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

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HENNESSY ADVISORS, INC.

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LETTER FROM OUR PRESIDENTNOTICE OF

and

PROXY STATEMENT

for the

20182023 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 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 I reflect onwrite this shareholder letter, all three major indices are down, with bleak year-to-date total returns of -3.70%, -14.30%, and -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 goods stabilize, consumers and investors will realize that the fundamentals of our 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 have the strongest labor market in half a century fueling ‘quiet quitting’ and 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 believe that volatility will remain, I also believe the table is set for a return to steady, long-term growth in the market and the economy.

Financial Results

In the first quarter of fiscal year 2017, I am struck by how resilient2022, 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 U.S. financial marketslast day of each calendar quarter, and mature on December 31, 2026. Although the interest on the notes have beenreduced our earnings this fiscal year, we feel confident that we can put the capital to use in the face of so much turmoil. Companies were faced with political uncertainty herefuture, and we believe it is advantageous to have capital locked in at home and geopolitical risk arounda competitive rate in this environment. We also have the world, and they weatheredoption to pay off all or a record number of natural disasters. Locally, here in California, we started the year with unprecedented flooding and ended the year with someportion of the most devastating wildfires in our state’s history. There were, however, some positive moments, as the New England Patriots won Super Bowl LI in a great comeback overtime victory, our Golden State Warriors regained their NBA title after last year’s heartbreaking championship loss, and the Apple iPhone turned 10 years old.

U.S. stocks performed welldebt in the first quarter of fiscal year 2024 if we feel that is best for our shareholders.

Our assets under management and our earnings per share (EPS) both fell during this fiscal year, but we are pleased to announce positive fully diluted EPS of $0.82. Additionally, and perhaps most importantly, our balance sheet continues to strengthen as we have grown our cash position to over $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 shareholders.

This year marks the 20^thyear of Hennessy becoming a public company. In those 20 years, we are proud to have paid a dividend to our new administration, and, ignoring the debate and the bluster, investors have continued to focus on what concerns them the most – tax reform, deregulation, and the hope of an increase in infrastructure spending down the road. Investors have also remained calm in the face of escalating tensions with North Korea, whose leader appears intent on mastering a nuclear capability strong enough to threaten the continental United States.

I believe we must give much of the creditshareholders for the resiliency inlast 17 consecutive years. Based on a closing price of $8.57 per share on December 6, 2022, the equity market over the last 12 months$0.1375 quarterly dividend equates to the strength of the U.S. economy, which has continued to grow at a steady rate of almost 2.5%6.4% yield on an annualized basis. Companies have added over 150,000 jobs per month on average this year, and the current unemployment rate of 4.1% is the lowest it has been in 17 years. Consumer confidence is high and still rising, and corporate earnings have been growing. The Federal Reserve has been raisingshort-term interest rates, but in the absence of a significant acceleration in inflation, has been able to keep the pace of increases very gradual.

Business Model and Financial ResultsThe Hennessy Funds

Here at Hennessy Advisors,On August 29, 2022, we remain committed to our proven business model of focusing on strategically acquiring assets while continuing to generate organic growth. We are pleased to report that Hennessy Advisors once again produced record-breaking results in fiscal year 2017. Average assets under management, upon which fees are calculated, reached $6.6 billion, an increase of $238 million or 3.8% compared to fiscal year 2016, which drove increases in revenue, net income, and earnings. Fully diluted earnings per share were $1.92, an increase of 3% from the prior fiscal year’s earnings per share of $1.86. Revenue for the fiscal year totaled almost $53 million, an increase of 3% over the prior year.

In May 2017, we announced the signing ofsigned a definitive agreement with Stance Capital and Red Gate Advisers to purchaseacquire the assets related to the management of the Rainier U.S. Funds.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, shareholdersthe Stance ETF will be reorganized to become part of our product line-up and will be named the Hennessy Stance 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 effect on our funds was keenly felt as only three of the Rainier U.S.16 Hennessy Funds will become shareholdersposted positive returns for the one-year period ended September 30, 2022. However, the longer-term performance numbers remain strong, with 13 of the Hennessy Funds posting positive returns for the five-year period ended September 30, 2022, and all 14 Hennessy Funds with at least 10 years of operating history posting positive returns for the assets related10-year period ended September 30, 2022. We are confident that high-quality investing provides solid long-term performance.

Our People

After we safely and successfully came back to the Rainier Mid Cap Equity Fund and the Rainier Small/Mid Cap Equity Fund merging into the Hennessy Cornerstone Mid Cap 30 Fund and the assets relatedoffice in 2021, our team returned to the Rainier Large Cap Equity Fund merging into the Hennessy Cornerstone Large Growth Fund. In November, shareholders of the Rainier Large Cap Equity Fund and the Rainier Mid Cap Equity Fund voteda robust business travel schedule in favor of the agreement, and, as a result, the reorganization of these funds was completed in early December. This portion of the acquisition represents approximately $122 million in assets, bringing total assets managed by Hennessy Advisors to approximately $6.9 billion.

The Special Meeting of shareholders of the Rainier Small/Mid Cap Equity Fund, the last remaining Rainier U.S. Fund,2022. It has been adjournedinspiring to December 26, 2017. Pending shareholder approval,witness the Rainier Small/Mid Cap Equity Fund will be reorganized intocreativity and energy as we have rekindled our existing business relationships and established many new ones. Our business is built around in-person gatherings and attending industry events, and it has been energizing to see our business partners once again.

Our company and its people continue to evolve in the Hennessy Cornerstone Mid Cap 30 Fund inmid-January 2018.

This year, on January 26, 2017,best possible ways, as evidenced by the establishment of an Advisory Committee to our Board of Directors also declareda three-for-two stock split, whichin February 2022. In December 2022, our founding Advisory Committee member was effected on March 6, 2017, in an effortappointed to improve the liquidityBoard, and three of our shares infounding directors transitioned to the public market.

I am also very proud that since early 2005 we have consistently beenAdvisory Committee. We are extremely fortunate to be able to return capitalmaintain both a talented Board and a tenured Advisory Committee to our shareholders inprovide guidance for the form of a dividend, rewarding the confidence of our loyal shareholders. This fiscal year, we increased the quarterly dividend by 25% to $0.067 per share on October 31, 2016,changes and then, on May 1, 2017, we increased the dividend again, this time by 12% to $0.075 per share.

Investment Performance

An important element of our business model is the long-term performance of our mutual funds. Each of our 14 mutual funds posted positive returns over theone-, three-, five-, and10-year periods ending September 30, 2017. Ten of our 14 mutual funds were rated 5, 4, or 3 stars by Morningstar for investor share classes. Across all classes and all of our funds, 83% of our assets under management were in fund classes rated 5, 4, or 3 stars, with 74% being held in5-star or4-star fund classes as of September 30, 2017.

Distribution and Marketing

Once again, our strong financial performance was complemented by investment management and marketing achievements. The Hennessy Gas Utility Fund won the 2017 Lipper Fund Award for10-year risk adjusted performance, which marks the sixth consecutive year this fund has received a Lipper Fund Award. Our funds also received national recognition for beingbest-in-class from Fidelity, Schwab, Barron’s, Kiplinger, and The Wall Street Journal. Our marketing team won six 2017 Mutual Fund Education Alliance (MFEA) STAR Awards for excellence in communications, including the best “Overall Advisor Communications” honor among companies with assets under management of below $10 billion. With this year’s awards, Hennessy has earned a total of 30 MFEA awards over the past nine years.challenges ahead.

The Future

I have written many shareholder letters inWe remain committed to growing our assets under management and continuing our search for strategic partnerships and acquisition opportunities for the nine years since the market bottomed in the early months of 2009, and I still remain confident that this bull market has room to run. Overall, investment fundamentals are strong. Corporate earnings are growing at a healthy rate, and companies are generating excess cash flow. The economy continues to grow at a steady pace, but, in my opinion, not so fast that it risks fueling the inflation rate, which remains below 2%. I believe that this low inflation has allowed the Federal Reserve to raise rates very slowly. If our government leaders can pass a meaningful tax reform bill and continue efforts toward regulatory relief, it would be icing on the cake for equities.

Meanwhile, I believe stock valuations, while higher than a year ago, are still reasonable. At the peak of the technology,dot-com bubble, U.S. equities sold at much higher multiples across the board than they do today, while bond yields were also much higher. In June of 1999, the Dow Jones Industrial Average sold at 28x earnings and the10-year long bond yield was close to 6%. Today, the Dow is selling at under 20x earnings and is offering a 2.2% dividend yield, on par with the yield of the10-year government bond at 2.4%.

And even though the bull market is in its ninth year, there are still no signs of “euphoria.” Bartenders are not whispering stock tips into the ears of their best customers. Human resource managers are not quitting their jobs to become day traders. I do think we could see a5-10% correction, but I think the market would then bounce right back. This bull market has experienced several such corrections over its life span, and yet it has always recovered.

All of us at Hennessy Advisors look forward to strengthening every aspectbenefit of our firm in the year ahead. We will advanceshareholders. Our dedicated management team, steadfast employees, and refine our marketing and distribution efforts, strive to delivertop-tier investment results, and continue to search for strategically attractive acquisitions. We are fortunate to have a motivated and talented team to focus on our business and our shareholders, as well as a respectedoutstanding Board of Directors to help guide this company today and into the future. We believe that by diligently pursuing our business strategy, we can continue to provide value toAdvisory Committee are all working collectively for you – our shareholders.

Thank On behalf of our team, thank you for your continued confidencetrust, and investment in Hennessy Advisors. we look forward to embarking together on the journey of the year ahead.

If you have any questions or would like to speak with us directly, please don’t hesitate to call us at (800)966-4354.

Sincerely,

Neil J. Hennessy

President, Chairman and CEO

Sincerely,

Neil J. Hennessy

Chairman and CEO

HENNESSY ADVISORS, INC.

NOTICE AND PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 25, 2018

DEAR SHAREHOLDER:

The annual meeting of shareholders of Hennessy Advisors, Inc. will be held on Thursday, January 25, 2018, at 6:30 p.m., PST, at StoneTree Golf Club, 9 StoneTree Lane, Novato, California 94945 (business casual recommended).

The meeting will be held for the following purposes:

Our board of directors recommends a vote “FOR” Proposalsproposals 1, 2, and 2. Only shareholders of record at the close of business on December 1, 2017, will be entitled3.

Your vote is important, and we encourage you to vote at the annual meeting.

We hopepromptly whether or not you will be ableplan to attend the meeting, but in any event we would appreciate if you would date, sign, and return the enclosed proxy as promptly as possible,annual meeting. You may vote now by internet, phone, or give your proxy by calling toll-free (800)652-8683 (if calling within the United States) or by voting over the Internet at www.Investorvote.com/HNNA.mail.

Dated:    December 15, 2017

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to beBe Held on January 25, 2018.February 9, 2023. The notice, proxy statement, annual report, and form of proxy are available atwww.hennessyadvisors.com/proxy.htmproxy.

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 JANUARY 25, 2018FEBRUARY 9, 2023

This proxy statement and the enclosed form of proxy card are being first being sent to shareholders of Hennessy Advisors Inc. (“Hennessy Advisors,” the “company,” “we,” “us” or “our”) on or about December 15, 2017,20, 2022, in connection with the solicitation by our board of directors of proxies to be used at the 20182023 annual meeting of shareholders. The annual meeting will be held on Thursday, January 25, 2018,February 9, 2023, at 6:30 p.m., PST, 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 and each or either of them, as proxy agents to vote the shares of common stock solicited on its behalf. If you sign and return the enclosed form of proxy, or give your proxy by calling toll-free (800)652-8683 (if calling within the United States) or by voting over the Internet at www.Investorvote.com/HNNA, you may nevertheless revoke your proxy at any time insofar as it has not been exercised by (1) giving written notice to our corporate secretary, (2) delivering a later dated proxy, or (3) attending the meeting and voting in person. If your shares are held in “street name,” by your broker, fiduciary, custodian or other nominee, you may vote your shares in person at the annual meetingONLY if you bring a legal proxy to the annual meeting. You must request this legal proxy from your bank or broker as indicated on the proxy card as they will not automatically supply one to you. The shares represented by your proxy will be voted unless the proxy is mutilated or otherwise received in such form or at such time as to render it not votable.

VOTING SECURITIESINFORMATION

The recordEach share of shareholders entitledour common stock has one vote on each matter to vote was taken atcome before the close of business on December 1, 2017.meeting. As of December 1, 2017,12, 2022, we had outstanding and entitled to vote 7,803,0007,573,706 shares of common stock, no par value. Each sharestock. 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 12, 2022, are entitled to vote at the annual meeting. If you are a beneficial owner of shares of our common stock, entitles the holdermeaning 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 one vote.vote your shares.

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

IfWhether you arehold shares directly as a shareholder of record holder (you own your common stockor beneficially in certificate form),street name, you may vote by marking your vote on the enclosed proxy card and then signing it, dating it, and mailing it in the postage-paid envelope we have provided. Alternatively, you may vote by calling toll-free(800) 652-8683 (if calling within the United States) or by voting over the Internet at www.Investorvote.com/HNNA. If your shares are heldwithout attending the annual meeting in “street name” by a broker, nominee, fiduciary or other custodian (collectively referred to herein as a “broker”), followany of the directions given by your broker regarding how to instruct themfollowing three ways:

You may also vote in person at the annual meeting, although we encourage you to vote your shares. Your broker may permit you to vote by the Internet or by telephone. Whether or notshares now even if you plan to attend the annual meeting. If you are a beneficial owner and want to vote your shares in person at the annual meeting, we urgeyou must obtain a legal proxy and bring it to the annual meeting. A legal proxy is a written document that authorizes you to vote your shares now.

We encourage you to vote your shares now regardless of whether you plan 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 forone-year terms or until their respective successors are elected and qualified. TheEach 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 has nominated, uponeffective 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. Directors will be elected byAs part of a plurality of votes cast by shares entitledperiodic director refreshment process, Daniel G. Libarle, Rodger Offenbach, and Daniel B. Steadman were not nominated for reelection to vote at the meeting.Board and have transitioned to serve on our recently-formed Advisory Committee.

Proxies will be voted, if authority to do so is not withheld, for the election as directors of each of the board’s director nominees. 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 persons voting the accompanying proxy agents may, in their discretion, vote for a substitute.

Our board of directors recommends a vote “FOR”The following biographies describe the election of each of its director nominees. Proxies solicited by the board will be so voted unless shareholders specify in their proxies a contrary choice.

The information presented below for our incumbent directors includes information that each director has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other companies, some of which are publicly held, of which he or she currently serves as a director or has served as a director during the past five years.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes, and skills of the director nominees that led ourthe board and the nominating committee to the conclusionconclude that he or she should serve as a director,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 61)66) has served as chairman of the board president, and chief executive officer of Hennessy Advisors since 1989 and served as a directorpresident of Hennessy Advisors from 1989 to January 2018. Mr. Hennessy also serves as chairman of the board, chief market strategist, president, and portfolio manager of Hennessy Funds Trust (the trust for our mutual funds since 1996.funds). He previously served as the chief investment officer of Hennessy Funds Trust from 1996 until 2021. Mr. Hennessy started his financial career in 19811979 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 19941993 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 51)56) has served as a director, executive vice president chief financial officer, and secretary of Hennessy Advisors since 1989 and received an additional officer designationJanuary 2018, as the chief operating officer insince October 2010.2010, 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 the 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 61) has served as a director and executive vice president of Hennessy Advisors since 2000 and as the chief compliance officer of Hennessy Advisors since 2010. Mr. Steadman is also the 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.

Henry Hansel (age 69)74) has served as a director of Hennessy Advisors since 2001. He has been president of The Hansel Auto Group, which includes nine automobile dealerships, since 1982. Mr. Hansel served as a director of the Bank of Petaluma from its organization in 1987 until it was sold in 2002. Mr. Hansel earned a bachelor of science degree in economics from the University of Santa Clara. Mr. Hansel’s experience with running a large and economically cyclical business provides him with excellent financial statement and operational knowledge. His corporate business experience, combined with his attentive and thorough service as a director over the years, allows him to provide the board with valuable recommendations and ideas.

Brian A. Hennessy (age 64)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 aself-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 76)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, 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 66)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 51)56) has served as a director of Hennessy Advisors since 2014. Ms. Pomilia has worked in the mortgage industry since 1985.for over 30 years. From 1985 to 2007, Ms. Pomilia worked for Residential Mortgage Capital, d/b/a First Security Loan, where she opened thebranches in Larkspur branch. Inand Mill Valley. From 2007 to 2017, she purchasedworked with RPM Mortgage and grew her own branch of RPM mortgage and expanded locationsbusiness to include branches in Mill Valley, Napa, San Rafael, and Benicia.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 the vice president of Pomilia Financial, Inc., givesprovides her awith tremendous understanding of business in general and the financial industry specifically.

Thomas L. Seavey (age 71)76) has served as a director of Hennessy Advisors since 2001. For the majority of Mr. Seavey’s business career he has been involved in the sales and marketing of athletic and leisure products, as well as working with professional athletes. From 1981 to 1993,During the 1980s and 1990s, Mr. Seavey worked for Nike as the vice president of sales, in the Midwest and California, and spent three years atas well as for International Management Group (IMG) as thea vice president of products. In 1980,president. During this time, he also formed his own company, Seavey Corp., now Continental SportsALPS Group, which sells sport and leisure products. Mr. Seavey left Nikeformally managed ALPS Group for over a decade. He is no longer involved in 1993the day-to-day operations of ALPS Group, but continues as an advisor and formally took over the management of Continental Sports Group, which he is still managing today.president. Mr. Seavey earned a bachelor of arts in English and history from Western Michigan University. Mr. Seavey’s experience working for a large corporation, where he led worldwide marketing campaigns, provided him vast knowledge of the business world. His experience has sharpened his financial and operational knowledge, and he brings these assets to our board of directors in a relatable, effective way. This, combined with his diligent and focused service as a director of our company over the years, has provided him with an excellent understanding of the company and the industry in which it operates, making him a valuable resource to our board.

CORPORATE GOVERNANCE

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires executive officers, directors, and 10% shareholders to file reports of initial ownership of our common stock (on Form 3) and changes in such ownership (on Form 4) no later than the second business day after the date on which the transaction occurred, unless certain exceptions apply. Most transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the company’s fiscal year. Based upon a review of Forms 4 and 5 filed with the Securities and Exchange Commission (the “SEC”) and information provided to us by our directors and officers during fiscal year 2017, we believe all required reports were filed on a timely basis.

Director Attendance

Our board held fourfive regular meetings and two special meetings during fiscal year 2017.2022. All directors attended at least 75% of all meetings of the board and board committees on which they served during fiscal year 2017.2022.

We do not have a formal policy requiring directorsDirectors are encouraged to attend the annual meetings of shareholders. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate thatAll nine of our then-current directors will attend the annual meeting unless, for some reason, they are unable to attend the board meeting on the same date. All directorsother than Brian A. Hennessy attended the 20172022 annual meeting of shareholders.

Director Independence

The board determined that all of our directorsHenry Hansel, Lydia Knight-O’Riordan, Kiera Newton, Susan W. Pomilia, and Thomas L. Seavey are independent under NASDAQ rules, except for Neil J. Hennessy, Teresa M. Nilsen, Daniel B. Steadman, and Brian A. Hennessy.Nasdaq rules. The NASDAQNasdaq rules include several objective tests as well as aand one subjective test for determining who is an “independentindependent 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.

All of our directors other than Neil J. Hennessy, Teresa M. Nilsen, Daniel B. Steadman,Henry Hansel, Lydia Knight-O’Riordan, Kiera Newton, Susan W. Pomilia, and Brian A. HennessyThomas L. Seavey all qualified as “independent”independent under the objective tests. The Boardboard 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, of which none were deemed byand 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 Directors and Standingthe board of directors as of the date of this proxy statement:

Board Committees

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

Audit Committee. TheDuring fiscal year 2022, the audit committee presently is composed ofcomprised Daniel G. Libarle (Chairman)(Chair), Henry Hansel, and Thomas L. Seavey, all of whom are considered independent under NASDAQNasdaq rules. The audit committee met four times during fiscal year 2017.2022. Effective as of December 8, 2022, the audit committee comprises Kiera Newton (Chair), Henry Hansel, and Thomas L. Seavey. Ms. Newton is also considered independent under Nasdaq rules. The principal responsibilities and functions of the audit committee include reviewing our internal controls and the integrity of our financial reporting, approving the employment and compensation of and overseeing our independent auditor, and reviewing the quarterly reviews and annual audit with the auditor.

Our board of directors has determined that Daniel G. Libarle, who has served as Chairman of our audit committee since 2001,Kiera Newton is an audit committee financial expert, as defined in the rules and regulations of the Securities and Exchange Commission (the “SEC”), and is considered independent under SEC and is independent as defined by SEC and NASDAQNasdaq rules. Our board based its determination on the fact that Mr. LibarleMs. Newton has extensive experience evaluating financial statements prepared in accordance with generally accepted accounting principles and has also acquired an understanding of internal controls, procedures for financial reporting, and audit committee functions as the founding chairmana Certified Public Accountant with seven years of the board of Bank of Petalumaexperience in public accounting. Ms. Newton worked as an Audit Associate for Ernst & Young from 19852012 to 2002, a member of the audit committee of the board of directors of Greater Bay Bancorp2013 and subsequently as an Assurance Manager for Marcum LLP from 1999 to 2007, and a director of the Exchange Bank, where he continues to serve on the bank’s audit and loan committees.2013 through 2019.

Compensation Committee. TheDuring fiscal year 2022, the compensation committee presently is composed ofcomprised Thomas L. Seavey (Chairman)(Chair), Daniel G. Libarle, Rodger Offenbach, and Susan W. Pomilia, all of whom are considered independent under NASDAQNasdaq rules. Effective as of December 8, 2022, the compensation committee comprises Thomas L. Seavey (Chair) and Susan W. Pomilia. The compensation committee met threetwo times during fiscal year 2017.2022. This committee has the responsibility of approving the compensation arrangements for our executive officers, including annual equity awards, which were approved on September 30, 2017,15, 2022, with a grant date of September 18, 2022, and annual cash bonuses, which were approved on October 9, 2017.September 15, 2022. It also recommends to the board of directors adoption ofwhether to adopt any compensation plans in which our officers and directors are eligible to participate and makes grants of employee stock options and other stock awards under our incentive plan. Our executive officers do not determine their own compensation. However, the chief executive officer,president, after consultation with the company’s other two executive officers, recommends to the compensation committee (1) the amount of base salary, cash bonus, company 401(k) contribution, and equity compensation for the other twoMs. Kathryn R. Fahy, our chief financial officer, and Mr. Steadman, our executive officers, as well asvice president, (2) the amount of histhe chief executive officer’s company 401(k) contribution and equity compensation, and (3) the amount of her own company 401(k) contribution and equity compensation, in each case based on salary surveys and the experience and performance of our executive officers. The compensation committee does not have any arrangements with compensation consultants. As a small company, our compensation committee relies uponon its business judgment in making compensation decisions for our executive officers. The compensation committee is also responsible for reviewing and approving all related party transactions.

Nominating Committee.Committee.TheDuring fiscal year 2022, the nominating committee presently is composed of all directors who are considered independent under NASDAQ rules:comprised Susan W. Pomilia (Chairman)(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 2017.2022. 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.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 Hennessy Advisors,the company, time available for meetings and consultation regarding Hennessy Advisors’company matters, and other particular skills and experience possessed by the individual.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 pay a fee toretain any other third party to locate qualified candidates for director positions, although we may do so in the future retain athird-party search firm if the nominating committee deems it appropriate. Shareholders may recommend a potential director nominee by following the procedures described below in “Deadlines for Submissions of Proxy Proposals, Proposals for Director Nominations or Other Business, and Recommendations for Potential Director Nominees.”

Leadership Structure

The board currently believes it is in the best interests of the company to combine the positions of chairman andNeil J. Hennessy serves as both our chief executive officer because this providesand chairman of the board, which the board believes is the most appropriate and effective leadership structure for the board and the company with unifiedat this time. Mr. Hennessy brings over 30 years of strategic leadership experience and direction. In addition, our current chairman and chief executive officer has anin-depth unparalleled knowledge of ourthe company’s business, thatoperations, and risks to his role as chairman. This depth of knowledge enables himMr. Hennessy to effectively set appropriate board agendas and ensure appropriate processes and relationships are established with bothbetween management and the board of directors, as our board works together to oversee our management and affairs. The board has not appointed a lead independent director. The board has determined that its leadership structure is appropriate for the company.

Board Role in Risk Oversight

The board, together with the audit committee, has oversight for our risk management framework,oversees both the investment risk and operational risk components of our risk management framework and is responsible for helping to ensure that our risks are managed in a sound manner. In this regard, theThe directors oversee an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and to enhance shareholder value. AIt is a fundamental partaspect of risk management is not only understandingto understand the risks a company faces and whatthe steps management is taking to manage those risks, but also understanding whatto evaluate the appropriate risk level of risk is appropriate for the company. The involvement of the full board in setting our business strategy is a key part of the directors’ assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the company.level. The board has determined that its risk oversight is appropriate for the company.

The board has adopted a Code of Ethics for Hennessy Funds Trust and Hennessy Advisors that applies to our directors and employees, the full text of which is available at www.hennessyadvisors.com. Each of our directorsdirector and employeesemployee annually confirms in writing that he or she has reviewed and will fully comply with the Code of Ethics.

Policies and Procedures for Submitting Recommendations for Potential Director Nominees forHedging Transactions

We have not adopted any practice or policy regarding the 2019 Annual Meetingability of Shareholders

The nominating committee considers recommendations for potential director nominees from many sources, including membersour 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 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 to be a valid submission for recommendation to the nominating committee for a potential director nominee, the formmarket value of recommendation must be addressed to the nominating committee, be received at our principal executive offices no later than August 17, 2018 (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. The specific information that must be included with a recommendation for a potential director nominee has not changed since we previously disclosed the requirements in our proxy statement for the 2017 annual meeting of shareholders. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Recommendation for Director.” The mailing address for our principal executive offices is 7250 Redwood Boulevard, Suite 200, Novato, California 94945.common stock.

Related Party Transactions

Related Party Transactions Policy. Under the company’s written policy approved by the board regarding related party transactions, the compensation committee must review and approve all such transactions. A related party transaction is any transaction that is reportable by the company under paragraph (a) of Item 404 ofRegulation S-K in which the company is or will be a participant, the amount involved exceeds $120,000, and any director, nominee for director, executive officer, or person known to the company to be a beneficial owner of 5% or more of its voting securities, or an immediate family member of any of the foregoing, has or will have a direct or indirect material interest. Pursuant to the company’s related party transactions policy, each executive officer, director, and director nominee must provide written notice of any potential related party transaction to the general counsel. The general counsel, in consultation with company management, then evaluates the potential transaction to determine whether it is a related party transaction. If it is, the general counsel submits the potential transaction to the compensation committee for review. The compensation committee then reviews all material facts of the potential transaction and either approves or disapproves entry into the related party transaction, unless it is determined that approval by the entire compensation committee prior to entrance into the transaction is impracticable under the circumstances, in which case the chairman of the compensation committee is authorized to review and approve the transaction at his discretion. Among other factors it deems appropriate, the compensation committee will take into account whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction in deciding whether to approve or ratify a related party transaction. If a related party transaction will be ongoing, the compensation committee may establish guidelines for company management to follow in its ongoing dealings with the related party. The compensation committee then reviews and assesses those guidelines and compliance therewith on at least an annual basis.

2017 Related Party Transactions. During fiscal year 2017,years 2022 and 2021, there have beenwere no related party transactions of more than $120,000, except as described below.

Alan J. Hennessy, son of Neil J. Hennessy, is employed by the company and serves as vice president of corporate administrationdevelopment and operations of our mutual funds. HeIn fiscal year 2022, he earned a total of $292,723 in fiscal year 2017,$282,250 from the company, consisting of base salary, cash bonus, and a grant of restricted stock units at a grant date stock price of $15.15$9.00 per share. TheIn fiscal year 2021, he earned a total of $275,500 from the company, consisting of base salary, cash bonus, and a grant of restricted stock units at a grant date stock price of $10.00 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. His compensation is commensurate with his peers’ compensation.

Daniel P. Hennessy, son of Neil J. Hennessy, is employedDIRECTOR COMPENSATION

The following table sets forth compensation received by the company and serves as assistant vice president and associate analyst of our mutual funds. He earned a total of $154,315each non-management director in fiscal year 2017, consisting2022. From October 1, 2021, through December 31, 2021, non-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 fees were decreased to $12,000 in connection with the appointment of base salary, cash bonus,an additional non-management director to the Board, but the committee and a grantchair fees remained unchanged. In addition to the fees received for board and committee service, the compensation committee determines the amount of restricted stock units, atif any, to award to each non-management director on an annual basis.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the company, including eligibility for awardsSecurities Exchange Act of restricted stock units. His compensation is commensurate1934 (the “Exchange Act”) requires our executive officers, directors, and 10% shareholders to file reports with his peers’ compensation.the SEC setting 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 2022.

EXECUTIVE OFFICERS

Our executive officers are listed below.

Biographical information for each of our executive officersMs. Fahy and Mr. Steadman is set forth below. Biographical information for Mr. Hennessy and Ms. Nilsen may be found under the heading “Election of Directors.”

We refer to these individualsKathrynR. Fahy(age 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 “executive officers.”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 broadercompany-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 ofhigh-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 remains 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:

Alignment.We seek to align the interests of our executive officers with the interests of our shareholders. Key elements of our compensation program that are designed to do so include:

Ms. Nilsen’s recommendations are based on hisher experience, the performance of our executive officers, andthird-party salary survey data from McLagan. McLagan has an extensive database onthat includes compensation fordata 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 across multiple companies without specifically identifyingdisclosing specific information for aany particular company. We compare our executive positions to what we determine to be positions of similar scope and complexity.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 compensation committee does not have any arrangements with compensation consultants. In recognition of the fact that we are a smaller company, our compensation committee relies uponon its business judgment in making compensation decisions for our executive officers. With respect to each area againstin which our executive officers are evaluated, the compensation committee reviews companycompares the company’s performance and each executive officer’s performance during the year against targeted performance for the year and then evaluates whether individual and company-wide objectives set during the prior year’s review were achieved. Specific factors affecting compensation decisions for executive officers include, but are not limited to, the following:

Elements of Our Compensation Program

Base Salaries.BasesalariesBasesalaries are used to provide a fixed amount of compensation for an executive officer’s regular work. According to the most recent McLagan salary survey, the base salaries for our executive officers are in the bottom half of all financial services companies participating in the survey. Base salaries for executive officers are reviewed annually and may be adjusted from time to time by the compensation committee.

Bonuses. Mr. Hennessy receivesand Ms. Nilsen each receive a quarterly incentive-based bonus (a “Quarterly Bonus”) pursuant to an employment agreementagreements we entered into with him relating to his service asthem. Each Quarterly Bonus is calculated based on the chairman of the board of directors, president, and chief executive officer of Hennessy Advisors and as chief investment officer and portfolio manager for our mutual funds. Specifically, Mr. Hennessy receives a quarterly incentive-based bonus in the amount of 10% of the company’spre-tax profits for each fiscal quarter, as computed for financial reporting purposes in accordance with accounting principles generally accepted in the United States of America, except thatpre-tax profit is computed without regard to (1) bonuses payable to employees (including related payroll tax expenses) for the fiscal year, (2) depreciation expense, (3) amortization expense, (4) compensation expense related to restricted stock units (or other stock-based compensation expense), and (5) asset impairment charges (such amount, for“Adjusted Quarterly Pre-Tax Profit”). Mr. Hennessy and Ms. Nilsen each quarter, the “Quarterly Bonus”).receive a Quarterly Bonus equal to 6.5% and 3.5%, respectively, of Adjusted Quarterly Pre-Tax Profit. With respect to any fiscal quarter in which athey earn Quarterly Bonus is earned,Bonuses, Mr. Hennessy receivesand Ms. Nilsen receive 50% of suchtheir respective Quarterly BonusBonuses within 75 days following the end of such fiscal quarter and the remaining 50% is held in a reserve account. If thereAdjusted Quarterly Pre-Tax Profit is negative (reflecting a quarterlypre-tax loss (computed in the same manner aspre-tax profit)loss) during any fiscal quarter during the samein such fiscal year, with respect to which a Quarterly Bonus is paid, the reserve account isaccounts are reduced by an amount equal to such quarterly pre-tax loss multiplied by the same 10%percentage amount used to determine hisMr. Hennessy’s and Ms. Nilsen’s Quarterly Bonus.Bonuses, respectively. If there is a positive balance in the reserve accountaccounts at the end of the fiscal year, such positivethe amount in each reserve account is paid to Mr. Hennessy and Ms. Nilsen, respectively, within 75 days following the end of such fiscal year.days. If there is a negative balance in the reserve accountaccounts at the end of the fiscal year, the negative reserve is cancelledamounts are canceled and isare not carried forward into the next fiscal year. More information regarding Mr. Hennessy’s and Ms. Nilsen’s employment agreement isagreements are described below under “Potential Payments upon Termination or Change of Control.”

BonusesThe cash bonus amounts for our executive officers other than Mr. HennessySteadman and Ms. Fahy are approved by the compensation committee and paid out of a general bonus pool for all employees.employees other than Mr. Hennessy and Ms. Nilsen. The total bonus pool generally is set as a percentage ofpre-tax profits, and therefore fluctuatesbut the executive officers have discretion to adjust the bonus pool up or down based on the company’s overall performance.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. Each executive officer’s (other than Mr. Hennessy’s) portionBonuses paid out of the bonus pool isare discretionary, but are based approximately 40%in part on individual performance and approximately 60% oncompany-wide performance, as discussed in his or her compensation review.performance. Each year, our executive officers setcompany-wide objectives that are then presented to the board. IndividualThey 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 2017, 2022, company-wide objectives included effectively managing cash and equity, maintaining profitability, remaining compliant with our bank loan covenants, maintaining and expanding our compliance program, managing our organizational structure,pursuing strategic business opportunities, building banking relationships, improving and expanding our distribution, marketing, public relations, and sales program, expanding staff,programs, strengthening our networking and pursuing strategic business opportunities.relationships, effectively managing our relationships with our sub-advisors and satellite offices, and maintaining our compliance program. Because the bonus accrual is based primarily on a percentage ofpre-tax profits, the bonus isbonuses automatically are aligned with ourthe 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 thelong-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 can provide the same type of equity-based value to executive officers as stock options, but with less dilution to earnings per share.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 onlong-term performance and profitability and encourage executive retention. Each year, followingFollowing 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 if any, and sets the aggregate amount of restricted stock units, if any, to be awarded to employees if any, 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 agreement providesagreements 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.agreement, respectively. We believe that the rightrights to these payments providesprovide job security for Mr. Hennessy and allows himMs. 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 and Mr. Steadman to focusremain focused on their performance, our best interests, and the best interests of our shareholders if a change of control is anticipated or occurs, as well as to ensure a smooth transition in the event of a change of control. Ms. Nilsen and Mr. Steadman would be paid with or without termination in the event ofUpon a change of control, in orderMs. Nilsen would not receive a bonus pursuant to allow them to stay focused on our best interestsboth her employment agreement and interests of our shareholders in the eventbonus agreement upon a change of control is anticipated or occurs.control; instead, she would receive the higher of the two payments.

In addition, the restricted stock unit award agreements between the company and each of our executive officersofficer provide that all restricted stock units held by an executive officer will immediately vest in full (1)(i) 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)(ii) upon a change of control of the company.

More information regarding these agreements and an estimate of the amount of compensation that would have been payable to our executive officers upon a termination of employment or change of control, as if each such event had occurred on September 30, 2017, is describedincluded below under “Potential Payments upon Termination or Change of Control.”

Nonqualified Deferred Compensation Benefits.We do not offer a nonqualified deferred compensation plan to any of our employees.

Pension Benefits. We do not sponsor any pension plans.

Other Compensation. Benefits and perquisites provided to our executive officers are generally the same as those offered to all employees. Weemployees, except that we pay for a car allowance, premiums on life insurance, and premiums on disability insurance for Neil J. Hennessy pursuant to the terms of his employment agreement. We also pay for fitness club memberships for Ms. Nilsen and Ms. Fahy. Finally, we make charitable contributions on behalf of each of our executive officers.officers and cover expenses related to required travel by their spouses, as applicable.

Tax Treatment. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits our income tax deduction for compensation paid in any taxable year to our executive officers excluding our chief financial officer, that exceeds $1,000,000. However, certain forms ofperformance-based compensation are excluded from the $1,000,000 deduction limit if certain requirements are met. The compensation committee considers the impact of Section 162(m) when determining base salary, cash bonuses, equity awards, and other compensation for our executive officers, but tax deductibility is only one of several factors considered by the compensation committee in the design and implementation of our compensation program. Therefore, the compensation committee may approve compensation that will not meet the requirements of Section  162(m) in orderexceeds $1,000,000 to ensure competitive compensation levels and structures for our executive officers.

EXECUTIVE COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management. Based on such review and discussions, the compensation committee recommends to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Annual Report onForm 10-K for the year ended September 30, 2017.

		Thomas L. Seavey, Chairman
		Daniel G. Libarle
		Rodger Offenbach
		Susan W. Pomilia

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee during fiscal year 2017 are the four independent directors listed above under “Compensation Committee.” No person who served as a member of the compensation committee during fiscal year 2017 has been an officer or employee of the company or has been involved in any transaction that must be described under the SEC rules relating to disclosure of related party transactions. In fiscal year 2017, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our board or compensation committee.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary Compensation Table

The following table summarizes the total compensation of our executive officers for fiscal years 2017, 2016,Fiscal Years 2022 and 2015.2021⁽¹⁾

Grants ofPlan-Based Awards in Fiscal Year 2017

The following table sets forth information regarding grants of plan-based awards granted in fiscal year 2017 to each of our executive officers.

Outstanding Equity Awards at Fiscal Year End 2022

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 of directors’board’s sole discretion at the start of each calendar year, (2) certain performance-based incentive awards (as described below),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 alump-sum payment within 30 days of the end of the quarterseverance payable in which the termination date occurs24 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) (A)(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 (B)(y) two and (ii) apro-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 will beis 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, but in no event for longer than three months.    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 willwould receive either the full amount of such payments and benefits or a lesser amount such that no portion of the payments and benefits willwould be subject to the excise tax, whichever would result in a greaterafter-tax benefit to Mr. Hennessy.

The employment agreement defines the terms listed below as follows:

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 assetsemployment 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 companyCode, then Ms. Nilsen would receive either the full amount of such payments and benefits or (3) approval by the shareholdersa lesser amount such that no portion of the companypayments 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 a complete liquidation or dissolution of the company.

Restricted Stock Unit Award Agreements

TheWe also have restricted stock unit award agreements betweenwith Ms. Nilsen on the company and each of our executive officers provide that all restricted stock units held by an executive officer will immediately vest in full (1) if the executive officer’s employment terminatessame terms 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 definitions of change of control, disability, and retirement under the Amended and Restated 2013 Omnibus Incentive Plan, under which the restricted stock unit award agreements with Mr. Hennessy, which are issued,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.The following table sets forth potential payments upon a termination of employment of Mr. Steadman or change of control of the company.

PROPOSAL 2:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Director Compensation for Fiscal Year 2017The board recommends a vote “FOR” the advisory resolution approving the compensation of the company’s executive officers as described in this proxy statement.

The following table sets forthOur board of directors is committed to and recognizes the importance of responsible executive compensation receivedpractices. 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 eachSection 14A of the Exchange Act, we are asking our directors, other thanshareholders to indicate their approval of the compensation of our executive officers, as disclosed in fiscal year 2017. Ourthis 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 generally receive $10,500 peror the company. However, our board meetingof directors and $1,500 per committee meeting. Committee chairs received $2,000 per committee meeting. In addition, the compensation committee determineswill review and consider the amountoutcome of restricted stock unitsthe 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 awardconduct 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 eachthe 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 outside directors, if any,executive compensation program. In addition to reviewing the summary below, we encourage you to carefully review the information on an annual basis.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:

PROPOSAL 23:

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 2023.

The audit committee has selected Marcum LLP to audit the company’s financial statements and internal control over financial reporting for fiscal year 20182023 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.

Audit services provided by Marcum LLP in fiscal year 2017 included the integrated audit of the company’s financial statements and internal control over financial reporting, reviews of interim financial statements, and consultations on matters related to accounting and financial reporting.

Marcum LLP also provided certainaudit-related services to Hennessy Advisors during fiscal year 2017, which were reviewed by the audit committee and are more fully described on page 29 of this proxy statement.

Representatives of Marcum LLP are expected to be present at the 20182023 annual meeting of shareholders and will be accorded the opportunity to make a statement, if they so desire, and to respond to appropriate questions.

Our boardThe following table provides information relating to the fees that Marcum LLP has billed to the company for the past two fiscal years.

AUDIT COMMITTEE REPORT

Management is responsible for our internal controls and financial reporting process. Our independent accountants areregistered 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 accountantsaccounting firm to review and discuss the audited financial statements for fiscal year 2017.2022. The audit committee also discussed with the independent accountantsaccounting firm the matters required by Auditing Standard No. 1301. The audit committee also received written disclosures from the independent accountantsaccounting firm mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’saccounting firm’s communications with the audit committee concerning independence, and the audit committee discussed with the independent accountantsaccounting firm that firm’s independence.

Based uponon the audit committee’s discussions with management and representatives of the independent accountants,accounting firm, and the audit committee’s review of the representations of management and the independent accountants,accounting firm, the audit committee recommended that the board of directors include the audited financial statements of Hennessy Advisors, Inc. in its annual report onForm 10-K for the fiscal year ended September 30, 2017,2022, filed with the SEC.

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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Representatives of Marcum LLP are expected to be present at the 2018 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 billed to Hennessy Advisors for fiscal years 2017 and 2016.