Tributary Funds Seeks Shareholder Approval for New Director, Re-elections

TL;DR

**Tributary Funds is shoring up its board with a new finance expert, ensuring stable governance post-retirement — a solid, if unexciting, move for shareholders.**

AI Summary

Tributary Funds, Inc. is holding a special shareholder meeting on November 7, 2025, to elect a new director and re-elect existing directors. This action is prompted by the retirement of current Director Gary D. Parker, effective December 31, 2025. The Board of Directors unanimously recommends shareholders approve the election of Melissa K. Woodley as a new independent director, who will take office on January 1, 2026. Additionally, shareholders will vote to re-elect David F. Larrabee, Donna M. Walsh, Stephen C. Wade, and Brittany A. Fahrenkrog. The company's board will maintain a three-fifths majority of Independent Directors, with David F. Larrabee serving as Lead Independent Director. The estimated cost for proxy solicitation, handled by EQ Fund Solutions, LLC, is approximately $45,310 plus expenses. The company's audited financial statements for the Annual Report dated March 31, 2025, have been mailed to shareholders.

Why It Matters

This board refresh at Tributary Funds, Inc. is a routine but important governance event, ensuring continuity and fresh perspectives. The addition of Melissa K. Woodley, an Associate Professor of Finance and CFA Charterholder, brings significant academic and practical financial expertise, particularly in fixed income, which could enhance oversight of the funds' investment strategies. For investors, maintaining a strong independent director majority (three-fifths) reinforces robust governance and oversight, crucial for protecting shareholder interests in the competitive mutual fund landscape. This move also ensures a smooth transition following Gary D. Parker's retirement, minimizing disruption.

Risk Assessment

Risk Level: low — The filing indicates a low risk level as the proposed changes are routine board elections and re-elections, driven by a planned retirement effective December 31, 2025. The Board of Directors unanimously approved the Proposal, and the structure will maintain a three-fifths majority of Independent Directors, ensuring continued strong oversight.

Analyst Insight

Investors should vote in favor of the proposed director elections and re-elections as recommended by the Board, as these changes appear to be a standard governance update. Review Melissa K. Woodley's qualifications to understand the new expertise being added to the board, particularly her background in fixed income and as a CFA Charterholder.

Key Numbers

• $45,310 — Estimated proxy solicitation cost (Cost for EQ Fund Solutions, LLC to assist in proxy solicitation)
• 5 — Total number of directors (Board will consist of five directors after the election)
• 3 — Number of Independent Directors (Three-fifths majority of Independent Directors will be maintained)
• 2025-11-07 — Special Meeting Date (Date of the special meeting of shareholders)
• 2025-12-31 — Gary D. Parker's Retirement Date (Effective date of current Director Gary D. Parker's retirement)
• 2026-01-01 — Melissa K. Woodley's Start Date (Date Melissa K. Woodley will take office if elected)
• 6 — Number of portfolios overseen by each director (Each director oversees 6 portfolios in the fund complex)

Key Players & Entities

• Tributary Funds, Inc. (company) — Registrant
• Gary D. Parker (person) — Retiring Director
• Melissa K. Woodley (person) — New Director Nominee
• Stephen C. Wade (person) — President and Chairman of the Board
• David F. Larrabee (person) — Lead Independent Director
• Donna M. Walsh (person) — Director, Corporate Governance Chair
• Brittany A. Fahrenkrog (person) — Director and Senior Vice President
• EQ Fund Solutions, LLC (company) — Proxy Solicitation Firm
• $45,310 (dollar_amount) — Estimated cost for proxy solicitation
• First National Bank of Omaha (company) — Parent of Funds' investment adviser

FAQ

Industry Context

Tributary Funds, Inc. operates within the competitive mutual fund industry, which is characterized by a wide array of investment products and service providers. The industry is influenced by evolving investor preferences, regulatory changes, and the ongoing need for efficient fund administration and governance. Maintaining a strong board with independent oversight is crucial for investor confidence and compliance.

Regulatory Implications

The election of directors and the maintenance of an independent board majority are subject to regulations like the Investment Company Act of 1940. Ensuring compliance with these regulations is critical for the company's ongoing operations and its ability to serve its shareholders.

What Investors Should Do

1. Review the proxy statement and vote on the election of directors for the special meeting on November 7, 2025.
2. Consider the qualifications of Melissa K. Woodley as a new independent director nominee.
3. Ensure your proxy is submitted by the deadline to have your vote counted, as attendance at the meeting is required to exercise cumulative voting rights.

Key Dates

• 2025-11-07: Special Meeting of Shareholders — Shareholders will vote on the election of a new director and the re-election of existing directors.
• 2025-12-31: Retirement of Director Gary D. Parker — This retirement creates a vacancy on the Board of Directors.
• 2026-01-01: Melissa K. Woodley takes office as Director — If elected, the new director will officially begin her term.
• 2025-08-29: Record Date for Special Meeting — Shareholders as of this date are entitled to vote at the special meeting.
• 2025-03-31: Annual Report Date — The audited financial statements for this period have been mailed to shareholders.
• 2025-09-08: Date of Proxy Statement and Notice — Informs shareholders about the upcoming special meeting and proposals.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at a shareholder meeting. (This document is the proxy statement for the special meeting of Tributary Funds, Inc. shareholders.)

Proxy Statement

A document that provides shareholders with information about a company's annual or special meeting, including details about proposals, director nominees, and voting procedures. (This document solicits shareholder votes for the election of directors.)

Independent Directors

Directors who are not officers or employees of the company and do not have certain business or family relationships with the company that could impair their independent judgment. (The company will maintain a three-fifths majority of Independent Directors, ensuring independent oversight.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, investment trusts, and unit investment trusts. (Defines terms like 'interested persons' and 'Independent Directors' relevant to the board's composition and governance.)

Plurality of the shares

The election of a candidate who receives more votes than any other candidate, even if not a majority. (This is the voting standard required for the election of directors at the special meeting.)

Cumulative voting rights

A voting method that allows shareholders to cast all their votes for one candidate or distribute them among multiple candidates, potentially increasing the influence of minority shareholders. (Shareholders have cumulative voting rights, but must attend the meeting in person to exercise them for director elections.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on director elections, rather than an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or net income are not applicable. The primary focus is on governance changes, specifically the retirement of a director and the election of a new one, along with the re-election of existing board members.

Key Financial Figures

• $45,310 — , at an estimated cost of approximately $45,310 plus expenses. In addition, the Company

Filing Documents

• ea0256447-01_def14a.htm (DEF 14A) — 594KB
• tproxy_001.jpg (GRAPHIC) — 1411KB
• tproxy_002.jpg (GRAPHIC) — 1225KB
• ttributary_logo.jpg (GRAPHIC) — 51KB
• 0001213900-25-085621.txt ( ) — 4299KB
• S000022134
• C000063508 (FOSIX)
• C000091254 (FOSPX)
• S000022135
• C000063509 (FOINX)
• C000091255 (FOIPX)
• S000022136
• C000063510 (FOBAX)
• C000091256 (FOBPX)
• S000022139
• C000063513 (FOSCX)
• C000091259 (FOSBX)
• S000052300
• C000164428 (FONPX)
• S000059580
• C000195178 (FSMCX)
• C000195179 (FSMBX)

From the Filing

DEF 14A 1 ea0256447-01_def14a.htm DEF 14A 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 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 under §240.14a -12 Tributary Funds, Inc. (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 .   Fee paid previously with preliminary materials.   Notice of Special Meeting of Shareholders and Proxy Statement Tributary Funds, Inc. TRIBUTARY FUNDS, INC. 1601 DODGE STREET, Stop 3399 OMAHA, NEBRASKA 68197 September 8, 2025 Dear Shareholder: We are pleased to enclose a Notice and Proxy Statement for the special meeting of the shareholders of Tributary Funds, Inc. (the “Company”), including each of its current series, the Tributary Short -Intermediate Bond Fund, the Tributary Income Fund, the Tributary Balanced Fund, the Tributary Small Company Fund, the Tributary Small / Mid Cap Fund, and the Tributary Nebraska Tax -Free Fund (each a “Fund” and collectively, the “Funds”). The special meeting is scheduled to be held on November 7, 2025, at 9:00 a.m. Central Time (the “Meeting”) at the offices of the Company located at 1601 Dodge Street, 39 th Floor, Omaha, Nebraska 68197. Please take the time to read the Proxy Statement and cast your vote. The Meeting has been called by the Company’s Board of Directors to seek your approval in the election of a new director to the board to fill a forthcoming vacancy on the Board of Directors as a result of the determination of current Director, Mr. Gary D. Parker, to retire effective December 31, 2025, and the re -election of the Company’s remaining current directors (the “Proposal”). The Board of Directors unanimously approved the Proposal as being in the best interests of the Company and its shareholders (the “Shareholders”) and recommends that Shareholders vote in favor of the Proposal, which is described further in the attached Proxy Statement. We appreciate your participation and prompt response in this matter and thank you for your continued support. Sincerely, / s / Stephen C. Wade     Stephen C. Wade President and Chairman     1 TRIBUTARY FUNDS, INC. 1601 DODGE STREET, Stop 3399 OMAHA, NEBRASKA 68197 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of Tributary Funds, Inc.: A special meeting of the shareholders (the “Shareholders”) of Tributary Funds, Inc. (the “Company’’) will be held on November 7, 2025 at 9:00 a.m. Central Time (the “Meeting’’) at the Company’s offices, located at 1601 Dodge Street, 39 th Floor, Omaha, Nebraska 68197, to consider the Proposal to elect a new director to the board to fill a forthcoming vacancy on the Board of Directors as a result of the determination of current Director, Mr. Gary D. Parker, to retire effective December 31, 2025, and to re -elect the Company’s remaining current directors. This Proposal applies to all Fund Shareholders. The Board has fixed the close of business on August 29, 2025, as the record date for determining Shareholders who are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. You are cordially invited to attend the Meeting. Shareholders who do not expect to attend the Meeting are requested to complete, sign, and return the enclosed proxy promptly. The enclosed proxy is being solicited by the Company’s Board of Directors. Your vote is important. Whether or not you plan to attend the meeting, please vote. By Order of the Board of Directors, Lindsey Dorval Secretary September 8, 2025 IMPORTANT — We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope, which requires no postage and is intended for your convenience. You may also vote through the internet by visiting the

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