Special Opportunities Fund Sets Dec. 11 Meeting to Elect Six Directors

TL;DR

**SPE-PC's upcoming director elections are a routine governance check, but watch for any unexpected board changes that could signal a shift in strategy for this closed-end fund.**

AI Summary

SPECIAL OPPORTUNITIES FUND, INC. (SPE-PC) is holding its Annual Meeting of Stockholders on December 11, 2025, to elect six Directors. Four Directors, Andrew Dakos, Gerald Hellerman, Jaclyn Rothchild, and Ben Harris, will be elected by common and preferred stockholders voting as a single class. Two Directors, Phillip Goldstein and Marc Lunder, will be elected by preferred stockholders voting separately. As of the record date, October 20, 2025, there were 10,623,154 shares of common stock and 2,235,775 shares of preferred stock outstanding. The filing highlights the composition of the Board, with Messrs. Harris, Hellerman, Lunder, and Ms. Rothchild identified as Independent Directors, while Messrs. Dakos and Goldstein are Interested Directors due to their affiliation with the Adviser. The Fund is a closed-end, management investment company, and the proxy materials were first mailed on or about October 31, 2025. Stockholders can vote via internet, telephone, or mail, and a quorum requires a majority of outstanding shares for each voting class.

Why It Matters

This DEF 14A filing is crucial for SPE-PC investors as it outlines the upcoming director elections, directly impacting the fund's governance and strategic direction. The election of six directors, including both independent and interested parties like Phillip Goldstein, Chairman and Secretary, and Andrew Dakos, President, will shape the oversight of the closed-end fund. For employees and customers, the stability and expertise of the board can influence long-term fund performance and operational integrity. In the competitive landscape of closed-end funds, a strong, well-governed board is vital for maintaining investor confidence and attracting new capital, especially given the fund's focus on 'special opportunities'.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A is a routine proxy statement for the annual election of directors, not proposing any significant corporate actions like mergers or major policy changes. The filing explicitly states that there have been no legal proceedings against any directors, nominees, or officers in the past 10 years, indicating stable governance.

Analyst Insight

Investors should review the biographies of the nominated directors, particularly Jaclyn Rothchild, a new nominee, to understand their experience and potential contributions. Ensure your vote is cast by December 11, 2025, to support the board composition you believe best serves the fund's interests.

Key Numbers

• 2025-12-11 — Annual Meeting Date (Date for the election of directors)
• 2025-10-20 — Record Date (Date for determining stockholders entitled to vote)
• 6 — Number of Directors to be Elected (Total directors up for election)
• 4 — Directors Elected by Common & Preferred Stock (Number of directors elected by both classes voting together)
• 2 — Directors Elected by Preferred Stock (Number of directors elected by preferred stockholders separately)
• 10,623,154 — Common Stock Shares Outstanding (As of the record date, October 20, 2025)
• 2,235,775 — Preferred Stock Shares Outstanding (As of the record date, October 20, 2025)
• 1966 — Andrew Dakos Birthyear (President and Interested Director)
• 1945 — Phillip Goldstein Birthyear (Chairman and Secretary, Interested Director)
• 1978 — Jaclyn Rothchild Birthyear (New Independent Director Nominee)

Key Players & Entities

• SPECIAL OPPORTUNITIES FUND, INC. (company) — Registrant
• Phillip Goldstein (person) — Chairman and Secretary, Interested Director Nominee
• Andrew Dakos (person) — President, Interested Director Nominee
• Gerald Hellerman (person) — Independent Director Nominee
• Jaclyn Rothchild (person) — Independent Director Nominee
• Ben Harris (person) — Independent Director Nominee
• Marc Lunder (person) — Independent Director Nominee
• U.S. Bancorp Fund Services, LLC (company) — Fund Services Provider
• Blank Rome LLP (company) — Meeting Location Host
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Special Opportunities Fund, Inc. operates within the closed-end fund sector, a segment of the broader asset management industry. This sector is characterized by a fixed number of shares and trading on exchanges, differentiating it from open-end mutual funds. The industry faces ongoing competition from various investment vehicles and requires continuous adaptation to market conditions and investor preferences to maintain assets under management and performance.

Regulatory Implications

As a registered investment company, Special Opportunities Fund, Inc. is subject to regulations under the Investment Company Act of 1940 and SEC rules, including proxy solicitation requirements (Schedule 14A). Compliance with these regulations is crucial for maintaining its operational status and ensuring fair disclosure to shareholders regarding corporate governance and voting matters.

What Investors Should Do

1. Review director nominees and their affiliations (Independent vs. Interested) to understand board composition and potential conflicts of interest.
2. Understand the voting requirements for each proposal, particularly the need for a majority of outstanding shares for quorum and approval, and the separate voting classes for directors.
3. Vote your shares by the deadline using the provided internet, telephone, or mail options to ensure your voice is heard and to help achieve a quorum.
4. Consult the Fund's most recent annual (ended Dec 31, 2024) or semi-annual (ended June 30, 2025) reports for detailed financial information and performance.

Key Dates

• 2025-12-11: Annual Meeting of Stockholders — Date for the election of Directors and other business, requiring a quorum of a majority of outstanding shares for each voting class.
• 2025-10-20: Record Date — Determines which stockholders are entitled to notice of and to vote at the Annual Meeting. A majority of outstanding shares as of this date is needed for a quorum.
• 2025-10-31: Proxy Materials Mailing Date — Indicates when stockholders began receiving information about the Annual Meeting and proxy voting procedures.

Glossary

DEF 14A

A filing required by the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when a company is soliciting their proxy votes. (This document is the Definitive Proxy Statement for Special Opportunities Fund, Inc., outlining the agenda for the Annual Meeting and how shareholders can vote.)

Proxy Statement

A document that a company must provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This is the core document for the Annual Meeting, detailing the proposals, director nominees, and voting instructions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the set of shareholders who are entitled to vote at the December 11, 2025, Annual Meeting.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares for each voting class (common/preferred together, and preferred separately) must be present, in person or by proxy, to conduct business at the meeting.)

Closed-end, management investment company

A type of investment company that issues a fixed number of shares in an initial public offering, and its shares typically trade on a stock exchange. (Defines the structure of Special Opportunities Fund, Inc., indicating it operates with a fixed capital structure and its shares are traded on an exchange.)

Broker non-vote

Occurs when a broker holding shares in 'street name' for a beneficial owner does not vote those shares on a particular proposal because the owner has not provided voting instructions and the broker lacks discretionary voting power. (These do not count as votes cast for proposals where brokers lack discretion and can effectively act as a 'no' vote on proposals requiring a majority of outstanding shares.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting, primarily focused on director elections and corporate governance. It does not contain comparative financial performance metrics like revenue or net income against a prior year's filing. However, it does establish the record date of October 20, 2025, and the meeting date of December 11, 2025, which are key procedural elements for this year's shareholder engagement.

Filing Documents

• specopp_def14a.htm (DEF 14A) — 178KB
• image0.jpg (GRAPHIC) — 28KB
• image1.jpg (GRAPHIC) — 28KB
• image00002.jpg (GRAPHIC) — 96KB
• image00004.jpg (GRAPHIC) — 69KB
• image00005.jpg (GRAPHIC) — 119KB
• image00006.jpg (GRAPHIC) — 117KB
• image00007.jpg (GRAPHIC) — 120KB
• image00008.jpg (GRAPHIC) — 102KB
• image00009.jpg (GRAPHIC) — 68KB
• image00010.jpg (GRAPHIC) — 118KB
• image00011.jpg (GRAPHIC) — 115KB
• image00012.jpg (GRAPHIC) — 122KB
• 0000894189-25-013212.txt ( ) — 1698KB

From the Filing

DEF 14A 1 specopp_def14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SPECIAL OPPORTUNITIES FUND, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] 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 the 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: Special Opportunities Fund, Inc. 615 East Michigan Street Milwaukee, WI 53202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 11, 2025 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on December 11, 2025: The Notice of Annual Meeting of Stockholders and Proxy Statement are Available on the Internet at www.specialopportunitiesfundinc.com . To the Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of holders of shares of the common stock and preferred stock (the "Stockholders") of Special Opportunities Fund, Inc., a Maryland corporation (the "Fund"), will be held on December 11, 2025 at 2:00 p.m., Eastern time, at the offices of Blank Rome LLP, 1271 Avenue of the Americas, 16 th Floor, New York, NY 10020, for the following purposes: (1) To elect Directors to the Fund's Board of Directors as follows: (a) four Directors to be elected by the holders of the Fund's common stock and preferred stock, voting together as a single class, to serve until the Fund's next Annual Meeting of Stockholders in 2026 and until their successors have been duly elected and qualified; and (b) two Directors to be elected by the holders of the Fund's preferred stock, voting as a separate class, to serve until the Fund's next Annual Meeting of Stockholders in 2026 and until their successors have been duly elected and qualified; and (2) To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on October 20, 2025 as the record date for the determination of Stockholders entitled to notice of, and to vote at, this Meeting or any adjournment or postponement thereof. The stock transfer books will not be closed. Copies of the Fund's most recent annual and semi-annual report may be ordered free of charge by any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or by telephone at 1-877-607-0414. You are entitled to vote at the Meeting and any adjournment or postponement thereof if you owned shares of the Fund's stock at the close of business on October 20, 2025. If you attend the Meeting, you may vote your shares in person. Whether or not you expect to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage paid envelope so that a quorum will be present and the maximum number of shares may be voted. You may change your vote at any time by submitting a later-dated proxy or by voting in person at the Meeting. You may obtain directions to the offices of Blank Rome LLP by contacting U.S. Bancorp Fund Services, LLC directly at 1-877-607-0414. Prior to the Meeting, the Fund will issue a press release containing instructions for Stockholders that plan to attend the Meeting in person. By Order of the Board of Directors, Phillip Goldstein Chairman of the Board October 31, 2025 WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING. INSTRUCTION

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