AQR Funds Seeks Shareholder Vote to Bolster Board Flexibility

Aqr Funds DEF 14A Filing Summary
FieldDetail
CompanyAqr Funds
Form TypeDEF 14A
Filed DateSep 15, 2025
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: AQR Funds, Board Election, Corporate Governance, Proxy Statement, Investment Company Act of 1940, Shareholder Meeting, Fund Management

TL;DR

**AQR needs shareholders to rubber-stamp their new board to avoid future governance headaches; vote FOR to keep things smooth.**

AI Summary

AQR Funds is holding a special shareholder meeting on November 13, 2025, at 10:00 a.m. Eastern time, to elect five nominees to its Board of Trustees. This election is crucial because two current Trustees, Kathleen M. Hagerty and Mark A. Zurack, were appointed and not previously elected by shareholders, which restricts the Board's ability to appoint new Trustees under the Investment Company Act of 1940. The proposed slate includes these two current Trustees, along with Lisa Polsky and Roy Swan from the Board's Advisory Board, and John Howard, the current CEO and President of the Trust. The Board unanimously recommends a 'FOR' vote for all nominees, emphasizing that shareholder election of all Trustees will provide greater flexibility for future Board appointments due to retirements or expansions. The meeting will be virtual, and shareholders of record as of September 11, 2025, are eligible to vote.

Why It Matters

This election is vital for AQR Funds' long-term governance stability and strategic agility. By electing all five nominees, including two previously appointed Trustees, the Board will gain the flexibility to appoint future Trustees without immediate shareholder approval, streamlining succession planning and board diversification. For investors, this ensures a more robust and adaptable oversight structure, potentially leading to more consistent fund management. In a competitive asset management landscape, a well-governed fund family like AQR Funds can better navigate market challenges and maintain investor confidence, impacting its ability to attract and retain assets.

Risk Assessment

Risk Level: low — The risk level is low as the proposal is a routine governance matter to ensure compliance with the Investment Company Act of 1940. The Board unanimously recommends approval, and failure to pass would primarily result in re-solicitation, not immediate operational disruption.

Analyst Insight

Investors should vote 'FOR' the proposal to elect the five nominees. This action supports AQR Funds in achieving greater governance flexibility and compliance with the 1940 Act, which is beneficial for the long-term stability and efficiency of the Trust's oversight.

Key Numbers

  • 5 — Number of nominees for election to the Board of Trustees (Includes two current Trustees and three new nominees)
  • 2 — Number of current Trustees who were appointed, not elected by shareholders (Kathleen M. Hagerty and Mark A. Zurack)
  • 3 — Number of nominees who are not current Trustees (Lisa Polsky, Roy Swan, and John Howard)
  • 10:00 a.m. — Start time of the virtual Special Meeting (Eastern time on November 13, 2025)
  • 9:30 a.m. — Shareholder login start time for the virtual meeting (Eastern time on November 13, 2025)
  • 866-290-2688 — Shareholder assistance phone number (Available Monday-Friday, 9:00 a.m. to 8:00 p.m. Eastern time)

Key Players & Entities

  • AQR Funds (company) — Registrant and Trust
  • Kathleen M. Hagerty (person) — Current Trustee and Nominee
  • Lisa Polsky (person) — Board's Advisory Board Member and Nominee
  • Roy Swan (person) — Board's Advisory Board Member and Nominee
  • Mark A. Zurack (person) — Current Trustee and Nominee
  • John Howard (person) — Chief Executive Officer and President of the Trust, and Nominee
  • SEC (regulator) — Securities and Exchange Commission
  • Investment Company Act of 1940 (regulator) — Governing legislation for fund board elections
  • November 13, 2025 (date) — Date of the Special Meeting of Shareholders
  • September 11, 2025 (date) — Record date for shareholders eligible to vote

FAQ

Why is AQR Funds holding a special meeting on November 13, 2025?

AQR Funds is holding a special meeting on November 13, 2025, to elect five nominees to its Board of Trustees. This is necessary because two current Trustees were appointed rather than elected by shareholders, which impacts the Board's ability to appoint new Trustees under the Investment Company Act of 1940.

Who are the five nominees for the AQR Funds Board of Trustees?

The five nominees for the AQR Funds Board of Trustees are Kathleen M. Hagerty, Lisa Polsky, Roy Swan, Mark A. Zurack, and John Howard. Ms. Hagerty and Mr. Zurack are current Trustees, while Ms. Polsky and Mr. Swan are from the Board's Advisory Board, and Mr. Howard is the Trust's CEO and President.

What is the significance of electing all Trustees by shareholders for AQR Funds?

Electing all Trustees by shareholders, as required by the Investment Company Act of 1940, provides the AQR Funds Board with greater flexibility. This flexibility allows the Board to appoint new Trustees in the future without immediate shareholder approval, which is beneficial for managing vacancies due to retirements or expanding the Board's expertise.

How can AQR Funds shareholders vote in the upcoming special meeting?

AQR Funds shareholders can vote by mail using the enclosed proxy card, by telephone using the control number on their proxy card, via the Internet at the website address on their proxy card, or by attending the virtual meeting on November 13, 2025, and voting online.

What is the record date for voting at the AQR Funds special meeting?

The record date for determining shareholders eligible to vote at the AQR Funds special meeting is the close of business on September 11, 2025. Only shareholders of record on this date are entitled to notice of and to vote at the meeting.

What happens if the AQR Funds proposal to elect Trustees is not approved?

If the proposal to elect the five nominees is not approved by AQR Funds shareholders, the Board will take action it deems in the best interest of the Funds, which could include re-soliciting shareholders to secure the necessary votes.

Is the AQR Funds Board of Trustees recommending approval of the proposal?

Yes, the Board of Trustees of AQR Funds, including four of the five Disinterested Trustees, has unanimously approved the proposal and strongly recommends that shareholders vote 'FOR' the election of all five nominees.

Will AQR Funds shareholders be able to ask questions during the virtual meeting?

Yes, AQR Funds is committed to providing shareholders with a meaningful opportunity to participate in the virtual meeting on November 13, 2025. Shareholders attending can submit questions via the questions pane on the virtual meeting interface, and relevant questions will be answered during the meeting, subject to time constraints.

What is the role of the Investment Company Act of 1940 in this AQR Funds election?

The Investment Company Act of 1940 mandates that persons filling board vacancies be elected by shareholders, with exceptions if at least two-thirds of trustees were already shareholder-elected. This AQR Funds election ensures all Trustees are shareholder-elected, providing future flexibility for board appointments.

How can beneficial shareholders of AQR Funds attend and vote at the virtual meeting?

Beneficial shareholders of AQR Funds must obtain a 'legal proxy' from their bank, broker, or financial intermediary, which will provide a new control number. They then must register at https://viewproxy.com/AQR/broadridgevsm/ by 5:00 p.m. Eastern time on November 7, 2025, using this new control number to participate and vote.

Risk Factors

  • 1940 Act Compliance for Trustee Elections [medium — regulatory]: The Investment Company Act of 1940 restricts the Board's ability to appoint new Trustees if less than two-thirds of the current Trustees were elected by shareholders. Currently, two Trustees were appointed, not elected, necessitating this shareholder meeting to ensure all Trustees are shareholder-elected, thereby providing future flexibility for Board appointments.

Industry Context

The asset management industry, particularly for diversified fund families like AQR Funds, is highly competitive and subject to evolving regulatory landscapes. Key trends include the increasing demand for factor-based and alternative investment strategies, as well as a growing emphasis on transparent governance and shareholder rights. Compliance with regulations like the Investment Company Act of 1940 is paramount for maintaining operational integrity and investor confidence.

Regulatory Implications

The primary regulatory implication highlighted is the need to comply with the Investment Company Act of 1940 regarding the election of Trustees. Failure to have a majority of Trustees elected by shareholders can restrict the Board's ability to fill future vacancies by appointment, necessitating shareholder meetings for such purposes.

What Investors Should Do

  1. Review the proxy statement and understand the proposal to elect five nominees to the Board of Trustees.
  2. Vote FOR the election of all five nominees.
  3. Register to attend the virtual meeting if you wish to participate live and vote or ask questions.
  4. Vote your shares by mail, telephone, or internet if you cannot attend the meeting.

Key Dates

  • 2025-11-13: Special Shareholder Meeting — Shareholders will vote on the election of five nominees to the Board of Trustees. This is crucial for ensuring compliance with the 1940 Act and providing the Board with flexibility for future appointments.
  • 2025-09-11: Record Date for Shareholder Eligibility — Shareholders of record on this date are eligible to vote at the special meeting.
  • 2025-11-12: Deadline for Registration for Direct Shareholders — Shareholders whose shares are registered in their name must register by this date to attend and vote at the virtual meeting.
  • 2025-11-07: Deadline for Registration for Beneficial Shareholders — Beneficial shareholders must obtain a legal proxy and register by this date to attend and vote at the virtual meeting.

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at a shareholder meeting. It is also known as a Definitive Proxy Statement. (This document is the proxy statement for the AQR Funds special shareholder meeting, outlining the proposal to elect Trustees.)
Board of Trustees
The governing body of the AQR Funds Trust, responsible for overseeing the operations and management of the Funds. (The election of five nominees to this Board is the primary purpose of the special shareholder meeting.)
Investment Company Act of 1940
A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Specific provisions of this Act are the reason for the current shareholder meeting, particularly regarding the election of Trustees.)
Plurality of votes
The outcome where a candidate receives more votes than any other single candidate, but not necessarily more than half of all votes cast. (This is the voting standard required for the election of each Nominee to the Board of Trustees.)
Beneficial Shareholder
A shareholder who holds shares through an intermediary, such as a bank or broker, rather than directly in their own name. (Beneficial shareholders have specific registration requirements to attend and vote at the virtual meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data typically found in annual reports (10-K) or semi-annual reports (10-Q). Therefore, a direct comparison of financial metrics like revenue growth or margins to a previous filing is not applicable in this context. The focus is on governance and compliance related to Board of Trustees elections.

Filing Stats: 4,815 words · 19 min read · ~16 pages · Grade level 10.9 · Accepted 2025-09-15 14:27:57

Filing Documents

From the Filing

DEF 14A 1 d17698ddef14a.htm AQR FUNDS AQR FUNDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy 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 AQR Funds (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 all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6(i)(1) and 0-11. AQR FUNDS AQR ALTERNATIVE RISK PREMIA FUND AQR CVX FUSION FUND AQR DIVERSIFIED ARBITRAGE FUND AQR DIVERSIFYING STRATEGIES FUND AQR EMERGING MULTI-STYLE II FUND AQR EQUITY MARKET NEUTRAL FUND AQR GLOBAL EQUITY FUND AQR INTERNATIONAL DEFENSIVE STYLE FUND AQR INTERNATIONAL MOMENTUM STYLE FUND AQR INTERNATIONAL MULTI-STYLE FUND AQR LARGE CAP DEFENSIVE STYLE FUND AQR LARGE CAP MOMENTUM STYLE FUND AQR LARGE CAP MULTI-STYLE FUND AQR LONG-SHORT EQUITY FUND AQR LSE FUSION FUND AQR MACRO OPPORTUNITIES FUND AQR MANAGED FUTURES STRATEGY FUND AQR MANAGED FUTURES STRATEGY HV FUND AQR MS FUSION FUND AQR MS FUSION HV FUND AQR MULTI-ASSET FUND AQR RISK-BALANCED COMMODITIES STRATEGY FUND AQR SMALL CAP MOMENTUM STYLE FUND AQR SMALL CAP MULTI-STYLE FUND AQR STYLE PREMIA ALTERNATIVE FUND AQR TREND TOTAL RETURN FUND One Greenwich Plaza, Suite 130 Greenwich, CT 06830 September 15, 2025 Dear Shareholder: A special meeting (the "Meeting") of the shareholders of the AQR Alternative Risk Premia Fund, AQR CVX Fusion Fund, AQR Diversified Arbitrage Fund, AQR Diversifying Strategies Fund, AQR Emerging Multi-Style II Fund, AQR Equity Market Neutral Fund, AQR Global Equity Fund, AQR International Defensive Style Fund, AQR International Momentum Style Fund, AQR International Multi-Style Fund, AQR Large Cap Defensive Style Fund, AQR Large Cap Momentum Style Fund, AQR Large Cap Multi-Style Fund, AQR Long-Short Equity Fund, AQR LSE Fusion Fund, AQR Macro Opportunities Fund, AQR Managed Futures Strategy Fund, AQR Managed Futures Strategy HV Fund, AQR MS Fusion Fund, AQR MS Fusion HV Fund, AQR Multi-Asset Fund, AQR Risk-Balanced Commodities Strategy Fund, AQR Small Cap Momentum Style Fund, AQR Small Cap Multi-Style Fund, AQR Style Premia Alternative Fund and AQR Trend Total Return Fund (each, a "Fund," and together, the "Funds"), each a series of AQR Funds (the "Trust"), will be held on Thursday, November 13, 2025, at 10:00 a.m. (Eastern time) to vote on the proposal described in the enclosed proxy statement. The Meeting will be held in a virtual format only. Shareholders will not have to travel to attend the Meeting but will be able to view the Meeting live and cast their votes by accessing a web link. As discussed in more detail in the enclosed proxy statement, you are being asked to vote on the election of five nominees to the Board of Trustees of the Trust to serve until their successors are elected and qualify, and act on any other business properly brought before the Meeting. If the proposal is approved, the nominees who currently serve as Trustees will continue as Trustees following the Meeting and the nominees who do not currently serve as Trustees will assume their positions as Trustees of the Trust immediately following the Meeting on November 13, 2025. The Board of Trustees of the Trust unanimously recommends that you vote FOR the proposal. You are cordially invited to attend the Meeting. Shareholders of record who do not expect to vote at the Meeting are requested to complete, date and sign the form of proxy, if received by mail, and return it promptly in the envelope provided for this purpose. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions via telephone or the Internet, and otherwise authorize the persons named as proxy holders in the enclosed proxy to act on your behalf at the Meeting, please take advantage of these prompt and efficient voting options. The enclosed proxy is being solicited on behalf of the Board of Trustees (the "Board" or "Board of Trustees") of the Trust. We would like to assure you of our commitment to ensuring that the Meeting provides shareholders with a meaningful opportunity to participate, including the ability to ask questions of the Board and management. To support these efforts, we will: Provide for shareholders to begin logging into the Meeting at 9:30 a.m. (Eastern time) on Thursday, November 13, 2025, thirty minutes in advance of the Meeting. Permit shareholders attending the Meeting to subm

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