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Name | Symbol | Market | Type |
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Gabelli Utility Trust | NYSE:GUT-A | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 25.11 | 0 | 01:00:00 |
☒ | | | No fee required | |||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | 3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| | 4) | | | Proposed maximum aggregate value of transaction: | |
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| | 5) | | | Total fee paid: | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | 1) | | | Amount Previously Paid: | |
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| | 2) | | | Form, Schedule or Registration Statement No.: | |
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| | 3) | | | Filing Party: | |
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| | 4) | | | Date Filed: | |
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1. | To elect four (4) Trustees of the Fund to be elected by the holders of the Fund’s common shares and holders of its Series B Auction Market Preferred Shares and 5.375% Series C Cumulative Preferred Shares (together, “Preferred Shares”), voting together as a single class; and |
2. | To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments thereof. |
| | By Order of the Board of Trustees, | |
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| | PETER GOLDSTEIN | |
| | Secretary |
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration. |
3. | All Other Accounts: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
Name and Address of Beneficial Owner(s) | | | Title of Class | | | Amount of Shares and Nature of Ownership | | | Percent of Class |
Americo Financial Life & Annuity P. O. Box 410288 Kansas City, MO 64141 | | | Preferred | | | 280,000 | | | 14.0% |
Proposal | | | Common Shareholders | | | Preferred Shareholders |
Election of Trustees | | | Common and Preferred Shareholders, voting together as a single class, vote to elect four Trustees: Mario J. Gabelli, Elizabeth C. Bogan, Vincent D. Enright, and Kuni Nakamura | | | Common and Preferred Shareholders, voting together as a single class, vote to elect four Trustees: Mario J. Gabelli, Elizabeth C. Bogan, Vincent D. Enright, and Kuni Nakamura |
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Other Business | | | Common and Preferred Shareholders, voting together as a single class. |
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Trustee | | | Number of Portfolios in Fund Complex(3) Overseen by Trustee |
INTERESTED TRUSTEES/NOMINEE(4): | | | ||||||||||
Mario J. Gabelli Chairman and Chief Investment Officer Age: 79 | | | Since 1999* | | | Chairman, Chief Executive Officer,and Chief Investment Officer -Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies within the Gabelli/GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc. | | | Director of Morgan Group Holding Co. (holding company) (2001-2019); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications) (2013-2018) | | | 31(10) |
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John D. Gabelli Trustee Age: 77 | | | Since 1999** | | | Former Senior Vice President of G.research, LLC (and its predecessor) (1991-2019) | | | — | | | 12 |
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INDEPENDENT TRUSTEES/NOMINEES(5): | | | ||||||||||
John Birch(6)(7) Trustee Age: 71 | | | Since 2018*** | | | Partner, The Cardinal Partners Global; Chief Operating Officer of Sentinel Asset Management and Chief Financial Officer and Chief Risk Officer of Sentinel Group Funds (2005-2015) | | | — | | | 7 |
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Elizabeth C. Bogan Trustee Age: 77 | | | Since 2018* | | | Senior Lecturer in Economics at Princeton University | | | | | 12 | |
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James P. Conn(6) Trustee Age: 84 | | | Since 1999** | | | Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998) | | | — | | | 23 |
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Vincent D. Enright Trustee Age: 78 | | | Since 1999* | | | Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998) | | | Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008-2014); Director of The LGL Group, Inc. (diversified manufacturing) (2011-2014) | | | 17 |
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Frank J. Fahrenkopf, Jr.(7) Trustee Age: 82 | | | Since 1999*** | | | Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican National Committee (1983-1989) | | | Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company) | | | 11 |
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Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Trustee | | | Number of Portfolios in Fund Complex(3) Overseen by Trustee |
Michael J. Ferrantino Trustee Age: 50 | | | Since 2017** | | | Chief Executive Officer of InterEx Inc. | | | President, CEO, and Director of LGL Group; Director of LGL Systems Acquisition Corp. (Aerospace and Defense Communications) | | | 5 |
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Leslie F. Foley(7) Trustee Age: 54 | | | Since 2021** | | | Attorney; Serves on the Board of the Addison Gallery of American Art at Phillips Academy Andover; Vice President, Global Ethics & Compliance and Associate General Counsel for News Corporation (2008-2010) | | | — | | | 14 |
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Michael J. Melarkey Trustee Age: 72 | | | Since 2016** | | | Of Counsel in the law firm of McDonald Carano Wilson LLP; Partner in the law firm of Avansino, Melarkey, Knobel, Mulligan & McKenzie (1980-2015) | | | Chairman of Southwest Gas Corporation (natural gas utility) | | | 22 |
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Robert J. Morrissey Trustee Age: 82 | | | Since 1999*** | | | Partner in the law firm of Morrissey, Hawkins & Lynch | | | Chairman of the Board of Directors, Belmont Savings Bank | | | 7 |
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Kuni Nakamura Trustee Age: 53 | | | Since 2012* | | | President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc.(real estate); Trustee on Long Island University Board of Trustees; Trustee on Fordham Preparatory School Board of Trustees | | | — | | | 35 |
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Salvatore J. Zizza(7)(8) Trustee Age: 76 | | | Since 1999*** | | | President, Zizza & Associates Corp. (private holding company); Chairman of Bergen Cove Realty Inc. (residential real estate) | | | Director and Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals) (2009-2018); Retired Chairman of BAM (semiconductor and aerospace manufacturing) | | | 33 |
Name, Position(s) Address(1) and Age | | | Term of Office and Length of Time Served(9) | | | Principal Occupation(s) During Past Five Years |
Bruce N. Alpert President Age: 70 | | | Since 2003 | | | Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Vice President - Mutual Funds, G.research, LLC |
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John C. Ball Treasurer and Principal Financial and Accounting Officer Age: 46 | | | Since 2017 | | | Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds 2014-2017; Chief Executive Officer, G. Distributors, LLC since December 2020 |
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Peter Goldstein Secretary and Vice President Age: 68 | | | Since 2020 | | | General Counsel, GAMCO Investors, Inc. and Chief Legal Officer, Associated Capital Group, Inc. since 2021; General Counsel and Chief Compliance Officer, Buckingham Capital Management, Inc. (2012-2020); Chief Legal Officer and Chief Compliance Officer, The Buckingham Research Group, Inc. (2012-2020) |
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Richard J. Walz Chief Compliance Officer Age: 62 | | | Since 2013 | | | Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013 |
Name, Position(s) Address(1) and Age | | | Term of Office and Length of Time Served(9) | | | Principal Occupation(s) During Past Five Years |
Daniel Plourde Vice President Age: 41 | | | Since 2021 | | | Vice President of registered investment companies within the Gabelli/GAMCO Fund Complex since 2021; Assistant Treasurer of the North American SPDR ETFs and State Street Global Advisors Mutual Funds (2017-2021); Fund Administration at State Street Bank (2009-2017) |
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David I. Schachter Vice President and Ombudsman Age: 68 | | | Since 1999 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1999-2015) of G.research, LLC |
(1) | Address: One Corporate Center, Rye, NY 10580-1422. |
(2) | The Fund’s Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. |
(3) | The “Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all the U.S. registered investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers. |
(4) | “Interested person” of the Fund as defined in the 1940 Act. Messrs. Mario J. Gabelli and John D. Gabelli, who are brothers, are each considered to be an “interested person” of the Fund because of their affiliation with the Fund’s Adviser. |
(5) | Trustees who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent” Trustees. None of the Independent Trustees (with the possible exceptions as described in this proxy statement) nor their family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of December 31, 2021. |
(6) | Trustee elected solely by holders of the Fund’s Preferred Shares. |
(7) | Mr. Fahrenkopf and his daughter, Ms. Foley, serve as directors of other funds in the Gabelli/GAMCO Fund Complex as well as this Fund. Mr. Zizza is an independent director of Gabelli International Ltd., and Mr. Birch is a director of Gabelli Merger Plus+ Trust Plc, GAMCO International SICAV, Gabelli Associates Limited, and Gabelli Associates Limited II E, all of which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund’s Adviser. |
(8) | On September 9, 2015, Mr. Zizza entered into a settlement with the Securities and Exchange Commission (the “SEC”) to resolve an inquiry relating to an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction. The company in question is not an affiliate of, nor has any connection to, the Fund. Under the terms of the settlement, Mr. Zizza, without admitting or denying the SEC’s findings and allegation, paid $150,000 and agreed to cease and desist committing or causing any future violations of Rule 13b2-2 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has discussed this matter and has determined that it does not disqualify Mr. Zizza from serving as an Independent Trustee. |
(9) | Includes time served in prior officer positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is duly elected and qualifies. |
(10) | As of December 31, 2021, there are a total of 47 registered investment companies in the Fund Complex. Of the 47 registered investment companies, Mr. Gabelli serves as a director or trustee for 31 funds, sole portfolio manager of 5 funds, and part of the portfolio management team of 15 funds. |
* | Nominee to serve, if elected, until the Fund’s 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies. |
** | Term continues until the Fund’s 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualifies. |
*** | Term continues until the Fund’s 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualifies. |
Name of Trustee/Nominee | | | Dollar Range of Equity Securities Held in the Fund*(1) | | | Aggregate Dollar Range of Equity Securities Held in the Family of InvestmentCompanies*(1)(2) |
INTERESTED TRUSTEES/NOMINEE: | ||||||
Mario J. Gabelli | | | E | | | E |
John D. Gabelli | | | A | | | E |
INDEPENDENT TRUSTEES/NOMINEES: | ||||||
John Birch | | | A | | | E |
Elizabeth C. Bogan | | | A | | | E |
James P. Conn | | | B | | | E |
Vincent D. Enright | | | A | | | E |
Frank J. Fahrenkopf, Jr. | | | A | | | D |
Michael J. Ferrantino | | | A | | | E |
Leslie F. Foley | | | A | | | B |
Michael J. Melarkey | | | A | | | E |
Robert J. Morrissey | | | A | | | E |
Kuni Nakamura | | | D | | | E |
Salvatore J. Zizza | | | D | | | E |
* | Key to Dollar Ranges |
A. | None |
B. | $1 – $10,000 |
C. | $10,001 – $50,000 |
D. | $50,001 – $100,000 |
E. | Over $100,000 |
(1) | This information has been furnished by each Trustee and nominee for election as Trustee as of December 31, 2021. “Beneficial Ownership” is determined in accordance with Rule 16a-1(a)(2) of the 1934 Act. |
(2) | The term “Family of Investment Companies” includes two or more registered funds that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. Currently, the registered funds that comprise the “Fund Complex” are identical to those that comprise the “Family of Investment Companies.” |
Name of Trustee/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INTERESTED TRUSTEES/NOMINEE: | ||||||
Mario J. Gabelli | | | 1,053,091(3) | | | 1.6% |
John D. Gabelli | | | 0 | | | * |
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INDEPENDENT TRUSTEES/NOMINEES: | ||||||
John Birch | | | 0 | | | * |
Elizabeth C. Bogan | | | 0 | | | * |
James P. Conn | | | 1,143 | | | * |
| | 0 | | | * | |
Vincent D. Enright | | | 0 | | | * |
Frank J. Fahrenkopf, Jr. | | | 0 | | | * |
Michael J. Ferrantino | | | 0 | | | * |
Leslie F. Foley | | | 0 | | | * |
Michael J. Melarkey | | | 0 | | | * |
Robert J. Morrissey | | | 0 | | | * |
Kuni Nakamura | | | 9,936 | | | * |
Salvatore J. Zizza | | | 8,272 | | | * |
| | 3,843 Series A Preferred(4) | | | * | |
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EXECUTIVE OFFICERS: | ||||||
Bruce N. Alpert | | | 208 Series A Preferred(4) | | | * |
| | 2,785 Series C Preferred(5) | | | ||
Peter Goldstein | | | 0 | | | * |
John C. Ball | | | 0 | | | * |
Richard J. Walz | | | 0 | | | * |
(1) | This information has been furnished by each Trustee, including each nominee for election as Trustee, and executive officer as of December 31, 2021. “Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Shares unless otherwise noted. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total shares outstanding. The ownership of the Trustees, including nominees for election as Trustee, and executive officers as a group constitutes 1.7% of the total Common Shares outstanding and less than 1% of the total Preferred Shares outstanding. |
(3) | Comprised of 790,882 Common Shares owned directly by Mr. Gabelli, 20,838 Common Shares owned by a family partnership for which Mr. Gabelli serves as general partner, and 241,371 Common Shares owned by Associated Capital Group, Inc. or its affiliates. |
(4) | All of the Fund’s outstanding 5.625% Series A Cumulative Preferred Shares were redeemed on January 31, 2022. |
(5) | Includes 700 Series C Preferred shares owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership. |
Name of Independent Trustee/Nominee | | | Name of Owner and Relationships to Trustee/Nominee | | | Company | | | Title of Class | | | Value of Interests(1) | | | Percent of Class(2) |
Frank J. Fahrenkopf, Jr. | | | Same | | | Gabelli Associates Limited II E | | | Membership Interests | | | $1,224,642 | | | * |
Michael Ferrantino | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $15,000 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $19,374 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Warrants | | | $1,298 | | | * |
Salvatore J. Zizza | | | Same | | | Gabelli Associates Fund | | | Membership Interests | | | $2,933,681 | | | * |
Salvatore J. Zizza | | | Same | | | Gabelli Performance Partnership L.P. | | | Limited Partner Interests | | | $360,853 | | | * |
(1) | This information has been furnished as of December 31, 2021. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding. |
• | The name of the shareholder and evidence of the shareholder’s ownership of shares of the Fund, including the number of shares owned and the length of time of ownership; |
• | The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Trustee of the Fund, and the person’s consent to be named as a Trustee if selected by the Nominating Committee and nominated by the Board of Trustees; |
• | All other information required to be submitted under the Fund’s Declaration of Trust and By-Laws; and |
• | If requested by the Nominating Committee, a completed and signed trustee’s questionnaire. |
Name of Person and Position | | | Aggregate Compensation from the Fund | | | Aggregate Compensation from the Fund and Fund Complex Paid to Trustees* |
INTERESTED TRUSTEES/NOMINEE: | | | | | ||
Mario J. Gabelli | | | $ 0 | | | $0 (0) |
Chairman and Chief Investment Officer | | | | | ||
John D. Gabelli | | | $ 0 | | | $0 (0) |
Trustee | | | | | ||
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INDEPENDENT TRUSTEES/NOMINEES: | | | | | ||
John Birch | | | $14,125 | | | $41,750 (6) |
Trustee | | | | | ||
Elizabeth C. Bogan | | | $12,250 | | | $132,900 (12) |
Trustee | | | | | ||
James P. Conn | | | $15,045 | | | $281,500 (23) |
Trustee | | | | | ||
Vincent D. Enright | | | $18,583 | | | $210,500 (16) |
Trustee | | | | | ||
Frank J. Fahrenkopf, Jr. | | | $12,056 | | | $163,500 (12) |
Trustee | | | | | ||
Michael J. Ferrantino | | | $12,250 | | | $39,500 (4) |
Trustee | | | | | ||
Leslie F. Foley | | | $9,100 | | | $82,650 (13) |
Trustee | | | | | ||
Michael J. Melarkey | | | $14,056 | | | $200,445 (22) |
Trustee | | | | | ||
Robert J. Morrissey | | | $12,500 | | | $72,500 (7) |
Trustee | | | | | ||
Kuni Nakamura | | | $14,550 | | | $371,550 (35) |
Trustee | | | | | ||
Salvatore J. Zizza | | | $16,545 | | | $332,750 (32) |
Trustee | | | | | ||
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OFFICER: | | | | | ||
David I. Schachter | | | | | ||
Vice President and Ombudsman | | | $83,200 | | |
* | Represents the total compensation paid to such persons during the fiscal year ended December 31, 2021, by investment companies (including the Fund) or portfolios that are part of the Fund Complex. The number in parentheses represents the number of such investment companies and portfolios. |
Fiscal Year Ended December 31 | | | Audit Fees | | | Audit Related Fees | | | Tax Fees* | | | All Other Fees |
2020 | | | $37,446 | | | — | | | $4,335 | | | $13,500 |
2021 | | | $37,446 | | | — | | | $4,335 | | | $13,500 |
* | “Tax Fees” are those fees billed by PricewaterhouseCoopers in connection with tax compliance services, including primarily the review of the Fund’s income tax returns. |
1 Year Gabelli Utility Chart |
1 Month Gabelli Utility Chart |
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