DEF: DNP Select Income, Duff & Phelps Utility, and DTF Tax-Free Funds Announce Joint Annual Meeting of Shareholders

DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc., and DTF Tax-Free Income 2028 Term Fund Inc. will hold a joint annual meeting of shareholders on March 10, 2025, to elect directors and conduct other business.

Summary

• The annual meeting of shareholders for DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc., and DTF Tax-Free Income 2028 Term Fund Inc. will be held jointly on March 10, 2025, at 1:00 p.m. Eastern Time, as a virtual meeting.
• Shareholders of record as of December 6, 2024, are eligible to vote.
• The primary purpose of the meeting is to elect directors for each fund, with specific voting procedures for common and preferred stock holders.
• The meeting will also address any other business that may properly come before the meeting.
• The estimated total cost for the annual meeting and proxy solicitation is $225,000, which will be allocated to the respective funds based on their proportion of shareholder accounts.
• Three directors, Philip R. McLoughlin, Geraldine M. McNamara, and David J. Vitale, will be retiring from the Board at the end of the annual meeting.
• The size of the Board will be reduced from seven to five members after the retirements, assuming the election of Mr. Kahrer is approved.
• The board may increase the size of the board in the future to improve diversity of backgrounds, experiences and skills.
• George R. Aylward and Mark G. Kahrer are nominated for election as directors for each fund, with specific voting procedures for common and preferred stock holders.
• DNP had 370,030,932 shares of common stock and 1,320 shares of preferred stock outstanding on the record date.
• DPG had 37,130,045 shares of common stock and 1,400,000 shares of preferred stock outstanding on the record date.
• DTF had 7,029,567 shares of common stock outstanding on the record date.

Sentiment

Score: 7

Explanation: The document is primarily procedural and informational, with no significant positive or negative events. The sentiment is neutral to slightly positive due to the routine nature of the meeting and the focus on corporate governance.

Positives

• The meeting is being held virtually, which may increase accessibility for shareholders.
• The board is actively seeking to improve diversity, equity and inclusion.
• The board is actively engaged in risk oversight and corporate governance.
• The board has a continuing education program for directors.

Negatives

• The board size will be reduced from seven to five members, which may reduce the diversity of perspectives.
• The meeting is being held virtually, which may reduce the opportunity for shareholder interaction.
• The meeting will be adjourned if a quorum is not met, which will incur additional costs.

Risks

• Failure to achieve a quorum at the meeting could lead to adjournment and additional expenses.
• The reduction in board size may impact the diversity of perspectives and expertise.
• The virtual format of the meeting may limit shareholder interaction and engagement.
• The cost of the meeting and proxy solicitation is estimated at $225,000.

Future Outlook

The Board may decide to increase the size of the Board in the future if doing so would improve the overall diversity of backgrounds, experiences and/or skills of the Board members.

Management Comments

• The Board has determined that the use of a joint proxy statement for the meeting is in the best interest of the shareholders of each Fund.
• The Funds express deep appreciation to Mr. McLoughlin, Ms. McNamara and Mr. Vitale for their many years of dedicated service and wish them well in their retirement.
• The Board believes that the most appropriate leadership structure for the Funds is for the Chair of the Board to be an independent director.

Industry Context

This announcement is typical for closed-end investment funds, which are required to hold annual meetings to elect directors and conduct other business. The use of a joint meeting and proxy statement is a common practice to streamline the process for funds with similar management structures.

Comparison to Industry Standards

• The use of a virtual meeting format is becoming increasingly common among investment funds, reflecting a broader trend towards digital engagement.
• The staggered board terms and the presence of independent directors are consistent with corporate governance best practices for investment companies.
• The disclosure of director compensation and share ownership aligns with industry standards for transparency.
• The process for shareholder proposals and nominations is in line with SEC regulations and industry norms.
• The engagement of Ernst & Young as the independent registered public accounting firm is a common practice for investment funds.
• The pre-approval policy for audit and non-audit services is consistent with regulatory requirements and industry best practices.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders are required to vote on the election of directors.
• Shareholders will be able to attend the annual meeting online.
• The retirement of three directors will impact the composition of the board.
• The reduction in board size may impact the diversity of perspectives.
• The cost of the meeting and proxy solicitation will be borne by the funds.

Next Steps

• Shareholders are encouraged to vote their proxies immediately.
• Shareholders can attend the virtual meeting on March 10, 2025.
• The newly elected directors will begin their terms.
• The board will continue to oversee the management and operations of the funds.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Proxy Statement, Virtual Meeting, DNP Select Income Fund, Duff & Phelps Utility and Infrastructure Fund, DTF Tax-Free Income 2028 Term Fund, Corporate Governance, Board of Directors