DEF 14A: Central & Eastern Europe Fund and New Germany Fund Announce Joint Annual Meeting of Stockholders

The Central and Eastern Europe Fund, Inc. (CEE) and The New Germany Fund, Inc. (GF) will hold a joint Annual Meeting of Stockholders on June 27, 2024, to elect directors and ratify the appointment of Ernst & Young LLP as independent auditors.

Summary

• The Central and Eastern Europe Fund, Inc. (CEE) and The New Germany Fund, Inc. (GF) are holding a joint Annual Meeting of Stockholders on June 27, 2024.
• Stockholders of record as of May 2, 2024, are entitled to vote at the meeting.
• The meeting will be held at 10:00 a.m., New York time, at the offices of DWS Investment Management Americas, Inc., 875 Third Avenue, New York, New York 10022.
• The proposals to be voted on include the election of two directors for CEE and three directors for GF, and the ratification of the appointment of Ernst & Young LLP as independent auditors for each fund.
• For CEE, Ernst & Young LLP will be the independent auditors for the fiscal year ending October 31, 2024.
• For GF, Ernst & Young LLP will be the independent auditors for the fiscal year ending December 31, 2024.
• CEE had 6,395,607.46 shares of Common Stock outstanding and entitled to vote as of May 2, 2024.
• GF had 16,390,179.95 shares of Common Stock outstanding and entitled to vote as of May 2, 2024.
• The Boards of Directors recommend voting for the election of the director nominees and for the ratification of the appointment of Ernst & Young LLP.
• Stockholder proposals for the 2025 Annual Meeting must be received by January 21, 2025.
• The Funds have arranged for Georgeson LLC to assist in the solicitation of proxies, if called upon by the Funds, at estimated fees of $9,303 for CEE and $9,798 for GF, plus reimbursement of normal expenses.

Sentiment

Score: 7

Explanation: The document is neutral in tone and provides necessary information for stockholders to make informed decisions. It reflects standard corporate governance practices.

Positives

• The document provides clear information regarding the upcoming joint Annual Meeting of Stockholders.
• The document outlines the proposals to be voted on, including the election of directors and the ratification of the independent auditor.
• The document includes information about how stockholders can vote and submit proposals for future meetings.
• The document provides information about the Board of Directors and their committees.
• The document provides information about the Funds' independent auditors, including fees billed and pre-approval policies.

Negatives

• The document is primarily procedural and does not contain information about the financial performance or investment strategy of the funds.
• The document contains legal jargon and complex language that may be difficult for some stockholders to understand.
• The document does not provide a detailed explanation of the qualifications or experience of the director nominees.

Risks

• Failure to achieve a quorum at the meeting could result in adjournment and additional solicitation expenses.
• Stockholder dissatisfaction with the performance of the funds could lead to opposition to the Board's recommendations.
• Changes in accounting standards or regulations could impact the fees and services provided by the independent auditors.
• Potential for cybersecurity breaches or other disruptions to the voting process.
• The funds are subject to investment, compliance and operational risks.

Future Outlook

The document outlines the process for stockholders to submit proposals for the 2025 Annual Meeting, indicating a continuation of the funds' corporate governance practices.

Management Comments

• The Boards of Directors of each Fund urge stockholders to mark, sign, date and mail the enclosed proxy card or to record their voting instructions by telephone or via the Internet.
• The Boards of Directors of each Fund recommend a vote FOR the election of the director nominees and FOR the ratification of the appointment of Ernst & Young LLP.

Industry Context

This announcement is typical for publicly traded closed-end funds, ensuring compliance with SEC regulations and providing stockholders with the opportunity to participate in corporate governance.

Comparison to Industry Standards

• The proxy solicitation and disclosure practices outlined in the document are consistent with industry standards for closed-end funds.
• The engagement of an independent proxy solicitor like Georgeson LLC is a common practice to ensure sufficient stockholder participation.
• The structure of the Board of Directors and its committees aligns with corporate governance best practices for investment companies.
• The fee arrangements with Ernst & Young LLP are subject to Audit Committee review, as required by regulations.

Management Changes

Stakeholder Impact

• Shareholders are directly impacted through their voting rights on director elections and auditor ratification.
• The Funds' management and service providers are impacted by the outcome of the proposals, particularly the auditor ratification.
• The Funds' reputation and compliance with regulatory requirements are affected by the governance decisions made at the meeting.

Next Steps

• Stockholders should review the proxy statement and vote on the proposals.
• The Funds will hold the joint Annual Meeting of Stockholders on June 27, 2024.
• The Funds will announce the results of the stockholder votes after the meeting.
• Stockholders can submit proposals for the 2025 Annual Meeting by January 21, 2025.

Key Dates

Keywords

proxy statement, annual meeting, directors, independent auditors, stockholders, CEE, GF, election, ratification, governance