HENNESSY ADVISORS INC

DEF 14A 1 hnna20241205_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HENNESSY ADVISORS, 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 all boxes that apply):

NOTICE OF

2025 ANNUAL MEETING OF SHAREHOLDERS** **

and

PROXY STATEMENT

Hennessy Advisors, Inc.

7250 Redwood Boulevard, Suite 200

Novato, California 94945

800-966-4354

www.hennessyadvisors.com

In this proxy statement, the terms “Hennessy Advisors,” the “company,” “we,” “us,” and “our” refer to Hennessy Advisors, Inc.

This proxy statement and the enclosed proxy card are being first sent or made available to shareholders on December 27, 2024.

The U.S. economy and stock market have demonstrated remarkable momentum throughout 2024. With the presidential election behind us and the Federal Reserve implementing its initial rate cuts, investors and corporations now have a clearer path forward. We can focus renewed attention on the fundamentals that have long reinforced our economic strength. Over my 45 years observing our economy and the financial markets, what stands out to me is the enduring resilience of America. Whether facing high inflation, rising interest rates, geopolitical uncertainties, or other challenges, our business leaders and our nation consistently demonstrate the ability to adapt and thrive over the long term. Today’s data reinforces this resilience: unemployment appears stable, companies are producing strong earnings and cash flows, and the banking system is fundamentally sound. These conditions foster confidence in the markets, investments, and the future.

The stock market delivered impressive performance for the one-year period ended November 30, 2024, with the Dow Jones Industrial Average returning 27.18% and the S&P 500® Index achieving a 33.86% total return. I see investors increasingly looking past the “shock and awe” headlines—ranging from uncertainties surrounding the U.S. presidential election to a sluggish housing market and the aftermath of significant natural disasters. Instead, they seem to be responding to encouraging economic data. A strong third-quarter earnings season has laid the foundation for continued momentum, supported by steady real GDP growth in the low single digits.

I believe that current consumer confidence and spending will continue to be key drivers of economic growth. With abundant job opportunities, robust corporate performance, and continued wage growth, I believe the economy and markets are positioned for sustained success.

Financial Results

During the fiscal year ended September 30, 2024, we grew assets under management by over $1.5 billion while adhering to our time-tested business model of pursuing strategic purchases, organic growth, and seeking to deliver strong investment performance. In the past twelve months, we purchased assets related to the management of the CCM Small/Mid-Cap Impact Value Fund and the CCM Core Impact Equity Fund totaling $72 million, outpaced redemptions with inflows of over $1 billion for total net inflows of $549 million, and benefited from positive market performance of $990 million.

With our total assets under management up 53% to over $4.6 billion as of September 30, 2024, we significantly increased revenue, net income, earnings per share, and cash flow over the prior period. Our cash position net of debt increased 17% to $23.7 million as of September 30, 2024. When added to the $40.25 million of debt that remains available until December 31, 2026, we have access to nearly $64 million in available cash to utilize for the benefit of our shareholders.

Hennessy Advisors, Inc. has been a public company since 2002, has been listed on the Nasdaq for the past decade, and has paid a consistent dividend to shareholders for nearly 20 years. Based on a closing price of $11.80 per share on December 4, 2024, the $0.1375 quarterly dividend equates to a 4.7% yield on an annualized basis. We are honored by the trust you have placed in us over the years, and we believe we honor that trust by running a consistent, transparent public company each and every day.

The Hennessy Funds

All 17 Hennessy Funds posted positive returns for the one-year period ended September 30, 2024. However, we are even more proud of the strength of our longer-term performance numbers, with 15 of the Hennessy Funds posting positive returns for the three-year period ended September 30, 2024, and all 16 Hennessy Funds with at least 10 years of operating history posting positive returns for both the 5-year and 10-year periods ended September 30, 2024.

We completed our most recent asset purchases on November 10, 2023, and February 23, 2024, when we purchased assets related to the management of the CCM Small/Mid-Cap Impact Value Fund and the CCM Core Impact Equity Fund (each, a “CCM Fund”), respectively. These asset purchases added approximately $12 million and $59 million to the Company’s assets under management at the time of closing with respect to each CCM Fund. Upon completion of each transaction, the assets of the applicable CCM Fund were reorganized into the Hennessy Stance ESG ETF.

Building on our History, Adapting for the Future

Founded in 1989 with the guiding principle that shareholders come first, Hennessy Advisors has always been committed to delivering value. Over the past five years, we have faced significant challenges, but these experiences have strengthened our resolve and evolved our vision. Building on our proud history, we are embracing the future of our industry with innovation and adaptability.

While our assets under management have returned to pre-2020 levels, we are not the same company we were in early 2020. We’ve expanded our product lineup, enhanced our digital presence, and continuously work to improve our operations and our strong financial foundation. As we close the 2024 calendar year, we are energized and optimistic about what lies ahead. Backed by a team of seasoned professionals, we feel ready to not only meet the challenges of the future, but to exceed expectations.

Our commitment to you—our shareholders—remains unwavering. We will continue to manage our products from a long-term perspective while refining how we market and distribute our products to effectively reach broader audiences. We are actively seeking the next meaningful acquisition or partnership to deliver value to both our fund shareholders and our public company investors.

Our employees, executives, and directors are aligned in a shared vision for the future. Together, we look forward to many more years of learning, growth, and success. We are grateful for your continued support and partnership.

If you have any questions or would like to speak with us directly, please don’t hesitate to call us at (800) 966-4354.

Sincerely,

Neil J. Hennessy

Chairman and CEO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DEAR SHAREHOLDER:

The annual meeting of shareholders will be held for the following purposes:

Our board of directors recommends a vote “FOR” proposals 1 and 2.

Your vote is important, and we encourage you to vote promptly whether or not you plan to attend the annual meeting. You may vote now by internet, phone, or mail.

By order of the Board of Directors,

Teresa M. Nilsen President, Chief Operating Officer, and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on February 13, 2025. The notice, proxy statement, annual report, and form of proxy are available atwww.hennessyadvisors.com/proxy.