DEF 14A: NXG and SRV Announce Joint Annual Meeting of Shareholders to Elect Trustees

NXG NextGen Infrastructure Income Fund (NXG) and NXG Cushing Midstream Energy Fund (SRV) will hold a joint annual meeting on May 23, 2024, to elect trustees.

Summary

• NXG NextGen Infrastructure Income Fund (NXG) and NXG Cushing Midstream Energy Fund (SRV) are holding a Joint Annual Meeting of Shareholders on May 23, 2024, at 9:00 A.M. Central Time.
• The primary purpose of the meeting is to elect trustees for both funds.
• For SRV, shareholders will elect Ms. Andrea N. Mullins as Class II Trustee to hold office until the 2027 annual meeting.
• For NXG, shareholders will elect Ms. Andrea N. Mullins and Mr. John H. Alban as Class II Trustees to hold office until the 2026 annual meeting.
• The Board of Trustees unanimously recommends voting for the listed nominees.
• Shareholders of record as of April 12, 2024, are eligible to vote.
• A quorum, consisting of one-third of the outstanding shares of each fund, is required for the meeting.
• The costs of proxy solicitation will be borne by the Funds, with each Fund paying a pro rata portion based on net assets.
• As of April 12, 2024, SRV had 2,601,174 common shares outstanding, and NXG had 2,913,266 common shares outstanding.

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 adds a slightly positive element.

Positives

• The Board of Trustees unanimously recommends voting for the trustee nominees, indicating confidence in their qualifications.
• Shareholders have multiple options for voting, including by mail, telephone, or internet, providing flexibility and convenience.
• The document provides clear instructions on how to attend the Annual Meeting in person and the required identification and proof of ownership.
• The Funds are committed to protecting shareholders' nonpublic personal information.

Risks

• Failure to achieve a quorum for either fund may result in adjournment of that fund's Annual Meeting.
• The Control Share Statute could potentially impact the voting rights of shareholders who acquire significant stakes in the Funds.
• 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.

Future Outlook

The document outlines the process for the upcoming Annual Meeting and provides information necessary for shareholders to participate in the election of trustees. No specific forward-looking financial guidance is provided.

Management Comments

• The Board of Trustees of each Fund unanimously recommends that you vote for the election of nominee(s) of the Board listed in the accompanying joint proxy statement for your Fund.
• Your vote is extremely important, no matter how many or how few shares you own, please send in your proxy card(s), or vote by telephone or the Internet today.

Industry Context

This announcement is a standard part of corporate governance for publicly traded funds, ensuring shareholders have the opportunity to elect representatives to the Board of Trustees. The election of trustees is a routine matter.

Comparison to Industry Standards

• The structure of the Board, with a majority of independent trustees and committees composed solely of independent trustees, aligns with industry best practices for closed-end funds.
• The process for shareholder communication and nomination of trustee candidates is consistent with standard procedures for publicly traded companies.
• The disclosure of trustee compensation and beneficial ownership of securities is in line with regulatory requirements and industry norms.
• The Funds' engagement of Ernst & Young as independent auditors and the pre-approval of audit and non-audit services by the Audit Committee are standard practices.
• The Funds' adherence to NYSE rules requiring annual meetings and trustee elections is a common practice among listed companies.

Stakeholder Impact

• Shareholders have the opportunity to influence the governance of the Funds through the election of trustees.
• The election of qualified trustees is intended to benefit shareholders by ensuring effective oversight of the Funds' management and operations.

Next Steps

• Shareholders should review the proxy statement and vote on the election of trustees.
• The Funds will hold the Joint Annual Meeting of Shareholders on May 23, 2024.
• The Board of Trustees will continue to monitor developments relating to the Control Share Statute.

Key Dates

Keywords

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