SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☒ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to Rule 14a-12 |
THE SWISS HELVETIA FUND, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
| |||
(2) | Aggregate number of securities to which transaction applies:
| |||
(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):
| |||
(4) | Proposed maximum aggregate value of transaction:
| |||
(5) | Total fee paid:
| |||
☐ | 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:
| |||
(2) | Form, schedule or registration statement no:
| |||
(3) | Filing party:
| |||
(4) | Date filed:
|
THE SWISS HELVETIA FUND, INC.
7 Bryant Park
New York, New York 10018
URGENT NOTICE FROM THE SWISS HELVETIA FUND, INC.
June 8, 2018
Dear Fellow Stockholder:
On behalf of the Board of Directors of The Swiss Helvetia Fund, Inc., I am writing to you regarding this years Annual Meeting of Stockholders, which is scheduled to be held at 9:30 a.m., on Tuesday, June 19, 2018, at the offices of Proskauer Rose LLP, Eleven Times Square, 27th Floor, New York, New York 10036.
This year, you likely not only received proxy materials from the Fund, but also from activist investor Bulldog Investors, LLC. Bulldog has launched a proxy contest against your Fund for the purpose of taking control of the Board and obtaining your support for a significant tender offer. A majority of the Funds Board of Directors, including all of the Non-Interested Directors, believe that Bulldog has submitted these proposals in its self-interestand not in the best interest of the Fund and all of its stockholders. Bulldogs efforts could adversely affect the Funds investment operations and performance, and could ultimately result in the liquidation of the Fund, to the detriment of long-term stockholders. The Non-Interested Directors also believe that the Boards Director nomineesBrian A. Berris and Jean E. Hoysradtare better qualified and will better serve the interests of all of the Funds stockholders.
Contrary to Bulldogs recent assertions, the Funds Non-Interested Directors are very focused on, and responsive to, the interests of the Funds stockholdersall of its stockholdersand act always in the interests of all of the Funds stockholders. We hope that you agree with our voting recommendations, but, rest assured, the Board considers carefully the level of stockholder support for and against all matters voted on by the Funds stockholders.
It is very important that you vote FOR each of the Boards two highly qualified Director nominees and AGAINST a proposal that could result in the Funds liquidation by voting and returning the enclosed WHITE proxy card. If you are uncertain as to whether you previously voted in this manner, you have every right to complete and return a new WHITE proxy card. This will update your vote, as only the LATEST dated proxy card submitted by you will count.
Institutional Shareholder Services, Inc. (ISS) and Glass, Lewis & Co., LLC, two leading independent corporate governance analysis firms, have recommended that you voteusing the Funds WHITE proxy cardas follows:
| FOR each of the Boards nominees for Director: Brian A. Berris and Jean E. Hoysradt (Proposal 1); and |
| AGAINST the proposal requesting that the Board approve a tender offer for at least 50% of the Funds shares (Proposal 4). |
In addition, Glass Lewis has recommended that you vote AGAINST a stockholder proposal requesting that the Board reduce the ownership threshold required for stockholders to call a special stockholder meeting (Proposal 3). ISS, consistent with its U.S. proxy voting guidelines, has recommended that you vote FOR this proposal.
ISS and Glass Lewis recommend that you do not vote using Bulldogs GREEN proxy card. Please do NOT return the GREEN proxy card. There is no need for you to do so, and it could nullify your votes cast on the WHITE proxy card.
Please continue your support of the Fund by voting FOR each of the Boards two nominees and against Proposals 3 and 4 by completing and returning the WHITE proxy card. Every vote counts! If you have not yet voted, please vote the WHITE proxy card TODAY.
The Board thanks you for your continued trust and support.
Sincerely yours,
Brian A. Berris
Chairman of the Board and Non-Interested Director