DEFA14A: Flaherty & Crumrine Fund Adjourns Annual Meeting to June 6th to Solicit Additional Shareholder Votes

Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (NYSE: DFP) has adjourned its annual meeting to June 6, 2025, to gather more shareholder votes on director elections and a new investment advisory agreement.

Summary

• The Annual Meeting of Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (NYSE: DFP) has been adjourned to June 6, 2025, at 8 a.m. Pacific time.
• The adjournment is to solicit additional shareholder votes on proposals to elect Directors and approve a new investment advisory agreement with Flaherty & Crumrine Incorporated.
• The Board of Directors unanimously recommends voting FOR the proposals.
• A new record date of May 7, 2025, has been established for the adjourned meeting.
• Shareholders as of January 16, 2025, who have already voted and haven't changed custodians do not need to take further action unless they wish to change their vote.
• As of May 7, 2025, there were 20,539,430 shares outstanding of the Fund.
• As of the record date of May 7, 2025, no persons beneficially owned more than 5% of the outstanding shares of either Fund, except for Cede & Co., which is the representative of all shareholders who hold shares with their broker.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the adjournment indicates a potential challenge in securing votes, the board is actively addressing it. The communication is straightforward and aims to encourage shareholder participation.

Positives

• The Board is actively seeking shareholder input and participation in key decisions.
• Shareholders who have already voted and haven't changed custodians do not need to take further action unless they wish to change their vote, simplifying the process for many.

Negatives

• The adjournment of the meeting suggests that initial shareholder voting was not sufficient to pass the proposals, potentially indicating shareholder concerns or lack of engagement.
• Additional proxy costs will be incurred due to the extended solicitation period.

Risks

• Failure to secure sufficient shareholder votes could lead to complications in electing directors and approving the new investment advisory agreement.
• Continued solicitation efforts may not yield the desired results, potentially requiring further actions or compromises.

Future Outlook

The fund is focused on securing shareholder approval for the election of directors and the new investment advisory agreement.

Management Comments

• The Board of Directors unanimously recommends that you vote FOR the Proposals.
• It is important that you authorize your proxy to vote your shares, no matter the size of your investment, as each vote has a direct impact on the outcome of the Proposals.

Industry Context

In the investment management industry, shareholder approval is crucial for key decisions like director elections and advisory agreements. Adjourning meetings to ensure sufficient votes is a common practice, reflecting the importance of shareholder engagement and corporate governance.

Comparison to Industry Standards

• Flaherty & Crumrine is a closed-end fund, and it is common for closed-end funds to seek shareholder approval for significant matters such as investment advisory agreements.
• BlackRock, another major player in the investment management industry, also routinely seeks shareholder votes on similar matters for its closed-end funds.
• The process of adjourning meetings to solicit additional votes is also a standard practice in the industry when initial voting results are insufficient.

Stakeholder Impact

• Shareholders are directly impacted as they are being asked to vote on key decisions.
• The outcome of the vote will affect the composition of the Board of Directors and the investment advisory agreement, which in turn impacts the Fund's performance and management.

Next Steps

• Shareholders are urged to vote on the proposals by following the instructions on the enclosed proxy card.
• The Fund will continue to solicit proxies until the reconvened meeting on June 6, 2025.

Key Dates

Keywords

Annual Meeting, Shareholder Vote, Proxy Statement, Investment Advisory Agreement, Board of Directors, Flaherty & Crumrine, Adjournment