DEF: Korea Fund Seeks Re-election of Director Julian Reid

The Korea Fund, Inc. is soliciting proxies for its Annual Meeting on October 22, 2025, primarily to re-elect Class I Director Julian Reid for a three-year term.

Summary

• The Annual Meeting of Stockholders will be held on Wednesday, October 22, 2025, at 10:30 a.m., Eastern time, at the offices of JPMorgan in New York.
• The primary proposal is the re-election of Mr. Julian Reid as a Class I Director for a three-year term, with the Board unanimously recommending a 'FOR' vote.
• The record date for stockholders entitled to notice of and to vote at the meeting was August 15, 2025.
• As of the record date, there were 4,158,348 shares of common stock outstanding.
• A quorum requires the presence, in person or by proxy, of stockholders entitled to cast a majority of the votes.
• Abstentions and broker non-votes will have the effect of a vote against the Director re-election proposal.
• The Board of Directors consists of four Independent Directors and operates with seven standing committees: Audit and Compliance, Contracts, Executive, Governance, Nominating and Remuneration, Investment, Discount Management, and Valuation.
• PricewaterhouseCoopers LLP (PWC) was selected as the independent registered public accounting firm for the fiscal year ended June 30, 2025.
• Audit Fees billed by PWC for FY2025 were $67,360, consistent with FY2024.
• Audit-Related Fees for FY2025 were $18,550, an increase from $17,112 in FY2024.
• Tax Fees for FY2025 were $16,720, a decrease from $17,850 in FY2024.
• Total Non-Audit Fees billed to the Fund for FY2025 were $35,270, while PWC billed $11,728,000 in non-audit fees to J.P. Morgan and Affiliated Fund Service Providers for both FY2025 and FY2024.
• Key officers include Simon J. Crinage (President and CEO), Neil S. Martin (Treasurer, Principal Financial and Accounting Officer), Paul F. Winship (Secretary and Vice President), Stephen M. Ungerman (Chief Compliance Officer), and Carmine Lekstutis (Chief Legal Officer).
• Major shareholders (over 5% as of August 15, 2025) include City of London Investment Group PLC (31.8%), Lazard Ltd (13.8%), Ohio Public Employees Retirement System (6.2%), 1607 Capital Partners (5.7%), and Allspring Global Investments Holdings LLC (5.0%).

Sentiment

Score: 7

Explanation: The filing is a standard proxy statement detailing routine corporate governance matters, including the re-election of an experienced director and robust oversight structures. It presents no negative surprises or significant new strategic initiatives, indicating a stable and well-managed fund from a governance perspective. The lack of new financial or strategic information prevents a higher score.

Positives

• The Board of Directors unanimously recommends the re-election of Julian Reid, indicating strong internal alignment and confidence in his continued service.
• The Fund's Board is composed entirely of Independent Directors, which enhances oversight and corporate governance.
• A comprehensive committee structure with seven standing committees, all comprised of Independent Directors, ensures robust oversight across various aspects of the Fund's operations.
• Directors possess extensive professional experience, such as Julian Reid's 50+ years in closed-end funds and Richard Silver's 30+ years in investment management, contributing to strong leadership.
• The Fund maintains strong risk oversight through its Manager and a Chief Compliance Officer who reports directly to the Independent Directors.
• The Governance, Nominating and Remuneration Committee explicitly considers diversity in Director selection, aligning with modern governance best practices.

Negatives

• Abstentions and broker non-votes will be counted as votes against the Director re-election proposal, potentially making it harder to achieve the required majority.
• The possibility of meeting adjournment could lead to additional expenses for the Fund.

Risks

• There is a risk that a quorum may not be achieved at the Annual Meeting, which could necessitate an adjournment and incur additional expenses for the Fund.
• While not anticipated, there is a risk that the nominated Director may be unable to serve, requiring the Board to designate a replacement.
• The Fund is subject to general investment risks, which are managed by JPMorgan Asset Management (Asia Pacific) Limited, as the investment adviser.

Future Outlook

The filing primarily outlines corporate governance matters and the upcoming annual meeting agenda. It indicates that the Board intends to select the independent registered public accounting firm for the fiscal year ending June 30, 2026, at its October 2025 meeting. No specific financial performance guidance or forward-looking strategic initiatives are provided.

Management Comments

• "Your Board has carefully considered the Proposal and recommends that you vote in favor of the nominee for Class I Director."
• "Your Board looks forward to meeting stockholders at the Annual Meeting, at which time we shall be available to discuss any issues of interest to you with regard to our Fund."
• "It is important that your shares be represented at the Meeting in person or by proxy, no matter how many shares you own."
• "The Board reviews its leadership structure periodically and has determined that this leadership structure, including an independent chairman, a Board composed solely of Independent Directors and full Independent Director membership on each Committee, is appropriate in light of the characteristics and circumstances of the Fund."
• "The Directors unanimously recommend that you vote FOR the election of the nominee set forth in the Proposal."

Industry Context

The Korea Fund, Inc. operates as a closed-end investment fund focused on the Korean market. This filing reflects standard corporate governance practices for such entities, including the regular re-election of directors and detailed disclosures required by the SEC. The involvement of JPMorgan Asset Management (Asia Pacific) Limited as the investment adviser and the mention of other regional funds like The China Fund, Inc. highlight its position within a broader family of specialized emerging market funds managed by a major financial institution.

Comparison to Industry Standards

• The Fund's Board of Directors is composed solely of Independent Directors, which is a strong governance practice that often exceeds minimum regulatory requirements for public companies and is considered a best practice in the investment fund industry.
• The establishment of seven standing committees (Audit and Compliance, Contracts, Executive, Governance, Nominating and Remuneration, Investment, Discount Management, and Valuation), all comprised of Independent Directors, demonstrates a robust and comprehensive oversight structure, aligning with leading industry standards for investment funds.
• The Chief Compliance Officer (CCO) reports directly to the Independent Directors, which is a key element of effective compliance oversight and a best practice for registered investment companies under the Investment Company Act of 1940.
• The Audit and Compliance Committee's pre-approval policies for audit and permissible non-audit services, including those provided to the Manager and its affiliates, are in line with regulatory requirements and promote auditor independence, a critical aspect of financial reporting integrity.
• The Governance, Nominating and Remuneration Committee's consideration of diversity (including professional experience, education, nationality, and expertise) in Director selection reflects evolving industry expectations for board composition and effectiveness.

Corporate Governance

Related Party Transactions

• JPMorgan Asset Management (Asia Pacific) Limited serves as the investment adviser to the Fund and receives a management fee for its services.
• Officers of the Fund are also officers, employees, or stockholders of the Manager's affiliates and are compensated by those firms, not directly by the Fund.
• PricewaterhouseCoopers LLP (PWC) billed $11,728,000 in non-audit fees to J.P. Morgan and Affiliated Fund Service Providers for engagements directly related to the Fund's operations and financial reporting in both the fiscal years ended June 30, 2025, and June 30, 2024. The Audit and Compliance Committee determined these services were compatible with PWC's independence.

Stakeholder Impact

• Shareholders are directly impacted by the vote for Director re-election, which ensures continuity of governance and experienced leadership.
• Management and employees of JPMorgan Asset Management (Asia Pacific) Limited continue their roles as service providers and officers of the Fund, with their compensation handled by the Manager.
• Key service providers, such as PricewaterhouseCoopers LLP (PWC) as the independent auditor and JPMorgan Asset Management as the investment adviser, maintain their established relationships with the Fund.

Next Steps

• Stockholders are urged to sign and return their proxy cards or vote through the Internet or by telephone to ensure a quorum at the Annual Meeting on October 22, 2025.
• The Board of Directors intends to select the independent registered public accounting firm for the fiscal year ending June 30, 2026, at its October 2025 meeting.
• Stockholders wishing to submit proposals for the Fund's 2026 annual meeting must send their written proposals to the Secretary by May 5, 2026.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting, primarily concerning the re-election of an incumbent director and detailing corporate governance. It does not contain any new financial performance data, strategic shifts, or material events that would warrant a change in investment thesis. The robust governance structure and experienced board are positive, but there's no information to suggest a significant upside or downside catalyst. Therefore, a 'hold' recommendation is appropriate for investors already holding the stock, while new investors would need to evaluate the fund's investment performance and strategy, which are not the focus of this filing.

Keywords

The Korea Fund, Proxy Statement, Annual Meeting, Director Election, Corporate Governance, Investment Fund, Closed-End Fund, Julian Reid, JPMorgan Asset Management, SEC Filing, Shareholder Vote, Risk Management, Audit Committee, Korea Market