New Germany (NYSE:GF)
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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)