DEF 14A: Gabelli Convertible and Income Securities Fund Inc. Announces Annual Meeting of Stockholders
Proxy Statement
The Gabelli Convertible and Income Securities Fund Inc. will hold its Annual Meeting of Stockholders on May 13, 2024, to elect five directors and consider other business matters.
Summary
- The Gabelli Convertible and Income Securities Fund Inc. will hold its Annual Meeting of Stockholders on May 13, 2024.
- The meeting will take place at GAMCO Investors, Inc. in Rye, New York, and virtually via webcast.
- Stockholders will vote to elect five directors and consider other matters.
- The record date for determining stockholders eligible to vote is March 15, 2024.
- Stockholders can vote by telephone, internet, or mail.
- The Fund has two classes of stock outstanding: Common Stock (19,370,383 shares) and Preferred Stock (640,000 shares).
- GAMCO Investors, Inc. and affiliates beneficially own 10.0% of the Common Stock and 15.6% of the Preferred Stock.
- Regina Pitaro owns 44.5% of the Preferred Stock.
- Sheila Ellice Shafran Living Trust owns 23.4% of the Preferred Stock.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, so the sentiment is neutral to positive. It provides necessary information for shareholders to make informed decisions.
Positives
- The Fund is providing multiple options for stockholders to vote (telephone, internet, mail), making it easier for them to participate.
- The Board is composed of experienced individuals with diverse backgrounds.
- The Fund has a Lead Independent Director to facilitate communication and oversight.
- The Audit Committee is actively involved in overseeing the Fund's financial reporting and internal controls.
Negatives
- The document mentions a past settlement with the SEC involving Director Salvatore J. Zizza, although the Board has determined it does not disqualify him from serving as an Independent Director.
- The Fund changed its independent registered public accounting firm in 2022.
Risks
- The document mentions some uncertainty around the general application under the 1940 Act of state control share statutes exists as a result of recent court decisions which have held that control share acquisition provisions in funds governing documents are not consistent with the 1940 Act.
- Additionally, in some circumstances uncertainty may also exist in how to enforce the control share restrictions contained in state control share statutes against beneficial owners who hold their shares through financial intermediaries.
Future Outlook
The Directors of the Fund do not intend to present any other business at the Meeting, nor are they aware that any stockholder intends to do so. If, however, any other matters, including adjournments, are properly brought before the Meeting, the persons named in the accompanying proxy will vote thereon in accordance with their discretion.
Management Comments
- The Board believes that each Directors experience, qualifications, attributes or skills on an individual basis and in combination with those of other Directors lead to the conclusion that each Director should serve in such capacity.
Industry Context
This is a standard proxy statement for a closed-end fund, outlining the agenda for the annual meeting and providing information about the directors and officers.
Comparison to Industry Standards
- The director compensation structure is typical for closed-end funds of similar size and complexity.
- The fund's governance practices, such as having an audit committee and a nominating committee composed of independent directors, are in line with industry best practices.
- The disclosure of beneficial ownership by directors and officers is a standard requirement for registered investment companies.
Legal Proceedings
- On September 9, 2015, Mr. Zizza entered into a settlement with the Securities and Exchange Commission (the SEC) to resolve an inquiry relating to an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction.
Stakeholder Impact
- Shareholders are asked to vote on the election of directors and other matters.
- The outcome of the vote will impact the composition of the Board and the direction of the Fund.
Next Steps
- Stockholders should review the proxy statement and vote their shares.
- The Fund will hold its Annual Meeting on May 13, 2024.
- The Fund will publish the voting results in its Semiannual Report for the six months ended March 31, 2024.
Key Dates
| Date | Description |
|---|---|
| June 5, 1989 | E. Val Cerutti has served as a Director of the Fund since the June 5, 1989 organizational meeting of the Fund. |
| April 24, 1991 | Salvatore J. Zizza became a Director of the Fund on April 24, 1991 |
| February 11, 1992 | Anthonie C. van Ekris became a Director of the Fund on February 11, 1992 |
| August 15, 2001 | Werner J. Roeder became a Director of the Fund on August 15, 2001 |
| May 12, 2004 | The Board of Directors adopted a Nominating Committee charter on May 12, 2004 |
| November 17, 2004 | The Board of Directors amended the Nominating Committee charter on November 17, 2004. |
| September 9, 2015 | Mr. Zizza entered into a settlement with the Securities and Exchange Commission (the SEC) to resolve an inquiry relating to an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction. |
| November 18, 2015 | Thomas H. Dinsmore and Daniel D. Harding became Directors of the Fund on November 18, 2015 |
| August 17, 2016 | Vincent D. Enright became a Director of the Fund on August 17, 2016 |
| February 23, 2017 | Leslie F. Foley became a Director of the Fund on February 23, 2017 |
| February 22, 2018 | John Birch and Michael J. Melarkey became Directors of the Fund on February 22, 2018 |
| May 16, 2018 | Anthony S. Colavita became a Director of the Fund on May 16, 2018 |
| March 25, 2021 | Agnes Mullady became a Director of the Fund on March 25, 2021 |
| December 31, 2021 | PricewaterhouseCoopers report on the financial statements of the Fund for the fiscal year ended December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principle. |
| August 17, 2022 | Effective August 17, 2022, the Board, including a majority of the Independent Trustees, upon recommendation and approval of the Audit Committee, dismissed PricewaterhouseCoopers LLP (PricewaterhouseCoopers) as the Funds independent registered public accounting firm and appointed Tait Weller to serve in this role for the fiscal year ending December 31, 2022. |
| February 16, 2023 | On February 16, 2023, the Fund elected, by resolution unanimously adopted by the Board of Directors of the Fund in accordance with Section 3-702(c)(4) of the MGCL, to be subject to the Maryland Control Share Acquisition Act (the Control Share Act), effective immediately. |
| May 22, 2023 | No Director or nominee for election as Director attended the Funds annual meeting of stockholders held on May 22, 2023. |
| September 30, 2023 | The Fund changed its fiscal year end from December 31 to September 30, effective as of September 30, 2023. |
| November 8, 2023 | In performing its oversight function, at a meeting held on November 8, 2023, the Audit Committee reviewed and discussed with management of the Fund and Tait Weller the audited financial statements of the Fund as of and for the fiscal year ended September 30, 2023, and the conduct of the audit of such financial statements. |
| November 15, 2023 | The Audit Committee operates pursuant to the Audit Committee Charter (the Audit Charter) that was most recently reviewed and approved by the Board of Directors on November 15, 2023. |
| December 31, 2023 | All shares were valued as of December 31, 2023. |
| February 13, 2024 | Christina A. Peeney became a Director of the Fund on February 13, 2024. |
| March 15, 2024 | The close of business on March 15, 2024, has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. |
| April 3, 2024 | A Notice of Internet Availability of Proxy Materials will first be mailed to stockholders on or about April 3, 2024. |
| April 3, 2024 | By Order of the Board of Directors, PETER GOLDSTEIN Secretary April 3, 2024 |
| May 12, 2024 | Requests for registration must be received no later than 5:00 p.m., ET, on May 12, 2024. |
| May 13, 2024 | The Annual Meeting of Stockholders of The Gabelli Convertible and Income Securities Fund Inc., a Maryland corporation (the Fund), will be held on Monday, May 13, 2024, at 8:30 a.m., ET, at GAMCO Investors, Inc., One Corporate Center, 401 Theodore Fremd Avenue, Rye, New York, 10580 and virtually by Internet webcast (the Meeting), and at any adjournments or postponements thereof for the following purposes: |
| December 4, 2024 | All proposals by stockholders of the Fund that are intended to be presented pursuant to Rule 14a-8 under the 1934 Act (Rule 14a-8) at the Funds next Annual Meeting of Stockholders to be held in 2025 (the 2025 Annual Meeting) must be received by the Fund for consideration for inclusion in the Funds 2025 proxy statement and 2025 proxy relating to that meeting no later than December 4, 2024. |
| December 14, 2024 | To be considered timely for the 2025 Annual Meeting, the stockholder notice (and information summarized below and described fully in the Funds Bylaws) must be sent to the Funds Secretary, c/o Gabelli Funds, LLC, One Corporate Center, Rye, NY 10580-1422, and must be received by the Secretary no earlier than December 14, 2024 |
| January 13, 2025 | To be considered timely for the 2025 Annual Meeting, the stockholder notice (and information summarized below and described fully in the Funds Bylaws) must be sent to the Funds Secretary, c/o Gabelli Funds, LLC, One Corporate Center, Rye, NY 10580-1422, and must be received by the Secretary no later than January 13, 2025 |
Keywords
Annual Meeting, Stockholders, Directors, Proxy Statement, Gabelli, Convertible, Income Securities Fund, Voting, Preferred Stock, Common Stock
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