Herzfeld Credit Income Fund Seeks Director Elections Amid Board Changes

TL;DR

**HERZ is shaking up its board with new Herzfeld family members, signaling tighter control and potential strategic shifts; watch for governance implications.**

AI Summary

Herzfeld Credit Income Fund, Inc. (HERZ) is holding its Annual Meeting of Stockholders on November 20, 2025, to elect two Class II directors and one Class III director. The Board of Directors, consisting of 5 members, unanimously recommends voting FOR the Board's nominees. Ann S. Lieff, a Class II director since 1998, will not stand for re-election. Erik M. Herzfeld, President and Portfolio Manager, and John A. Gelety, an independent director, are nominated for Class II. Brigitta S. Herzfeld, Managing Partner of Thomas J. Herzfeld Advisors, Inc., was appointed to fill a Class III vacancy created by the retirement of Thomas J. Herzfeld and is now nominated for election. As of September 30, 2025, there were 16,908,652 shares of Common Stock outstanding, each entitled to one vote. The Fund's Board held four regular meetings during the fiscal year ended June 30, 2025, with all directors attending at least 75% of meetings. The Audit Committee, chaired by Dr. Kay W. Tatum, met two times during the fiscal year ended June 30, 2025.

Why It Matters

This DEF 14A filing signals a leadership transition at Herzfeld Credit Income Fund, Inc. (HERZ) with the retirement of long-serving director Ann S. Lieff and the appointment of Brigitta S. Herzfeld, a key executive from the investment adviser, to the board. For investors, this could indicate a shift in governance dynamics and potentially a more integrated approach with Thomas J. Herzfeld Advisors, Inc. The election of Erik M. Herzfeld, already President and Portfolio Manager, further consolidates management's influence. This move could impact HERZ's competitive positioning by strengthening internal leadership, but also raises questions about board independence, a critical factor for closed-end funds.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant board changes, including the departure of a long-serving independent director, Ann S. Lieff (since 1998), and the nomination of two 'interested persons,' Erik M. Herzfeld and Brigitta S. Herzfeld, who are control persons and employees of the Fund's adviser. While the Board states it has 5 members and an independent Chairperson, the increased presence of interested directors could dilute independent oversight, especially with Brigitta S. Herzfeld holding 0.78% of shares and Erik M. Herzfeld being President and Portfolio Manager.

Analyst Insight

Investors should carefully review the backgrounds of the nominated directors, particularly Erik M. Herzfeld and Brigitta S. Herzfeld, and consider the implications of increased 'interested person' representation on the board. Monitor future board decisions and governance practices for any shifts that could impact shareholder value or fund strategy, especially concerning potential conflicts of interest with Thomas J. Herzfeld Advisors, Inc.

Key Numbers

• 16,908,652 — Shares of Common Stock outstanding (As of September 30, 2025, each entitled to one vote)
• 5 — Total Board members (Current size of the Board of Directors)
• 4 — Regular Board meetings (Held during the fiscal year ended June 30, 2025)
• 75% — Minimum meeting attendance (Each director attended at least 75% of Board and committee meetings)
• 2 — Audit Committee meetings (Held during the fiscal year ended June 30, 2025)
• 0.78% — Brigitta S. Herzfeld's ownership (Percent of class of Fund equity securities held as of September 30, 2025)
• 0.26% — Ann S. Lieff's ownership (Percent of class of Fund equity securities held as of September 30, 2025)
• 1.39% — All directors' group ownership (Aggregate percent of class of Fund equity securities held by all five directors as of September 30, 2025)
• 2025-11-20 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 2025-09-30 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)

Key Players & Entities

• Herzfeld Credit Income Fund, Inc. (company) — Registrant
• Ann S. Lieff (person) — Retiring Class II Director
• Erik M. Herzfeld (person) — Nominee for Class II Director, President, Portfolio Manager
• Brigitta S. Herzfeld (person) — Nominee for Class III Director, Managing Partner of Thomas J. Herzfeld Advisors, Inc.
• John A. Gelety (person) — Nominee for Class II Director, Independent Director
• Thomas J. Herzfeld Advisors, Inc. (company) — Fund's Investment Adviser
• Cecilia L. Gondor (person) — Chairperson, Independent Director
• Kay W. Tatum, Ph.D., CPA (person) — Audit Committee Financial Expert, Independent Director
• NASDAQ Capital Market (regulator) — Stock exchange where HERZ trades
• Thomas J. Herzfeld (person) — Retired Class III Director

FAQ

Industry Context

Herzfeld Credit Income Fund, Inc. operates within the closed-end fund industry, specifically focusing on credit income. This sector is influenced by interest rate environments, credit market conditions, and investor demand for yield. Competitors include other closed-end funds and open-end mutual funds offering similar fixed-income strategies.

Regulatory Implications

As a registered investment company, HERZ is subject to the Investment Company Act of 1940 and other SEC regulations. Compliance with disclosure requirements, governance standards, and fiduciary duties is paramount. Changes in regulations regarding fund operations or disclosure could impact the Fund's business.

What Investors Should Do

1. Vote for the Board's nominees for director.
2. Review the proxy statement thoroughly.
3. Return your proxy card promptly.

Key Dates

• 2025-11-20: Annual Meeting of Stockholders — Stockholders will vote on the election of directors and other business.
• 2025-09-30: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2024-06-30: Fiscal Year End — The period for which the Fund's financial performance is reported.
• 2024-12-31: Brigitta S. Herzfeld's term as Class III director began — Indicates the start of her tenure filling a vacancy.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders and information about director nominees. (This document is the primary source of information for the annual meeting and director elections for Herzfeld Credit Income Fund, Inc.)

Class II director

In a classified board structure, directors are divided into groups (classes) with staggered terms. Class II directors' terms expire in a particular year. (Two Class II directors are up for election at the upcoming Annual Meeting.)

Class III director

Similar to Class II, Class III directors are part of a staggered board structure, with their terms expiring in a different year. (One Class III director is up for election at the upcoming Annual Meeting.)

Interested person

As defined in the Investment Company Act of 1940, this term refers to individuals who may have a conflict of interest with a fund, such as executive officers, directors, or major shareholders. (The Board of Directors, including those not considered 'interested persons,' unanimously recommends voting for the nominees.)

Proxy card

A document that allows a shareholder to vote on matters at a meeting without being physically present. (Stockholders are urged to complete, sign, and return the proxy card to ensure their vote is counted.)

Quorum

The minimum number of shareholders required to be present at a meeting for business to be legally transacted. (A quorum for the Annual Meeting consists of holders of a majority of the outstanding shares entitled to vote.)

Broker non-vote

Shares held by a broker or nominee for which instructions have not been received from the beneficial owner and the broker does not have discretionary voting power. (Broker non-votes are included for quorum purposes but do not count as votes cast on specific proposals.)

Year-Over-Year Comparison

This filing pertains to the November 20, 2025 Annual Meeting. Key metrics such as revenue, net income, and margins are not directly comparable to a previous filing as this is a proxy statement focused on director elections and meeting procedures, not a comprehensive financial report like an annual report (10-K) or semi-annual report (10-Q). The information provided focuses on board composition, director nominations, and meeting logistics rather than year-over-year financial performance changes.

Key Financial Figures

• $100,000 — Directors: Brigitta S. Herzfeld Over $100,000 131,766 0.78% Independent Directors
• $50,001 — Independent Directors: Ann S. Lieff $50,001-$100,000 43,533 0.26% Cecilia L. Go
• $10,001 — 000 43,533 0.26% Cecilia L. Gondor $10,001 - $50,000 44,317 0.26% John A. Gale
• $50,000 — 3 0.26% Cecilia L. Gondor $10,001 - $50,000 44,317 0.26% John A. Galety $10,00
• $0 — ,206 0.06% Kay W. Tatum, Ph.D., CPA $0 - $10,000 5,309 0.03% All directors
• $10,000 — 0.06% Kay W. Tatum, Ph.D., CPA $0 - $10,000 5,309 0.03% All directors as a grou

Filing Documents

• herzfeld_def14a.htm (DEF 14A) — 193KB
• he001_v1.jpg (GRAPHIC) — 1KB
• he002_v1.jpg (GRAPHIC) — 1KB
• he003_v1.jpg (GRAPHIC) — 1KB
• he004_v1.jpg (GRAPHIC) — 0KB
• image_001.jpg (GRAPHIC) — 1KB
• image_002.jpg (GRAPHIC) — 1KB
• 0001580642-25-006549.txt ( ) — 203KB

From the Filing

DEF 14A 1 herzfeld_def14a.htm DEF 14A 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Sec. 240.14a-12 HERZFELD CREDIT INCOME FUND, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. o 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 transactions 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: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity 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: Herzfeld Credit Income Fund, Inc. _____________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS November 20, 2025 _____________________________________ Miami Beach, Florida October 14, 2025 TO THE STOCKHOLDERS OF HERZFELD CREDIT INCOME FUND, INC.: The Annual Meeting of Stockholders of Herzfeld Credit Income Fund, Inc. (the “Fund”) will be held on November 20, 2025, at 1:30 p.m. Eastern Time at 119 Washington Ave., Suite 504, Miami Beach, Florida, or such other location and time as the officers of the Fund deem necessary, including by means of remote communication, for the following purposes (the “Annual Meeting”): Proposal (1): To elect two Class II directors and one Class III director; and, Other Business:To transact such other business as may properly come before the meeting and any adjournments thereof. The subjects referred to above are discussed in detail in the proxy statement accompanying this notice. The Board of Directors, including all of the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Fund, unanimously recommends that you vote FOR the Board’s nominees for director. Each stockholder is invited to attend the Annual Meeting in person. Stockholders of record at the close of business on September 30, 2025, have the right to vote at the meeting. If you plan to attend the meeting in person, please pre-register to obtain an admission ticket to facilitate entry through security at the Annual Meeting. Valid, government-issued photo identification is required to enter the meeting. Please see page 11 of this proxy statement for information about how to pre-register. If you cannot be present at the Annual Meeting, we urge you to fill in, sign, and promptly return the enclosed WHITE proxy card in order that the Annual Meeting can be held without additional expense and a maximum number of shares may be voted. Erik M. Herzfeld President Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on November 20, 2025 The proxy statement and annual report to stockholders are available at www.herzfeld.com/herz or by calling the Fund at 800-TJH-FUND (854-3863) or 305-777-1660. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE. PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE, SIGN AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. Herzfeld Credit Income Fund, Inc. 119 Washington Avenue, Suite 504, Miami Beach, Florida 33139 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 20, 2025 This statement is furnished in connection with the solicitation of proxies by the Board of Directors of Herzfeld Credit Income Fund, Inc. (the “Fund”), a Maryland corporation, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at119 Washington Ave., Suite 504, Miami Beach, Florida, on November 20

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View this DEF 14A filing on SEC EDGAR