DEF 14A: Central & Eastern Europe Fund and New Germany Fund Announce Joint Annual Meeting of Stockholders

The Central and Eastern Europe Fund, Inc. and The New Germany Fund, Inc. will hold a joint annual meeting of stockholders on June 27, 2024, to elect directors and ratify the appointment of independent auditors.

Summary

• The Central and Eastern Europe Fund, Inc. (CEE) and The New Germany Fund, Inc. (GF) will hold a joint Annual Meeting of Stockholders on June 27, 2024.
• Stockholders will vote on the election of directors for each fund.
• For CEE, two Class III directors will be elected to serve until the 2027 Annual Meeting.
• For GF, three directors will be elected: two Class III directors to serve until the 2027 Annual Meeting and one Class I director to serve until the 2025 Annual Meeting.
• Stockholders will also vote to ratify the appointment of Ernst & Young LLP as the independent auditors for each fund for the fiscal year ending October 31, 2024 for CEE and December 31, 2024 for GF.
• The record date for determining stockholders eligible to vote is May 2, 2024.
• As of the record date, CEE had 6,395,607.46 shares outstanding and GF had 16,390,179.95 shares outstanding.
• The Boards of Directors recommend voting for the election of the director nominees and for the ratification of Ernst & Young LLP as independent auditors.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing necessary information for stockholders. It is a routine announcement, so the sentiment is moderately positive due to the absence of negative news.

Positives

• The document provides clear information to stockholders regarding the upcoming joint Annual Meeting.
• The Board of Directors clearly states its recommendations for voting on the proposals.
• The document includes information about the experience, skills, attributes, and qualifications of each director and nominee.
• The document details the responsibilities and composition of the Board's various committees, including the Audit Committee, Nominating and Governance Committee, Advisory and Valuation Committee, and Executive Committee.
• The document includes an Audit Committee Report, providing transparency regarding the committee's oversight of the Funds' financial reporting and auditing processes.

Negatives

• The document is primarily informational and does not contain any significant negative aspects.
• The document notes a late filing of Form 3 by Juan Barriobero, Deputy Portfolio Manager for GF, but states that the omission has been corrected.

Risks

• The document mentions that not all risks that may affect a Fund can be identified, and controls cannot be developed to eliminate or mitigate their occurrence or effects.
• The document notes that processes and controls employed to address certain risks may be limited in their effectiveness.
• The document states that some risks are simply beyond the reasonable control of the Funds or the Administrator, its affiliates or other service providers.
• The document mentions that it is necessary to bear investment-related risks to achieve each Funds goals.

Future Outlook

The document outlines the procedures for stockholders to submit proposals for the 2025 Annual Meeting, indicating a continuation of the Funds' corporate governance practices.

Management Comments

• The Boards of Directors of each Fund urge stockholders to mark, sign, date and mail the enclosed proxy card or to record voting instructions by telephone or via the Internet.
• The Boards of Directors of each Fund recommend a vote FOR the election of directors and FOR the ratification of the appointment of Ernst & Young LLP as independent auditors.

Industry Context

This announcement is typical for publicly traded investment funds, ensuring compliance with regulatory requirements and providing stockholders with the opportunity to participate in corporate governance decisions.

Comparison to Industry Standards

• The document adheres to standard practices for closed-end funds, similar to those followed by companies like BlackRock, Eaton Vance, and Franklin Templeton.
• The structure of the Board and its committees aligns with industry norms for investment companies.
• The disclosure of audit and non-audit fees is consistent with regulatory requirements and industry best practices.
• The process for stockholder proposals follows SEC Rule 14a-8, a standard for US-listed companies.

Management Changes

Stakeholder Impact

• Stockholders have the opportunity to vote on the election of directors and the ratification of the independent auditors.
• The outcome of the votes will impact the governance and oversight of the Funds.
• The appointment of independent auditors ensures the integrity of the Funds' financial statements.

Next Steps

• Stockholders should review the proxy statement and vote on the proposals.
• The Funds will hold the joint Annual Meeting on June 27, 2024.
• The Board of Directors will consider the results of the votes and take appropriate action.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Audit Committee, Ernst & Young, Stockholders, Governance, CEE, GF, Funds