ABERDEEN INDIA FUND, INC.
For the period ended May 16, 2024. Filed Apr 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 8, 2024
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Contents
Background
The Board has adopted Corporate Governance Policies which include a policy requiring that after an Independent Director has served on the Board for three consecutive terms of three years following the later of (a) engagement of the existing investment manager of the Fund or (b) the Independent Director's election to the Board, the Independent Director will be put forth for consideration by stockholders annually. Under the Corporate Governance Policies, Independent Directors currently serving on the Board will be submitted to stockholders for consideration of continuation as a director on an annual basis beginning at the first annual meeting following three complete consecutive terms following the later of the appointment of the Fund's then current investment manager or the initial election of the director by the Fund's stockholders, whichever is later. Mr. Jeswald W. Salacuse and Mr. Luis F. Rubio are to be put forth for consideration by stockholders annually pursuant to the Corporate Governance Policies.
The Board, including the Independent Directors, upon the recommendation of the Board's Nominating and Corporate Governance Committee ("Nominating Committee"), which is composed entirely of Independent Directors, recommends the continuation of each of Jeswald W. Salacuse and Luis Rubio as a Director until the 2025 Annual Meeting.
If any nominee under Proposal 2 is not elected by Fund stockholders, the applicable director will be deemed to have tendered his resignation for consideration by the Board. The Board shall act on the resignation, taking into account the Nominating Committee's recommendation, and shall publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the voting results. Notably, the Director nominee would not participate in the Nominating Committee's recommendation or the Board's decision with respect to his own resignation.
The Board, including the Independent Directors, unanimously recommends that stockholders vote "FOR" the continuation of the term of the each Director under the Corporate Governance Policies.
The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of the nominees listed below. The nominees have consented to their being named in this proxy statement and have indicated that they will serve if elected. If a nominee should be unable to serve, the proxy will be voted for any other person determined by the persons named as proxies in their discretion.
The following table provides information concerning the nominees for election as Directors under Proposals 1 and 2:
| Name, Address andYear of Birth | Position(s)Held withFund | Length of Time Served and Term of Office | Principal Occupation(s)During Past Five Years | Number ofRegisteredInvestment Companies("Registrants")consisting of Investment "Portfolios" in Fund Complex*Overseen byDirector | OtherBoardMembershipsHeld byNominee** |
|---|---|---|---|---|---|
| Interested Director Nominee | |||||
| Alan Goodson(1)c/o abrdn Inc.,1900 Market Street, Suite 200Philadelphia, PA 19103Year of Birth: 1974 | Director; President of the Fund | Since 2021 (Class I); Term expires in 2024 | Currently, Executive Director, Product & Client Solutions—Americas for abrdn Inc., overseeing Product Management & Governance and Product Development and Client Solutions for abrdn Inc.'s registered and unregistered investment companies in the U.S., Brazil and Canada. Mr. Goodson is Director and Vice President of abrdn Inc. and joined abrdn Inc. in 2000. | 1 Registrant consisting of 1 Portfolio | None. |
| Name, Address andYear of Birth | Position(s)Held withFund | Length of Time Served and Term of Office | Principal Occupation(s)During Past Five Years | Number ofRegisteredInvestment Companies("Registrants")consisting of Investment "Portfolios" in Fund Complex*Overseen byDirector | OtherBoardMembershipsHeld byNominee** |
|---|---|---|---|---|---|
| Independent Director Nominees | |||||
| Jeswald W. Salacusec/o abrdn Inc.,1900 Market Street, Suite 200,Philadelphia, PA 19103Year of Birth: 1938 | Director, Chair of the Board and Chair of the Audit and Nominating Committees | Since 1993 (Class I); Term expires in 2024 | Dean Emeritus and Distinguished Professor Emeritus, Tufts University since 2020. Formerly, Henry J. Braker Professor of Commercial Law at The Fletcher School of Law & Diplomacy, Tufts University, from 1986 to 2020. He has also served as an International Arbitrator, Arbitration Tribunal, ICSID, World Bank since 2004. Director and Chair of The Asia Tigers Fund, Inc. from 1993 to 2018. | 1 Registrant consisting of 1 Portfolio | Former Director of 30 registered investment companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. |
| Luis F. Rubioc/o abrdn Inc.,1900 Market Street, Suite 200,Philadelphia, PA 19103Year of Birth: 1955 | Director and Member of the Audit and Nominating Committees | Since 1993 (Class II); Term expires in 2026 | Mr. Rubio has been Chair of Mexico Evalua- CIDAC since 2000 and Chair, Mexican Council on Foreign Relations (2017-2020). He is also a frequent contributor of op-ed pieces to The Wall Street Journal and the author and editor of 51 books. Former Director of The Asia Tigers Fund, Inc. Director of Coca- cola Femsa. | 1 Registrant consisting of 1 Portfolio | Director of one registered investment company advised by Advantage Advisers LLC or its affiliates |
The following table provides information concerning Directors whose terms continue beyond the Meeting:
| Name, Address and Year of Birth | Position(s) Held withFund | Length of Time Served andTerm of Office | Principal Occupation(s)During Past Five Years | Number of Fundsin FundComplex*Overseen byDirector(includingthe Fund) | OtherBoardMembershipsHeld by Director |
|---|---|---|---|---|---|
| Independent Directors | |||||
| Nancy Yaoc/o abrdn Inc.,1900 Market Street, Suite 200Philadelphia, PA 19103Year of Birth: 1972 | Director and Member of the Audit and Nominating Committees | Since 2016 (Class III); Term expires in 2025 | Ms. Yao is a lecturer on accounting and governance at Yale University. She is also a strategic consultant. Ms. Yao was the President of the Museum of Chinese in America from 2015 until 2023. Prior to that, she served as the executive director of the Yale-China Association and managing director of the corporate program at the Council on Foreign Relations. Prior to her work in non-profit, Ms. Yao launched the Asia coverage at the Center for Financial Research and Analysis (currently known as RiskMetrics), served as the inaugural director of policy research of Goldman Sachs' Global Markets Institute, and was an investment banker at Goldman Sachs (Asia) L.L.C. Ms. Yao is a board member of the National Committee on U.S.-China Relations, a member of the Council on Foreign Relations. | 8 Registrants consisting of 8 Portfolios | None. |
| Nisha Kumarc/o abrdn Inc.,1900 Market Street, Suite 200Philadelphia, PA 19103Year of Birth: 1970 | Director and Member of the Audit and Nominating Committees | Since 2016 (Class II); Term expires 2026 | Ms. Kumar has been a Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group LLC since 2011. She is a member of the Council on Foreign Relations. Former director of The Asia Tigers Fund, Inc. from 2016 to 2018. | 1 Registrant consisting of 1 Portfolio | Director of 24 Registered Investment Companies advised by Legg Mason Partners Fund Advisor, LLC and its affiliates. |
- As of the most recent fiscal year end, the Fund Complex has a total of 18 Registrants with each Board member serving on the number of Registrants listed. Each Registrant in the Fund Complex has one Portfolio except for two Registrants that are open-end funds, abrdn Funds and abrdn ETFs, which each have multiple portfolios, The Registrants in the Fund Complex are as follows: abrdn Income Credit Strategies Fund, abrdn Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets Equity Income Fund, Inc., abrdn Japan Equity Fund, Inc., The India Fund, Inc., abrdn Global Dynamic Dividend Fund, abrdn Total Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Global Infrastructure Income Fund, abrdn National Municipal Income Fund, abrdn Healthcare Investors, abrdn Life Sciences Investors, abrdn Healthcare Opportunities Fund, abrdn World Healthcare Fund, abrdn Funds (which consists of 19 portfolios) and abrdn ETFs (which consists of 3 portfolios).
(1) Mr. Goodson is an "interested person," as defined in the 1940 Act because he serves as an officer of abrdn Inc., the Fund's administrator, an affiliate of the Fund's investment manager.
Each Director was selected to join the Board based on a variety of factors including, but not limited to, the Director's ability to carry out his or her duties as a Director, the Director's background, business and professional experience, qualifications and skills. Each Director possesses the following specific characteristics: Ms. Kumar has financial and accounting experience as the chief financial officer of other companies and experience as a board member of private equity funds; Ms. Yao has financial and research analysis experience in and covering the Asia region and experience in world affairs; Mr. Rubio has business and academic experience as president of a not-for-profit think tank focused on Mexico's economic and democratic development and has served as a board member of other investment companies; Mr. Goodson has financial and research analysis experience; and Mr. Salacuse has academic and foreign affairs experience and has served as a board member of other investment companies. The Board has determined that Ms. Kumar is an "audit committee financial expert" as explained further below.
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