The New Germany Fund, Inc. Announces Annual Meeting Vote
25 June 2005 - 7:48AM
Business Wire
The New Germany Fund, Inc. (GF) announced today that at its annual
meeting of stockholders held on June 22, 2005, all three matters
before the meeting were decided as management recommended. The four
directors nominated by the Board of Directors were re-elected for
three-year terms. The advisory stockholder proposal to realize net
asset value was defeated. These two matters had been contested.
Stockholders also ratified PricewaterhouseCoopers LLP as auditors,
which was not contested. A dissident stockholder had solicited
proxies for an opposing slate of directors. The Fund's Board of
Directors had previously announced that the individuals on the
opposing slate were not eligible to be seated as directors under
the Fund's Bylaws. The dissident stockholder did not submit votes
for the opposing slate and, therefore, any instructions in the
related proxies are not included in the results of the meeting.
Despite this, the Fund obtained a quorum for the meeting. The Fund
has been advised unofficially that the number of votes received by
management's director nominees exceeded the number of proxies
obtained, and shares beneficially held, by the dissident
stockholder, which could have been voted for the opposing slate.
More stockholders voted against than in favor of the dissident
stockholder's other proposal that stockholders "be afforded an
opportunity to realize net asset value for their shares as soon as
practicable." As noted in the Fund's proxy statement, the Board of
Directors will give the proposal such weight as it believes
appropriate under the circumstances, including the results of the
voting. Had the dissident stockholder submitted votes for the
proxies he apparently obtained, the proposal would have received
more votes in favor than against. While the Board of Directors will
consider the proposal, as well as the fact that no such votes were
actually submitted, the Board continues to believe that the
longer-term value proposition of the Fund and its capital
appreciation investment objective are well served by the closed-end
format. In reaching this conclusion, the Board has considered the
Fund's superior performance in recent years. The Fund's total
return in 2004 was 24.44% based on net asset value, and 93.07% in
2003*. As previously reported, Institutional Shareholder Services
(ISS), a leading provider of proxy voting and corporate governance
services, recommended in favor of the Board's director nominees and
the Board's recommendations that stockholders vote against the
dissident stockholder's proposal. For the election of directors,
7,661,376 shares were voted in favor of John Bult, 7,651,850 shares
were voted in favor of John H. Cannon, 7,639,069 shares were voted
in favor of Werner Walbrol and 7,627,593 shares were voted in favor
of Peter Zuhlsdorff. As percentages of the shares present in person
or by proxy and of the shares outstanding, 91.67% of the shares
present and 30.64% of the shares outstanding voted in favor of Mr.
Bult, 91.55% of the shares present and 30.60% of the shares
outstanding voted in favor of Mr. Cannon, 91.40% of the shares
present and 30.55% of the shares outstanding voted in favor of Mr.
Walbrol and 91.26% of the shares present and 30.51% of the shares
outstanding voted in favor of Mr. Zuhlsdorff. The actual voting
results for the ratification of auditors and the stockholder
proposal were as follows: -0- *T For Against Abstain --- -------
------- Ratification of auditors ------------------------ number of
shares 8,007,399 185.364 164,917 % of outstanding 32.03% 0.74%
0.66% % of shares present 95.81% 2.22% 1.97% Stockholder proposal
------------------- number of shares 3,536,360 4,519,848 301,465 %
of outstanding 14.14% 18.08% 1.21% % of shares present 42.31%
54.08% 3.61% *T The New Germany Fund, Inc. is a non-diversified,
closed-end investment company seeking capital appreciation
primarily through investment in the Mittelstand - an important
group of small and mid-cap German companies. The Fund may invest up
to 35% of its assets in large cap German companies, and up to 20%
in other Western European companies. Its shares are listed on the
New York Stock Exchange under the symbol "GF". The Fund is not
diversified and may focus its investments in certain geographic
regions, thereby increasing its vulnerability to developments in
that region. Investing in foreign securities presents certain
unique risks not associated with domestic investments, such as
currency fluctuation, political and economic change, and market
risks. This may result in greater share price volatility. Shares of
closed-end funds frequently trade at a discount to net asset value.
The price of the Fund's shares is determined by a number of
factors, several of which are beyond the control of the Fund.
Therefore, the Fund cannot predict whether its shares will trade
at, below or above net asset value. *Performance is historical,
assumes reinvestment of all dividends and capital gains, and does
not guarantee future results. Investment returns and principal
value fluctuate with changing market conditions so that, when sold,
shares may be worth more or less than their original cost. Current
performance may be lower or higher than the performance data
quoted. Please visit www.newgermanyfund.com for the product's most
recent performance. The Fund's average annual performance as of
5/31/05 for 1-year, 3-year, 5-year and 10-year periods was 18.51%,
18.05%, -5.37% and 4.25 %, respectively, on a net asset value basis
and 28.15%, 18.09%, -3.28% and 5.02%, respectively, on a market
price basis. (06/39140)
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