings
. For the fiscal year ended December 31, 2023, the Board held four regularly scheduled meetings. For the
fiscal year ended December 31, 2023, each of the Directors currently in office attended at least 75% of the total number of meetings of the Board and of all Committees of the Board held during the period in which he served. The Fund does not have a
formal policy regarding attendance by Directors at stockholder meetings, but encourages such attendance.
Director and Executive Officer Compensation
The table below sets forth information regarding compensation paid by the Fund to the Directors for the fiscal year ended December 31, 2023. Only the Independent Directors are
compensated by the Fund for their services as such; the Interested Directors do not receive compensation or any other form of remuneration from the Fund and instead may be compensated by the Investment Manager.
The basis of compensation for the Independent Directors is a quarterly retainer of $100, a fee of $525 for each quarterly Board meeting attended, $500 for each special meeting
attended, $500 for each committee meeting attended, an additional $500 for each committee meeting attended by the chair of such committee, and $2,000 for each stockholders’ meeting attended. Each Independent Director is also reimbursed for reasonable
travel and out-of-pocket expenses associated with attending such meetings. The Fund currently has no bonus, profit sharing, pension, or retirement plan.
Although no current officer or Director of the Fund who is also a manager, officer, or employee of the Investment Manager or its affiliates receives any remuneration from the Fund
for their services as such, because the investment management agreement between the Fund and the Investment Manager requires the Fund to reimburse the Investment Manager for providing, at cost, certain administrative services (including, but not
limited to compliance and accounting services), we have included in the table below information regarding the portion of the Fund’s Chief Compliance Officer’s compensation that was allocated to the Fund under this agreement for the fiscal year ended
December 31, 2023.
|
Name of Person and Position
|
Aggregate Compensation From Fund
|
Total Compensation from Fund and Fund Complex
|
||
|
Independent Directors/Board Nominees:
|
||||
|
Roger Atkinson
|
$4,075
|
$50,625
|
||
|
Jon Tomasson
|
$3.075
|
$49,125
|
||
|
Peter K. Werner
|
$3,075
|
$47,625
|
||
|
Interested Director/Board Nominee:
(1)
|
||||
|
Thomas Winmill
|
$0
|
$0
|
||
|
Officer:
|
||||
|
Russell Kamerman,
Chief Compliance Officer
(2)
|
$4,355
|
$156,153
|
|
(1)
|
Woodworth Winmill is not included in the table because he was not a member of the Board during fiscal 2023. Like Thomas Winmill, as an Interested
Director, Woodworth Winmill does not receive any compensation or any other form of remuneration from the Fund for his services as such.
|
11
|
(2)
|
Represents the portion of Mr. Kamerman’s compensation that the Investment Manager received as reimbursements from, respectively, the Fund and Fund
Complex for the provision of Mr. Kamerman’s services at cost.
|
Security Ownership of Management
The following table sets forth information describing the dollar range of equity securities beneficially owned by each Board Nominee in the Fund and in all investment companies in
the aggregate within the Fund Complex overseen, or to be overseen, by each Board Nominee as of the Record Date.
|
Name of Board Nominee
|
Dollar Range of Equity Securities in the Fund
|
Aggregate Dollar Range of Equity Securities in All Investment Companies Overseen by the Director/Nominee in the Fund Complex
|
||
|
Independent Directors/Board Nominee:
|
||||
|
Roger Atkinson
|
$0
|
Over $100,000
|
||
|
Jon Tomasson
|
$0
|
$0
|
||
|
Peter K. Werner
|
$0
|
$50,001-$100,000
|
||
|
Interested Director:
|
||||
|
Thomas Winmill
|
Over $100,000
|
Over $100,000
|
||
|
Woodworth Winmill
|
Over $100,000
|
Over $100,000
|
As of the Record Date, no Board Nominee who is an Independent Director beneficially owned indirectly through intermediaries or directly, any securities in the
Investment Manager or in any person controlled by, under common control with, or controlling the Investment Manager.
The following table sets forth beneficial ownership of the Fund’s equity securities by the Board Nominees and the Fund’s named executive officers, as well as the number of equity
securities beneficially owned by all of the Board Nominees and named executive officers as a group. Amounts owned reflect ownership as of the Record Date.
|
Name and Address of
Beneficial Owner
(1)
|
Amount and Nature of Beneficial Ownership
|
Percent of Outstanding Equity Securities
|
||
|
Roger Atkinson
|
0
|
*
|
||
|
Thomas O’Malley
|
0
|
*
|
||
|
Jon Tomasson
|
0
|
*
|
||
|
Peter K. Werner
|
0
|
*
|
||
|
Thomas Winmill
P.O. Box 4
Walpole, NH 03608
|
127,757
(2)
|
24%
|
||
|
Woodworth Winmill
|
127,717
(3)
|
24%
|
||
|
Board Nominees and Named Executive Officers as a Group (6 persons)
|
127,757
|
24%
|
|
| * |
Less than one percent.
|
|
| (2) |
Also see the TBW Ownership Disclosure in
Exhibit A
.
|
|
| (3) |
Also see the WBW Ownership Disclosure in
Exhibit A
.
|
|
| (4) |
Thomas Winmill has direct beneficial ownership of 40 shares, Woodworth Winmill has direct beneficial ownership of 0 shares, and they share indirect beneficial ownership of the remaining shares. See the TBW Ownership Disclosure and WBW
Ownership Disclosure in Exhibit A
|
|
By Order of the Board of Directors
|
||||
|
Russell Kamerman, Secretary
December 11, 2024
|
|
Name and Address of Beneficial Owner
(1)
|
Amount and
Nature of Beneficial Ownership
|
Percentage of Outstanding Shares
|
||
|
Midas Securities Group, Inc.
|
127,717
(2)
|
24%
|
||
|
Winmill Co. Incorporated
|
127,717
(3)
|
24%
|
||
|
Winmill Family Trust
|
127,717
(4)
|
24%
|
||
|
Mark Winmill
|
127,717
(5)
|
24%
|
||
|
Thomas Winmill
P.O. Box 4
Walpole, NH 03608
|
127,757
(6)
|
24%
|
||
|
Woodworth Winmill
|
127,717
(7)
|
24%
|
||
|
(1)
|
Unless otherwise noted, the address of each person is 2255 Buffalo Road, Rochester, NY 14624.
|
|
(2)
|
Midas Securities Group, Inc. (“
Midas Securities
”) has direct beneficial ownership of 127,717 shares, which is
approximately 24% of the outstanding shares of the Fund, and may be deemed to have indirect beneficial ownership by being the owner of approximately 21% of the outstanding shares of Bexil.
|
|
(3)
|
Winmill Co. Incorporated (“
Winco
”) has indirect beneficial ownership of 127,717 shares, which is
approximately 24% of the outstanding shares of the Fund, and may be deemed to have indirect beneficial ownership by being the owner of all the outstanding shares of Midas Securities.
|
|
(4)
|
The Winmill Family Trust (“
Trust
”) may be deemed to have indirect beneficial ownership of these shares by
being the owner of all of the voting stock of Winco.
|
|
(5)
|
Mark Winmill is a trustee of the Trust and may be deemed to have indirect beneficial ownership of these shares, as a result of his status as a trustee of the Trust and a
controlling person of Winco, and Midas Securities. Mr. Mark Winmill disclaims beneficial ownership of these shares.
|
|
(6)
|
Thomas Winmill has direct beneficial ownership of 40 shares, which is less than 1% of the outstanding shares of the Fund, and he may be deemed to have indirect
beneficial ownership of the remaining shares, of which he disclaims beneficial ownership, by being a trustee of the Trust and a controlling person of Winco and Midas Securities. The foregoing shall be referred to herein as the “
TBW Ownership Disclosure
.”
|
|
(7)
|
Woodworth Winmill has direct beneficial ownership of 0 shares, which is less than 1% of the outstanding shares of the Fund, and he may be deemed to have indirect
beneficial ownership of the remaining shares, of which he disclaims beneficial ownership, by being a trustee of the Trust and a director of Winco. The foregoing shall be referred to herein as the “
WBW Ownership Disclosure
.”
|
All of the foregoing entities and persons intend to vote their shares of the Fund in favor of the Board Nominees. As of the Record Date, the Board Nominees and the Fund’s
officers beneficially own in the aggregate approximately 24% of the outstanding shares of the Fund, and excluding Thomas Winmill, Mark Winmill and Woodworth Winmill, less than 1%.
A-1
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