DEF 14A: Ellsworth Growth and Income Fund Ltd. Announces Annual Meeting of Shareholders

Ellsworth Growth and Income Fund Ltd. will hold its Annual Meeting of Shareholders on May 13, 2024, to elect three Trustees and consider other business matters.

Summary

• Ellsworth Growth and Income Fund Ltd. is holding its Annual Meeting of Shareholders on May 13, 2024.
• The meeting will take place at GAMCO Investors, Inc. in Rye, New York, and virtually via webcast.
• Shareholders will vote to elect three Trustees: two elected by common and preferred shareholders voting together, and one elected by preferred shareholders voting separately.
• The record date for determining shareholders eligible to vote is March 15, 2024.
• Shareholders can vote by telephone, internet, or mail.
• The Fund has two classes of shares outstanding: 13,790,740 Common Shares and 2,464,559 Preferred Shares (1,161,559 Series A and 1,303,000 Series B).
• Wells Fargo & Company beneficially owns 7.3% of the Common Shares.
• GAMCO Investors, Inc. and affiliates beneficially own 29.0% of the Preferred Shares.
• A quorum requires one-third of outstanding shares represented in person or by proxy.
• The Board consists of ten Trustees, eight of whom are not interested persons of the Fund.
• Mario J. Gabelli, Daniel D. Harding, and Nicolas W. Platt are nominated for a three-year term expiring at the 2027 Annual Meeting.
• The Fund's most recent annual report, including audited financial statements for the fiscal year ended September 30, 2023, is available upon request.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in sentiment. It provides necessary information for shareholders to make informed decisions.

Positives

• Shareholders have multiple options for voting: telephone, internet, or mail.
• The Fund provides detailed information about the nominees for Trustee positions.
• The Fund's annual report is readily available to shareholders upon request.
• The Board has established committees (Nominating, Audit, Proxy Voting) to assist with oversight.

Risks

• Failure to achieve a quorum at the meeting could necessitate adjournment and further proxy solicitation.
• The DSTA Control Share Statute could impact the voting rights of shareholders acquiring significant stakes.
• Recent court decisions have created uncertainty around the general application under the 1940 Act of state control share statutes.

Future Outlook

The Fund intends to hold its next Annual Meeting of Shareholders in 2025.

Industry Context

This is a standard proxy statement for a closed-end fund, outlining the procedures for the annual meeting and the election of trustees. The document reflects standard corporate governance practices for investment companies.

Comparison to Industry Standards

• The structure of the board, with a mix of interested and independent trustees, is typical for closed-end funds.
• The presence of an audit committee, nominating committee, and proxy voting committee aligns with industry best practices.
• The disclosure of trustee compensation and beneficial ownership is standard practice.
• The discussion of the Delaware Statutory Trust Act and control share acquisitions is relevant for funds organized as Delaware statutory trusts.
• Comparable companies include other closed-end funds managed by Gabelli Funds, LLC, such as The Bancroft Fund Ltd.

Stakeholder Impact

• Shareholders are directly impacted by the election of Trustees and other matters voted on at the meeting.
• The Fund's performance and governance practices affect shareholder value.
• Employees of the Adviser and service providers are indirectly impacted by the Fund's operations.

Next Steps

• Shareholders should review the proxy materials and vote on the proposals.
• The Fund will hold the Annual Meeting on May 13, 2024.
• The Fund will announce the voting results in its Semiannual Report for the six months ended March 31, 2024.

Key Dates

Keywords

Annual Meeting, Shareholders, Trustees, Proxy Statement, Voting, Ellsworth Growth and Income Fund, Gabelli Funds, Investment Company