CENTRAL SECURITIES CORP — Proxy Solicitation & Information Statement 2023

Feb 8, 2023

DEF 14A 1 cet-def14a_031523.htm DEFINITIVE PROXY STATEMENT cet-def14a_031523 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1675360863481-5928]

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: |

CENTRAL SECURITIES CORPORATION PO Box 43131 Providence, RI 02940-3131
EASY
VOTING OPTIONS:

| ● | VOTE
ON THE INTERNET Log
on to: www.proxy-direct.com or
scan the QR code Follow
the on-screen instructions available
24 hours |
| --- | --- |
| ● | VOTE
BY PHONE Call
1-800-337-3503 Follow
the recorded instructions available
24 hours |
| ● | VOTE
BY MAIL Vote,
sign and date this Proxy Card
and return in the postage-paid
envelope |
| ● | VOTE
IN PERSON Attend
Stockholder Meeting The
University Club One
West 54 th ST, 7 th Floor, New
York, NY 10019 on
March 15, 2023 |

Please detach at perforation before mailing.

CENTRAL SECURITIES CORPORATION PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 15, 2023, at 10:30 a.m. Eastern Time

This proxy is solicited on behalf of the Board of Directors of the Company. The undersigned hereby appoints WILMOT H. KIDD, JOHN C. HILL 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 54 th Street, 7 th Floor, New York, NY 10019 on March 15, 2023 at 10:30 a.m. (Eastern time), and at any adjournments thereof, on all matters which may properly come before the meeting.

A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

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 the election of directors and FOR Proposal 2. Please refer to the Proxy Statement for a discussion of the Proposals.

VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503

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PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

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EVERY STOCKHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY!

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 15, 2023. The Proxy Statement and Proxy Card for this Meeting are available at: https://www.proxy-direct.com/csc-33128

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: ☒

A Proposals THE BOARD OF DIRECTORS RECOMMEND A VOTE “ FOR ” ALL THE NOMINEES LISTED AND “ FOR ” PROPOSAL 2.

| 1. | Election
of Directors: | | | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT |
| --- | --- | --- | --- | --- | --- | --- |
| | 01. L.
Price Blackford | 02. Simms
C. Browning | 03. Donald
G. Calder | ☐ | ☐ | ☐ |
| | 04. David
C. Colander | 05. John
C. Hill | 06. Jay
R. Inglis | | | |
| | 07. Wilmot
H. Kidd | 08. Wilmot
H. Kidd IV | 09. David
M. Poppe | | | |
| | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write
the nominee’s number on the line provided below. | | | | | |
| | | | | FOR | AGAINST | ABSTAIN |
| 2. | Ratification
of the appointment of KPMG LLP as independent registered public accounting firm for 2023. | | | ☐ | ☐ | ☐ |

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

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

| Date (mm/dd/yyyy)
─ Please print date below | Signature
1 ─ Please keep signature within the box | Signature
2 ─ Please keep signature within the box |
| --- | --- | --- |
| / / | | |
| Scanner
bar code | | |
| xxxxxxxxxxxxxx | CSC 33128 | xxxxxxxx |