GENERAL AMERICAN INVESTORS CO INC
For the period ended Apr 15, 2026. Filed Feb 23, 2026.
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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.
Apr 15, 2026 · Filed Feb 23, 2026
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Contents
PROXY STATEMENT
February 23, 2026
This statement is furnished in connection with the solicitation by the Board of Directors of General American Investors Company, Inc. (hereinafter called the “Company”) of proxies to be used at the 2026 annual meeting of stockholders of the Company, to be held at The Century Association, 7 West 43 rd Street, New York City, NY 10036 on Wednesday, April 15, 2026 at 11:00 a.m. Eastern Time (and at any adjournments or postponements thereof) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders who execute proxies retain the right to revoke them at any time, by (i) entering a new vote by internet or by telephone before 11:59 p.m. Eastern Time on April 14, 2026; (ii) delivering a written notice of revocation or completing and returning a later-dated proxy card before 6:00 p.m. Eastern Time on April 14, 2026 to the Corporate Secretary of the Company, in writing, at General American Investors Company, Inc., 530 Fifth Avenue, 26th Floor, New York, NY 10036; or (iii) attending and voting at the annual meeting (although attendance at the meeting will not, by itself, revoke a proxy).
The close of business on February 18, 2026 has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting.
Proxies returned will be voted in accordance with the instructions thereon or, if no instructions are indicated, “FOR” the election of the nominees named herein and “FOR” ratification of the appointment of Ernst & Young LLP as independent auditors.
As of February 18, 2026, the Company had 23,986,608 outstanding shares of Common Stock, $1 par value per share, and 7,601,553 shares of 5.95% Cumulative Preferred Stock, Series B (“Preferred Stock”), $1 par value per share, each share carrying one vote.
This proxy statement, form of proxy, the accompanying Notice of Annual Meeting of Stockholders and the Annual Report of the Company, including audited financial statements for the fiscal year ended December 31, 2025, are enclosed in this mailing and are being mailed on or about February 27, 2026 to the Company’s stockholders as of the record date. The Company will provide, without charge, additional copies of the Annual Report to any stockholder upon request by calling Connie A. Santa Maria, Corporate Secretary of the Company, at 1-800-436-8401.
A quorum will consist of a majority of the shares of stock of the Company entitled to vote on a matter at the meeting, present in person or represented by proxy. The Company intends to treat properly executed proxies that are marked “abstain” or “withhold” as well as any “broker non-votes” as present for purposes of determining the existence of a quorum for the transaction of business. A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to the election of closed-end fund directors and ratification of the appointment of the independent auditors but does not vote on any “non-routine” matters because the beneficial owner did not provide voting instructions on these matters. Because of the routine nature of the items of business presented in this proxy statement, the rules of The New York Stock Exchange, Inc. permit member brokers who do not receive instructions from their customers who are beneficial owners of the Company’s shares to vote their customers’ shares on these items of business and therefore we do not expect any broker non-votes.
The election of the Company’s directors requires a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote on the election. In the election of directors, votes may be cast in favor of or withheld with respect to any or all nominees; votes that are withheld (and broker non-votes, if any) will be excluded entirely from the vote and will have no effect on the outcome of the vote for the election of directors.
The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of the outstanding shares present in person or represented by proxy and entitled to vote on the matter.
In accordance with Delaware law, only votes cast “for” a matter constitute affirmative votes. Accordingly, votes that are withheld or abstentions from voting are not votes cast “for” a particular matter, and such votes have the same effect as negative votes or votes “against” a particular matter that requires affirmative votes.
| A. | Respecting the Election of Directors |
At the meeting, eleven directors are to be elected to hold office until the annual meeting of stockholders next ensuing after their election and until their respective successors are elected and shall have qualified. Nine directors are to be elected by the holders of both the Company’s Common Stock and its Preferred Stock, voting together as a single class, and two directors are to be elected only by the holders of the Company’s Preferred Stock. Directors are to be elected by a plurality of the vote of shares present or represented by proxy at the meeting and entitled to vote on directors. Stockholders vote at the meeting by casting ballots (online, by telephone, or by proxy) which are tabulated by one or two persons, appointed at the meeting, who serve as Inspectors of Election at the meeting and who execute an oath to discharge their duties. It is the intention of the persons named in the accompanying form of proxy to nominate and to vote such proxy for the election of persons named below or, if any such persons should be unable to serve, for the election of such other person or persons as shall be determined by the persons named in the proxy in accordance with their judgment. Of the eleven persons named below, all are incumbent directors and all have agreed to serve if elected. Information in the following table is as of January 31, 2026.
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