UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12 |
Adams Natural Resources Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(2) | Aggregate number of securities to which transaction applies: |
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Notes:
Baltimore, MD 21202
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| By order of the Board of Directors, | |
| Janis F. Kerns General Counsel, Secretary & Chief Compliance Officer | |
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Baltimore, MD 21202
| Proxy Statement | |
Stockholder Meeting to Be Held On April 9, 2020:
http://www.astproxyportal.com/ast/13580/
| Diversity of Background | | ||||||
| ✓ | | | 4 of 8 | | | Current or former CEOs | |
| ✓ | | | 2 of 8 | | | Leading academics | |
| ✓ | | | 1 of 8 | | | Resides outside the U.S. | |
| Diversity of Experience | | ||||||
| ✓ | | | 8 of 8 | | | Extensive leadership experience | |
| ✓ | | | 6 of 8 | | | Background in finance | |
| ✓ | | | 5 of 8 | | | Investment experience | |
| Diversity of Gender and Age | | ||||||
| ✓ | | | 2 of 8 | | | Women, including the Chair of the Board | |
| ✓ | | | 3 of 8 | | | 63 or younger | |
| ✓ | | | Mandatory director retirement age | |
| Corporate Governance Highlights | | ||||||
| ✓ | | | Board member independence – 7 of 8 directors are independent | | |||
| ✓ | | | Independent Board Chair | | |||
| ✓ | | | Audit, Compensation, and Nominating and Governance Committees comprised solely of independent directors | | |||
| ✓ | | | Board holds 7 regularly-scheduled meetings each year | | |||
| ✓ | | | 100% attendance at Board and committee meetings in 2019 | | |||
| ✓ | | | Diverse Board | | |||
| ✓ | | | Annual election of all directors | | |||
| ✓ | | | Significant share ownership requirements for directors and senior executives | | |||
| ✓ | | | Annual Board self-assessment | | |||
| ✓ | | | Executive session of independent directors at each regular meeting | |
| Enrique R. Arzac | | | Roger W. Gale | | | Craig R. Smith | |
| Kenneth J. Dale | | | Lauriann C. Kloppenburg | | | Mark E. Stoeckle* | |
| Frederic A. Escherich | | | Kathleen T. McGahran | | | | |
| Name, Age, Positions with the Fund, Other Principal Occupations and Other Directorships | | | Has Been a Director Since | | | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | | Shares of Common Stock Beneficially Owned (a)(b)(c) | | |||||||||
| Independent Directors | | | | | | | | | | | | | | | | | | | |
| Enrique R. Arzac, Ph.D., 78, Professor Emeritus of Finance and Economics at the Graduate School of Business, Columbia University. Currently, a director of ADX(d), Mirae Asset Discovery Funds (3 open-end funds), ETF Securities USA LLC, and Credit Suisse Next Investors LLC. In addition, within the past five years, Dr. Arzac served as director of Aberdeen Asset Management Funds (6 open-end funds), Credit Suisse Asset Management Funds (2 closed-end investment companies and 8 open-end funds), and Epoch Holdings Corporation (an investment management and investment advisory services company). | | | | | 1983 | | | | | | 2 | | | | | | 20,604 | | |
| Kenneth J. Dale, 63, Senior Vice President and Chief Financial Officer of The Associated Press. Formerly, Vice President, J.P. Morgan Chase & Co. Inc. Currently, a director of ADX (d). | | | | | 2008 | | | | | | 2 | | | | | | 10,366 | | |
| Name, Age, Positions with the Fund, Other Principal Occupations and Other Directorships | | | Has Been a Director Since | | | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | | | Shares of Common Stock Beneficially Owned (a)(b)(c) | | |||||||||
| Frederic A. Escherich, 67, Private Investor. Formerly, Managing Director and head of Mergers and Acquisitions Research and the Financial Advisory Department of J.P. Morgan & Co. Inc. Currently, a director of ADX(d). | | | | | 2006 | | | | | | 2 | | | | | | 11,499 | | |
| Roger W. Gale, Ph.D., 73, President & CEO of GF Energy, LLC (consultants to electric power companies). Formerly, member of management group of PA Consulting Group (energy consultants). Currently, a director of ADX(d). | | | | | 2005 | | | | | | 2 | | | | | | 6,550 | | |
| Lauriann C. Kloppenburg, 59, Retired Chief Strategy Officer and former Chief Investment Officer - Equity Group of Loomis Sayles & Company, LP (a U.S. investment management firm). Currently, a member of the investment committee of 1911 Office, LLC (a family office offering trust services) and Executive in Residence, Champlain College. Formerly, Executive in Residence, Hughey Center for Financial Services, Bentley University. Currently, a director of ADX(d). | | | | | 2017 | | | | | | 2 | | | | | | 1,798 | | |
| Kathleen T. McGahran, Ph.D., J.D., CPA, 69, President & CEO of Pelham Associates, Inc. (an executive education provider). Adjunct Professor, Tuck School of Business, Dartmouth College. Formerly, Associate Dean and Director of Executive Education and Associate Professor, Columbia University. Currently, the Chair of the Board and a director of ADX(d) and a director of Scor Global Life Reinsurance and Scor Reinsurance of New York. | | | | | 2003 | | | | | | 2 | | | | | | 12,112 | | |
| Craig R. Smith, M.D., 73, Retired Chief Operating Officer of Algenol LLC (ethanol manufacturing). Formerly, President of Williston Consulting LLC (consultants to pharmaceutical and biotechnology industries) and Chairman, President & CEO of Guilford Pharmaceuticals (pharmaceutical and biotechnology). Currently, a director of ADX(d). Dr. Smith also served as a director of Algenol Biofuels, Inc. within the past five years. | | | | | 2005 | | | | | | 2 | | | | | | 7,516 | | |
| Interested Director | | | | | | | | | | | | | | | | | | | |
| Mark E. Stoeckle, 63, CEO of the Fund. Currently, also the CEO, President, and a director of ADX(d). Formerly, Chief Investment Officer, U.S. Equities and Global Sector Funds, BNP Paribas Investment Partners. | | | | | 2013 | | | | | | 2 | | | | | | 14,611 | | |
| Directors and executive officers of the Fund as a group. | | | | | | | | | | | | | | | | | 85,056 | | |
Independent Directors | | | Dollar Value of Shares Owned(1) | |
Enrique R. Arzac | | | greater than $100,000 | |
Kenneth J. Dale | | | greater than $100,000 | |
Frederic A. Escherich | | | greater than $100,000 | |
Roger W. Gale | | | greater than $100,000 | |
Lauriann C. Kloppenburg | | | $10,001 - $50,000 | |
Kathleen T. McGahran | | | greater than $100,000 | |
Craig R. Smith | | | greater than $100,000 | |
Interested Director | | | | |
Mark E. Stoeckle | | | greater than $100,000 | |
Security Ownership of Management in the Fund(a) | | | Shares of Common Stock Beneficially Owned(b)(c) | | |||
Name | | ||||||
James P. Haynie | | | | | 24,286 | | |
Brian S. Hook | | | | | 24,683 | | |
Janis F. Kerns | | | | | 632 | | |
Title of Class | | | Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | |
Common Stock | | | Ancora Advisors, LLC, et al 6060 Parkland Boulevard, Suite 200 Cleveland, OH 44124 | | | 2,785,574 shares held indirectly(1) | | | 9.3% | |
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Common Stock | | | Adams Diversified Equity Fund, Inc. 500 E. Pratt Street, Suite 1300 Baltimore, Maryland 21202 | | | 2,186,774 shares held directly | | | 7.3% | |
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Common Stock | | | Lazard Asset Management, LLC 30 Rockefeller Plaza New York, NY 10112 | | | 1,705,500 shares held directly | | | 5.7% | |
| | | | Frederic A. Escherich, Chair Enrique R. Arzac Roger W. Gale Lauriann C. Kloppenburg | |
Name | | | Position | | | Aggregate Compensation from the Fund(1)(2)(3)(4) | | | Total Compensation from Fund and Fund Complex paid to Directors(5) | | ||||||
Mark E. Stoeckle | | | Chief Executive Officer(a) | | | | $ | 865,905 | | | | | | N/A | | |
James P. Haynie | | | President | | | | | 540,876 | | | | | | N/A | | |
Brian S. Hook | | | Vice-President, CFO, & Treasurer | | | | | 126,463 | | | | | | N/A | | |
Independent Directors | | | | | | | | | | | | | | | | |
Enrique R. Arzac | | | Director(b)(c) | | | | | 65,000 | | | | | $ | 130,000 | | |
Kenneth J. Dale | | | Director(a)(c)(d) | | | | | 68,000 | | | | | | 136,000 | | |
Frederic A. Escherich | | | Director(a)(b)(d) | | | | | 68,000 | | | | | | 136,000 | | |
Roger W. Gale | | | Director(a)(b)(d) | | | | | 68.000 | | | | | | 136,000 | | |
Lauriann C. Kloppenburg | | | Director(b)(c) | | | | | 65,000 | | | | | | 130,000 | | |
Kathleen T. McGahran | | | Chair of the Board(a) | | | | | 85,000 | | | | | | 170,000 | | |
Craig R. Smith | | | Director(c)(d) | | | | | 65,000 | | | | | | 130,000 | | |
| 2019 | | | 2018 | | | 2017 | |
| 29.5% | | | 47.0% | | | 24.4% | |
| 2019 | | | 2018 | | | 2017 | |
| 0.97% | | | 0.79% | | | 0.78% | |
PricewaterhouseCoopers LLP.
ANNUAL MEETING OF STOCKHOLDERS OF ADAMS NATURAL RESOURCES April 9, 2020 FUND, INC. INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20830000000000001000 3 040920 independent public auditors. O Enrique R. Arzac FOR ALL NOMINEES may properly come before the Meeting with all the powers the undersigned would (See instructions below) O Craig R. Smith Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. tv537820_cycle 2_Master 1 of 3 THE BOARD OF DIRECTORS RECOMMENDS VOTES "FOR ALL NOMINEES" IN PROPOSAL 1 AND FOR PROPOSAL 2. x 1. Election of Directors: NOMINEES: O Kenneth J. Dale WITHHOLD AUTHORITYO Frederic A. Escherich FOR ALL NOMINEESO Roger W. Gale O Lauriann C. Kloppenburg FOR ALL EXCEPTO Kathleen T. McGahran O Mark E. Stoeckle INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. Ratification of the selection of PricewaterhouseCoopers LLP as In their discretion, the Proxies are authorized to vote upon all other business that possess if personally present. Attend Annual Meeting mark here. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of StockholderDate: Notice of Internet Availability of Proxy Materials for the Meeting: The notice of annual meeting, proxy statement, form of proxy card, and 2019 Annual Report to stockholders are available on the internet at the following website: http://www.astproxyportal.com/ast/13580/ COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS
- 0 ADAMS NATURAL RESOURCES FUND, INC. PROXY FOR 2020 ANNUAL MEETING THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ADAMS NATURAL RESOURCES FUND, INC. The undersigned stockholder of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints James P. Haynie and Janis F. Kerns, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Fund to be held at 10:00 a.m., local time, on Thursday, April 9, 2020, at the offices of the Fund, 500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202 and at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR ALL NOMINEES" in Proposal 1 and "FOR" Proposal 2, as described in the Proxy Statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof. (over) ADAMS NATURAL RESOURCES FUND, INC. 14475 tv537820_cycle 2_Master 2 of 3 1.1
ANNUAL MEETING OF STOCKHOLDERS OF ADAMS NATURAL RESOURCES FUND, INC. April 9, 2020 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Notice of Internet Availability of Proxy Materials for the Meeting: The notice of annual meeting, proxy statement, form of proxy card, and 2019 Annual Report to stockholders are available on the internet at the following website: http://www.astproxyportal.com/ast/13580/ Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20830000000000001000 3 040920 independent public auditors. O Enrique R. Arzac FOR ALL NOMINEES may properly come before the Meeting with all the powers the undersigned would (See instructions below) O Craig R. Smith Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. tv537820_cycle 2_Master 3 of 3 THE BOARD OF DIRECTORS RECOMMENDS VOTES "FOR ALL NOMINEES" IN PROPOSAL 1 AND FOR PROPOSAL 2. x 1. Election of Directors: NOMINEES: O Kenneth J. Dale WITHHOLD AUTHORITYO Frederic A. Escherich FOR ALL NOMINEESO Roger W. Gale O Lauriann C. Kloppenburg FOR ALL EXCEPTO Kathleen T. McGahran O Mark E. Stoeckle INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. Ratification of the selection of PricewaterhouseCoopers LLP as In their discretion, the Proxies are authorized to vote upon all other business that possess if personally present. Attend Annual Meeting mark here. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of StockholderDate:
- 0 ADAMS NATURAL RESOURCES FUND, INC. PROXY FOR 2020 ANNUAL MEETING THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ADAMS NATURAL RESOURCES FUND, INC. The undersigned stockholder of Adams Natural Resources Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints James P. Haynie and Janis F. Kerns, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Fund to be held at 10:00 a.m., local time, on Thursday, April 9, 2020, at the offices of the Fund, 500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202 and at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR ALL NOMINEES" in Proposal 1 and "FOR" Proposal 2, as described in the Proxy Statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof. (over) ADAMS NATURAL RESOURCES FUND, INC. 14475 tv537820_cycle 2_Master 2 of 3 1.1