STEW Seeks Re-Election of Key Directors at Virtual Annual Meeting

TL;DR

**STEW's board is playing it safe, pushing for continuity with experienced directors; expect no major shake-ups here.**

AI Summary

SRH Total Return Fund, Inc. (STEW) is holding its Annual Meeting of Stockholders on November 13, 2025, virtually via conference call, to elect two Class I Directors for three-year terms. The Board of Directors, including Independent Directors, unanimously recommends voting 'FOR' the re-election of Mr. Thomas J. Moore and Ms. Nicole L. Murphey. Mr. Moore, a Class I Director since 2023, brings extensive financial expertise from his roles as CFO Advisor at VertexCFO (2023-2025) and Senior Partner at Ernst & Young LLP (2005-2023). Ms. Murphey, a Class I Director since 2021, has served as the Fund's Chief Financial Officer (2011-2018) and currently holds the position of Chief Compliance Officer for SRH since 2016, in addition to founding Whistlepig Compliance Solutions, LLC in 2018. As of the October 3, 2025 record date, the Fund had 96,441,500 shares of common stock issued and outstanding, with each share entitled to one vote. The filing does not contain specific revenue or net income figures, nor does it detail key business changes or strategic outlook beyond the director elections.

Why It Matters

This DEF 14A filing is crucial for STEW investors as it outlines the upcoming director elections, directly impacting the fund's governance and oversight. The re-election of experienced directors like Thomas J. Moore, with his deep financial background, and Nicole L. Murphey, with her compliance expertise, signals continuity in leadership and a commitment to established operational practices. For the broader market, the stability of closed-end funds like STEW, particularly in their governance structures, can influence investor confidence in this segment. The competitive context suggests that maintaining a strong, experienced board is vital for STEW to navigate market challenges and maintain its total return strategy.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine director elections, with the Board unanimously recommending the re-election of two incumbent Class I Directors, Mr. Thomas J. Moore and Ms. Nicole L. Murphey. There are no contentious proposals or significant changes to the Fund's structure or operations indicated, suggesting a stable governance outlook. The 96,441,500 shares of common stock outstanding as of October 3, 2025, further underscore the established nature of the fund.

Analyst Insight

Investors should review the qualifications of the nominated directors, Mr. Thomas J. Moore and Ms. Nicole L. Murphey, to ensure alignment with their investment objectives. Given the unanimous board recommendation, a 'FOR' vote is the path of least resistance, but shareholders should still cast their vote by November 12, 2025, to ensure their shares are represented.

Key Numbers

• 96,441,500 — Shares of common stock issued and outstanding (As of the Record Date, October 3, 2025)
• 2 — Number of Class I Directors to be elected (For a term of three years)
• 2028 — Year Class I Directors' terms will expire if elected (Following their election at the 2025 Annual Meeting)
• 2025-11-13T10:00:00.000Z — Date and time of Annual Meeting (10:00 a.m. Mountain Standard Time)
• 2025-10-03T00:00:00.000Z — Record date for stockholders entitled to vote (Close of business on October 3, 2025)
• 2025-11-10T17:00:00.000Z — Deadline to register for virtual meeting (5:00 p.m., Eastern Time)
• 2025-10-15T00:00:00.000Z — Date Proxy Statement first mailed (On or about October 15, 2025)
• 2025-11-12T00:00:00.000Z — Deadline for proxy return (In time to be voted at the Annual Meeting)
• 1 — Number of votes per share of common stock (No cumulative voting rights)
• 3 — Number of classes the Board is divided into (Each class having a term of three years)

Key Players & Entities

• SRH Total Return Fund, Inc. (company) — Registrant
• Thomas J. Moore (person) — Class I Director Nominee
• Nicole L. Murphey (person) — Class I Director Nominee, Chief Compliance Officer of SRH
• Joel W. Looney (person) — Chairman, President, and Class II Director of the Fund
• Steven K. Norgaard (person) — Lead Independent Director, Class III Director
• Shane K. Quinlan (person) — Class III Director
• SRH Advisors, LLC (company) — Investment Manager
• Computershare Fund Services (company) — Fund's tabulator for virtual meeting
• Securities and Exchange Commission (regulator) — Regulatory body
• Christopher Moore (person) — Secretary and Vice President of the Fund

FAQ

Industry Context

SRH Total Return Fund, Inc. operates within the closed-end investment fund industry, which is characterized by its focus on generating total returns through a combination of income and capital appreciation. These funds often employ strategies that may involve leverage and invest in a diverse range of assets. The industry is subject to market volatility and regulatory oversight, requiring robust governance and transparent reporting.

Regulatory Implications

As a registered investment company, SRH Total Return Fund, Inc. is subject to regulations from the Securities and Exchange Commission (SEC), including requirements for proxy solicitations and director elections as outlined in this DEF 14A filing. Compliance with these regulations ensures fair shareholder practices and corporate governance.

What Investors Should Do

1. Review the qualifications of director nominees Thomas J. Moore and Nicole L. Murphey, as detailed in the proxy statement, to make an informed voting decision.
2. Vote 'FOR' the re-election of Mr. Moore and Ms. Murphey to the Board of Directors by November 12, 2025, to ensure continuity and experienced leadership.
3. Register for the virtual Annual Meeting by November 10, 2025, if you wish to attend and participate in the proceedings.
4. Ensure your proxy is submitted promptly, either by mail, telephone, or online, to have your vote counted.

Key Dates

• 2025-10-03: Record Date for stockholders entitled to vote — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-10-15: Proxy Statement first mailed — Informs stockholders about the Annual Meeting agenda and provides proxy materials.
• 2025-11-10T17:00:00.000Z: Deadline to register for virtual meeting — Stockholders must register by this date to receive conference call details for the virtual meeting.
• 2025-11-12: Deadline for proxy return — Proxies must be returned by this date to be voted at the Annual Meeting.
• 2025-11-13T10:00:00.000Z: Annual Meeting of Stockholders — The meeting where directors will be elected and other business transacted.
• 2028: Expiration of Class I Directors' terms if elected — Indicates the duration of the elected directors' service.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by a company to solicit shareholder votes. (This document contains the official information regarding the SRH Total Return Fund's Annual Meeting and proposals.)

Class I Directors

A category of directors on the Board, with their terms staggered to ensure continuity. (The election of Class I Directors is the primary purpose of the Annual Meeting.)

Record Date

A specific date set by the company to determine which shareholders are eligible to vote at a meeting. (Establishes the list of eligible voters for the November 13, 2025 Annual Meeting.)

Proxy

A document authorizing another person to act on behalf of a shareholder, typically to vote their shares. (Shareholders can vote by proxy if they cannot attend the virtual meeting.)

Independent Directors

Directors who do not have a material relationship with the company other than their directorship. (Their unanimous recommendation for the director nominees adds weight to the Board's proposal.)

Nominating Committee

A committee of the Board responsible for identifying and recommending director candidates. (This committee made the recommendation for the current director nominees.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data from a previous year's filing. The primary focus is on the election of directors and procedural matters for the upcoming meeting. Information regarding shares outstanding (96,441,500) and the board structure (three classes of directors) are presented as current.

Filing Documents

• stew-def14a_111325.htm (DEF 14A) — 224KB
• stewdef14a001.jpg (GRAPHIC) — 6KB
• stewdef14a002.jpg (GRAPHIC) — 15KB
• stewdef14a003.jpg (GRAPHIC) — 6KB
• stewdef14a004.jpg (GRAPHIC) — 4KB
• 0001999371-25-015479.txt ( ) — 268KB

From the Filing

DEF 14A 1 stew-def14a_111325.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy 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 §240.14a-12 SRH Total Return Fund, Inc. (Exact Name of Registrant as Specified in 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 No.: (3) Filing Party: (4) Date Filed: SRH TOTAL RETURN FUND, INC. 1700 BROADWAY, SUITE 1850 DENVER, COLORADO 80290 WWW.SRHTOTALRETURNFUND.COM NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on November 13, 2025 To the Stockholders of SRH Total Return Fund, Inc.: Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of SRH Total Return Fund, Inc. (the “Fund”), a Maryland corporation, will be held in virtual format by conference call on November 13, 2025, at 10:00 a.m. Mountain Standard Time. To participate in the Annual Meeting, you must email shareholdermeetings@computershare.com no later than 5:00 p.m., Eastern Time, on November 10, 2025, and provide your full name and address. You will then receive an email from Computershare Fund Services containing the conference call dial-in information and instructions for participating in the Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Fund’s tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on November 10, 2025. You will then receive an email from Computershare Fund Services containing the conference call dial-in information and instructions for participating in the Meeting. At the Annual Meeting, you will be asked to consider and vote on the following matters: 1. To elect two Class I Directors of the Fund for a term of three years; and 2. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. The Board of Directors (the “Board”) of the Fund, including the Fund’s Independent Directors, unanimously recommends that stockholders vote “FOR” the election of the listed nominees as Class I Directors of the Fund. The Board has fixed the close of business on October 3, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Fund’s Annual Meeting and any postponements or adjournments thereof. By Order of the Board, /s/ Christopher Moore Secretary and Vice President October 15, 2025 Your vote is important regardless of how many shares you own. In order to avoid delay and additional expense, and to ensure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting. Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your rig

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