ABERDEEN INDIA FUND, INC.
For the period ended May 28, 2025. Filed Apr 14, 2025.
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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 28, 2025 · Filed Apr 14, 2025
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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 full 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. Luis F. Rubio is to be put forth for consideration by stockholders annually pursuant to the Corporate Governance Policies. Ms. Yao will also be put forth for consideration by stockholders annually, hereafter, if elected for a new term as a Class III Director as presented in Proposal 1.
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 Luis Rubio as a Director until the 2026 Annual Meeting.
If the nominee under Proposal 2 is not elected by Fund stockholders, the director will be deemed to have tendered his resignation for consideration by the Board. The Nominating Committee of the Fund shall make a recommendation to the Board on whether to accept or reject the resignation, or whether other action shall be taken. 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 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 and Year of Birth | Position(s) Held with Fund | Length of Time Served and Term of Office | Principal Occupation(s) During Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment "Portfolios" in Fund Complex* Overseen by Director | Other Board Memberships Held by Nominee** |
|---|---|---|---|---|---|
| Independent Director Nominees | |||||
| Rahn K.Porter c/o abrdn Inc., 1900 Market Street, Suite 200, Philadelphia, PA 19103Year of Birth: 1954 | Director and Member of the Audit and Nominating Committees | Since 2024 (Class I); Term expires in 2027 | Mr. Porter is the Principal of RPSS Enterprises, a consulting and advisory firm, a role he has held since 2019. From 2013 to 2021, he served as the Chief Financial and Administrative Officer of The Colorado Health Foundation. Mr. Porter served as an independent director at Centurylink Investment Management Company from 2011 to 2024. Previously, he held senior financial leadership positions as CFO at Telenet and Nupremis, and as Treasurer at Qwest Communications and MediaOne Group. He has also served as a board member and audit chair for BlackRidge Financial Inc. and Community First Bancshares, Inc. | 6 Registrants consisting of 23 Portfolios | Director of CenturyLink Investment Management Company from 2006 to 2024, Director of BlackRidge Financial Inc. from 2004 to 2019. |
| Name, Address and Year of Birth | Position(s) Held with Fund | Length of Time Served and Term of Office | Principal Occupation(s) During Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment "Portfolios" in Fund Complex* Overseen by Director | Other Board Memberships Held by Nominee** |
|---|---|---|---|---|---|
| Nancy Yao c/o abrdn Inc., 1900 Market Street, Suite 200 Philadelphia, PA 19103Year of Birth: 1972 | Director and Member of the Audit and Nominating Committees | Since 2016 (Class III); Term expires in 2028 if elected | Ms. Yao is an assistant professor adjunct and assistant dean at the David Geffen School of Drama at Yale University where she teaches financial accounting and governance to graduate students. Ms. Yao has over 25 years of Asia, finance, and governance experience in for profit and non-profit places like Goldman Sachs, Yale-China Association, and CFRA. She is a board member of the National Committee on U.S.-China Relations and a member of the Council on Foreign Relations. She received her MBA from the Yale School of Management and her AB in Diplomacy and World Affairs at Occidental College. | 8 Registrants consisting of 8 Portfolios | None. |
| Luis F. Rubio c/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 Chairman of Mexico Evalua- CIDAC since 2000 and Chairman, 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 Cocacola 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 with Fund | Length of Time Served and Term of Office | Principal Occupation(s) During Past Five Years | Number of Registered Investment Companies ("Registrants") consisting of Investment "Portfolios" in Fund Complex* Overseen by Director | Other Board Memberships Held by Director** |
|---|---|---|---|---|---|
| Independent Director | |||||
| Nisha Kumar c/o abrdn Inc., 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1970 | Director and Member of the Nominating Committee | Since 2016 (Class II); Term expires 2026 | Ms. Kumar is currently a board member on Birkenstock Holding plc, RealTruck, Inc. and The Legg Mason Closed End Funds. She is a member of the Council on Foreign Relations. Previously, she was Managing Director, Chief Financial Officer, and Chief Compliance Officer of Greenbriar Equity Group LP from 2011 to 2022 and 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. |
| Interested Director | |||||
| Alan Goodson*** c/o abrdn Inc., 1900 Market Street, Suite 200 Philadelphia, PA 19103 Year of Birth: 1974 | Director and President of the Fund | Since 2021 (Class I); Term expires in 2027 | Currently, Executive Director and Head of Product & Client Solutions—Americas for abrdn Inc., overseeing Product Management & Governance, Product Development and Client Solutions for 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. | 3 Registrants consisting of 3 Portfolios | None. |
- As of the date of this proxy statement, the Fund Complex has a total of 18 Registrants with each Board member serving on the Boards of 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 Asia-Pacific Income Fund, Inc., abrdn Global Income Fund, Inc., abrdn Australia Equity Fund, Inc., abrdn Emerging Markets ex-China Fund, Inc. (formerly known as abrdn Emerging Markets Equity Income Fund, Inc.), The India Fund, Inc., abrdn Japan Equity Fund, Inc., abrdn Income Credit Strategies Fund, abrdn Global Dynamic Dividend Fund, abrdn Global Premier Properties Fund, abrdn Total Dynamic Dividend 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 (18 Portfolios), and abrdn ETFs (3 Portfolios).
** Current directorships (excluding Fund Complex) as of the date of this proxy statement held in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the 1934 Act or (3) any company subject to the requirements of Section 15(d) of the Exchange Act.
*** 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. Porter has business experience and executive management and financial expertise as vice president and chief financial officer of public and private entities. The Board has determined that Mr. Porter is an "audit committee financial expert" as explained further below.
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