CENTRAL SECURITIES CORP — Proxy Solicitation & Information Statement 2020

Feb 7, 2020

DEF 14A 1 cet-def14a_031820.htm DEFINITIVE PROXY STATEMENT cet-def14a_031820 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1580407667728-2492]

SCHEDULE 14A

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:

| ☐ | Preliminary
Proxy Statement |
| --- | --- |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive
Proxy Statement |
| ☐ | Definitive
Additional Materials |
| ☐ | Soliciting
Material Pursuant to Section 240.14a-12 |

CENTRAL SECURITIES CORPORATION

(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):

| ☒ | No
fee required. | |
| --- | --- | --- |
| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| ☐ | Fee
paid previously with preliminary materials. | |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing. | |
| | (1) | Amount
Previously Paid |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

Field: Page; Sequence: 1

Field: /Page

| Central
Securities Corporation | | |
| --- | --- | --- |
| | Your
vote matters - here’s how to vote! | |
| | You
may vote online or by phone instead of mailing this card. | |
| | ● | Votes
submitted electronically must be received by 1:00 a.m., Eastern Time, on March 18, 2020. |
| | | Online Go
to www.investorvote.com/CET or
scan the QR code — login details are located in the shaded bar below. |
| | ● | Phone Call
toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada |
| | ● | Save
paper, time and money! Sign up for electronic delivery at |
| Using
a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ● | www.investorvote.com/CET |

Annual Meeting Proxy Card

IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposal 2.

1. Election of Directors:

	For	Withhold		For	Withhold		For	Withhold
01
- L. Price Blackford	☐	☐	02
- Simms C. Browning	☐	☐	03
- Donald G. Calder	☐	☐
04
- David C. Colander	☐	☐	05
- Jay R. Inglis	☐	☐	06
- Wilmot H. Kidd	☐	☐
07
- Wilmot H. Kidd IV	☐	☐	08
- David M. Poppe	☐	☐

	For	Against	Abstain
2. Ratification of the appointment of KPMG LLP as independent
registered accounting firm for 2020.	☐	☐	☐

B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

| Date
(mm/dd/yyyy) — Please print date below. |
| --- |
| / / |

036GDE

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CET

IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy — Central Securities Corporation

Proxy Solicited on Behalf of the Board of Directors of the Company for Annual Meeting March 18, 2020

The undersigned hereby appoints WILMOT H. KIDD and MARLENE A. KRUMHOLZ, and each of them, as attorneys with power of substitution, to represent the undersigned at the annual meeting of stockholders of Central Securities Corporation to be held at The University Club, One West 54th Street, 7th Floor, New York, New York on March 18, 2020 at 10:30 A.M., and at any adjournment thereof, on all matters which may properly come before the meeting.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR election of directors and FOR Proposal 2.

PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

(Items to be voted appear on reverse side.)

C Non-Voting Items

Change of Address — Please print new address below. Comments — Please print your comments below.