DEF: NXG Cushing and NextGen Infrastructure Funds Announce Joint Annual Meeting of Shareholders

NXG Cushing Midstream Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) will hold a Joint Annual Meeting of Shareholders on May 22, 2025, to elect Trustees and conduct other business.

Summary

• NXG Cushing Midstream Energy Fund (SRV) and NXG NextGen Infrastructure Income Fund (NXG) are holding a Joint Annual Meeting of Shareholders on May 22, 2025, at 9:00 A.M. Central Time in Dallas, Texas.
• The primary purpose of the meeting is to elect Trustees for both funds.
• For SRV, shareholders will elect Mr. John Musgrave as Class III Trustee to hold office until the 2028 annual meeting.
• For NXG, shareholders will elect Mr. Brian R. Bruce and Mr. John Musgrave as Class I Trustee nominees to hold office until the 2027 annual meeting.
• The Board of Trustees unanimously recommends voting for the nominated Trustees.
• The record date for determining shareholders eligible to vote is March 18, 2025.
• Shareholders are encouraged to vote by proxy, either by mail, telephone, or internet.
• A quorum of one-third of the outstanding shares of each Fund is required for the meeting to proceed.
• The costs of proxy solicitation will be borne by the Funds, with each Fund paying a pro rata portion based on net assets.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The Board's recommendation to vote for the nominees suggests a positive outlook on the current governance structure. However, the document also mentions potential risks associated with the Control Share Statute and past filing errors, which temper the overall sentiment.

Positives

• The Board of Trustees unanimously recommends voting for the Trustee nominees, indicating confidence in their abilities.
• Shareholders have multiple options for voting, including mail, telephone, and internet, making it convenient to participate.
• The document provides clear instructions on how to vote and attend the Annual Meeting.
• The Audit Committee has pre-approved all audit and non-audit services provided by the independent registered public accounting firm.

Negatives

• The document notes that abstentions and broker non-votes can have the same effect as votes against a proposal, potentially influencing the outcome.
• The document mentions that the initial Form 3 for Brad Mead, Chief Compliance Officer of each Fund, was inadvertently not filed in a timely manner; for SRV, a Form 4 relating to an acquisition of shares by Andrea Mullins, Trustee of the Fund, was inadvertently not filed in a timely manner; for NXG, a Form 4 relating to an acquisition of shares by Jerry V. Swank, chairman of the parent company of the Adviser, was inadvertently not filed in a timely manner.

Risks

• The Control Share Statute could impact the voting rights of shareholders who acquire 10% or more of the voting power.
• Uncertainty exists around the general application under the 1940 Act of state control share statutes as a result of recent federal and state court decisions.
• The document mentions that the Fund should not be viewed as a vehicle for trading purposes and is designed primarily for risk-tolerant long-term investors.

Future Outlook

The document outlines the upcoming Annual Meeting and the election of Trustees, but does not provide specific forward-looking statements regarding the Funds' performance or future strategies.

Management Comments

• The Board of Trustees unanimously recommends that you vote FOR the Trustee nominee(s) named in this Proxy Statement for your Fund.
• The Board has reviewed the qualifications and backgrounds of the Boards nominees and believes that they are experienced in overseeing investment companies and are familiar with the Funds, their investment strategies and operations and the investment adviser of the Funds.
• The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests as shareholders.

Industry Context

The document reflects standard corporate governance practices for listed closed-end funds, including the holding of annual meetings to elect Trustees as required by the NYSE.

Comparison to Industry Standards

• The structure of the Board, with a majority of independent trustees and an independent chair, aligns with best practices in corporate governance for investment companies.
• The use of audit and nominating committees composed solely of independent trustees is a common practice to ensure oversight and accountability.
• The disclosure of fees paid to the independent auditor is standard practice and allows shareholders to assess the cost of audit services.
• The inclusion of information on beneficial ownership of securities by Trustees and officers is a regulatory requirement and provides transparency to shareholders.
• The discussion of the Control Share Statute and its potential impact on shareholders is specific to Delaware statutory trusts and reflects a proactive approach to addressing potential governance issues.

Stakeholder Impact

• Shareholders are directly impacted by the election of Trustees, as the Trustees oversee the management of the Funds.
• The outcome of the vote on Trustee nominees will influence the governance and direction of the Funds.
• The Control Share Statute could impact the voting rights of shareholders who acquire a significant stake in the Funds.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• Shareholders can attend the Annual Meeting on May 22, 2025, to vote in person.
• The Board of Trustees will continue to monitor developments relating to the Control Share Statute.

Key Dates

Keywords

Annual Meeting, Trustees, Proxy Statement, Shareholders, Election, Governance, NXG, SRV, Fund