ADAMS DIVERSIFIED EQUITY FUND, INC.

DEF 14A 1 tm241400d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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:

ADAMS DIVERSIFIED EQUITY FUND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Adams Diversified Equity Fund, Inc.

500 E. Pratt Street, Suite 1300

Baltimore, MD 21202

February 5, 2024​

Fellow Stockholders of

ADAMS DIVERSIFIED EQUITY FUND, INC.:

Notice is hereby given that the Annual Meeting of Stockholders of ADAMS DIVERSIFIED EQUITY FUND, INC., a Maryland corporation (the “Fund”), will be held at the offices of K&L Gates LLP at 1601 K Street, N.W., Washington, DC 20006, on Monday, March 25, 2024 at 2 p.m., local time, for the following purposes:

(1)

to elect directors as identified in the Proxy Statement to serve until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualify;

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(2)

to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Fund’s independent registered public accounting firm to audit the books and accounts of the Fund for the fiscal year ending December 31, 2024; and

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(3)

to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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The Board of Directors unanimously recommends that stockholders vote FOR Proposals (1) and (2).

Stockholders of record, as shown by the transfer agent’s books for the Fund, at the close of business on December 27, 2023, are entitled to notice of and to vote at this meeting. All Stockholders are cordially invited to attend the Annual Meeting.

THIS MEETING IS VERY IMPORTANT because Saba Capital Master Fund, Ltd., a hedge fund managed by Saba Capital Management, L.P., a closed-end fund activist, has announced its intention to seek election of seven nominees to the Board at the upcoming meeting. If all of the hedge fund’s nominees are elected, they will replace the entire current Board of Directors of the Fund, which could result in material changes to the Fund.

Baltimore, MD

Note: Even if you plan to attend the meeting, stockholders are requested to fill in, sign, date and return the accompanying WHITE proxy card in the enclosed envelope without delay. Stockholders may also authorize their proxies by telephone and internet as described further in the enclosed materials.

PLEASE VOTE USING THE ENCLOSED WHITE PROXY CARD

AND DISCARD ANY GOLD PROXY CARD YOU MAY RECEIVE.

Because access to the building is restricted, please call the Fund at (800) 638-2479 or contact the Fund through our website at adamsfunds.com/contact if you plan to attend the Annual Meeting.

WHAT YOU NEED TO KNOW ABOUT VOTING IN THE ANNUAL MEETING OF STOCKHOLDERS

The following information is provided to help you understand the information in this Proxy Statement and how to make your vote count. YOUR VOTE IS IMPORTANT. PLEASE VOTE ON THE WHITE PROXY CARD.

Question: What proposals are stockholders being asked to vote on at the Annual Meeting?

Answer: At the Annual Meeting, action is to be taken on (1) the election of a Board of Directors (the “Board”); (2) the ratification of the selection of an independent registered public accounting firm; and (3) the transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Question: What is different about this Annual Meeting?

Answer: This Annual Meeting is very important because a hedge fund managed by Saba Capital Management, L.P. (with its affiliates, “Saba”) has notified the Fund of its intent to propose an opposition slate of nominees to serve as directors, which your qualified Board unanimously OPPOSES. We urge you to review the proposal in the accompanying proxy statement and vote FOR your qualified Board using the enclosed WHITE proxy card.

Question: How does the Board recommend that I vote?

Answer: After careful consideration, the Board recommends that you use the WHITE proxy card to vote FOR proposal (1), to elect Kenneth J. Dale, Frederic A. Escherich, Lauriann C. Kloppenburg, Mary Chris Jammet, Jane Musser Nelson, Mark E. Stoeckle, and James P. Haynie (the “Fund Nominees”) to serve as the Board of Directors until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualified.

The Nominating and Governance Committee reviewed both the current Fund directors and the potential director nominees from Saba and, after careful consideration, determined to recommend to the Board, and the Board determined to nominate, the current Directors to stand for re-election.

The Board also recommends that you vote FOR proposal (2) using the WHITE proxy card in order to ratify of the appointment of PricewaterhouseCoopers LLP to serve as the Fund’s independent registered public accounting firm to audit the books and accounts of the Fund for the fiscal year ending December 31, 2024.

Question: How do I vote my shares?

Answer: You can vote by:

Please NOTE that to vote by telephone or via the Internet, you will need the unique “control” number that appears on the enclosed WHITE proxy card.

Even if you plan to attend the meeting, please return the WHITE proxy card with your voting instructions.

To appear and vote at the meeting in person you will need additional documentation from your broker, bank, or the Fund’s transfer agent. If you hold your shares in “street name,” ​(through a broker, bank or other nominee) you are strongly encouraged to vote your shares in advance of the Annual Meeting on the WHITE proxy card, as you will not be able to vote during the Annual Meeting itself unless you request and provide to the Fund a legal proxy from your nominee.

If you hold your shares directly and intend to vote during the Annual Meeting, please let us know by calling 800-638-2479. Regardless of whether you plan to vote during the Annual Meeting, you may be required to provide valid identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in the Fund, such as your voting instruction form (or a copy thereof) or a letter from your broker, bank or other nominee, or other nominee statement indicating ownership as of the close of business on December 27, 2023.

Question: Who are Saba Capital Management, L.P. and Saba Capital Master Fund, Ltd. and how are they involved in the Meeting?

Answer: Saba Capital Management, L.P. is a registered investment adviser that manages Saba Capital Master Fund, Ltd., which is a hedge fund. Saba has disclosed that it has acquired a position in the Fund representing 6.1% of the Fund’s outstanding common stock as of the Record Date and intends to nominate an opposition slate of seven individuals, many who are closely aligned with Saba, to stand for election to the Board at the Annual Meeting. Saba has filed a preliminary proxy statement and may mail proxy materials to you to solicit your vote.

Question: What should I do if I receive any proxy materials or Gold proxy cards from Saba?

Answer: In the event you receive any separate proxy materials from Saba, your Board recommends that you DISCARD and DO NOT SIGN OR RETURN any Gold proxy card that may be sent to you by or on behalf of Saba. If you have already voted using a Gold proxy card sent to you by Saba, you can REVOKE IT BY VOTING USING THEWHITE PROXY CARD or by voting at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. Saba’s materials are their own, and the Fund is not responsible for the accuracy of any information contained in them or in any other statements that they may otherwise make.

Question: Will my vote make a difference?

Answer: YES. Your vote is very important and can make a difference in the governance and management of the Fund, no matter how many shares you own. Please vote on the WHITE proxy card to ensure that the Fund Nominees will be elected and your qualified Board will continue to protect your investment.

Question: What if I have other questions?

Answer: If you have any questions about any proposal or need assistance voting your shares, please call Morrow Sodali Fund Solutions, the Fund’s proxy solicitor, toll-free at 888-680-9067.