VanEck Funds Seeks Shareholder Approval for Seven Trustee Nominees

TL;DR

**Vote FOR the VanEck trustee slate; new blood from Prudential and Serac Ventures could sharpen oversight.**

AI Summary

VanEck Funds is holding a special shareholder meeting on December 5, 2025, to elect seven trustees to its Board. The proposal seeks to elect five current trustees—Jayesh Bhansali, Jon Lukomnik, Jane DiRenzo Pigott, R. Alastair Short, and Jan F. van Eck—and two new independent trustees, Sara Bonesteel and Kevin Moore. Jayesh Bhansali, appointed in June 2022, has not yet been elected by shareholders. Sara Bonesteel, Chief Investment Officer at Prudential Financial, and Kevin Moore, Founder & Managing Partner at Serac Ventures, are nominated to bring additional asset management industry expertise to the Board. The Board, at the recommendation of its Governance Committee, unanimously recommends shareholders vote FOR all trustee nominees. This election is crucial for maintaining compliance with the Investment Company Act of 1940, which limits board appointments without shareholder approval, ensuring at least two-thirds of trustees are shareholder-elected.

Why It Matters

This trustee election is a routine but critical governance event for VanEck Funds, ensuring the Board of Trustees has the necessary expertise and shareholder mandate to oversee the funds. For investors, the election of Sara Bonesteel and Kevin Moore, with their deep asset management and investment backgrounds, could enhance strategic oversight and potentially improve fund performance and risk management. In a competitive ETF and mutual fund landscape, a strong, well-governed board is vital for maintaining investor confidence and guiding the funds through market challenges, directly impacting the long-term value for shareholders and the stability for employees and customers.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily concerns a routine election of trustees, with the Board recommending a 'FOR ALL' vote. There are no contentious proposals or significant changes to the fund's operations or investment strategy indicated, and the new nominees bring relevant industry experience.

Analyst Insight

Investors should review the qualifications of the nominated trustees, particularly Sara Bonesteel and Kevin Moore, to understand the potential impact on governance. Given the Board's unanimous recommendation, a 'FOR' vote is likely a straightforward decision for most, but shareholders should still cast their vote to ensure quorum and express their participation in fund governance.

Key Numbers

• 7 — Number of Trustee nominees (Seven individuals are proposed for election to the Board of Trustees.)
• 2 — Number of new Independent Trustee nominees (Sara Bonesteel and Kevin Moore are new nominees to the Board.)
• 2025-12-05 — Date of Special Meeting of Shareholders (The meeting will be held at 10:00 a.m. Eastern time.)
• 2025-10-08 — Record Date for voting eligibility (Shareholders of record on this date are entitled to vote.)
• 2022 — Year Jayesh Bhansali was appointed Trustee (He has not yet been elected by shareholders.)
• 1940 — Investment Company Act of 1940 (Governs the appointment and election of trustees, requiring shareholder vote for certain appointments.)
• 666 Third Avenue, 9th Floor, New York, NY 10017 — Principal executive offices of the Trust (Location of the special meeting.)
• 1-800-826-2333 — Shareholder information phone number (Contact for questions or to notify attendance.)

Key Players & Entities

• VanEck Funds (company) — Registrant and Trust
• Jayesh Bhansali (person) — Trustee nominee, Chairperson of the Audit Committee
• Sara Bonesteel (person) — New Independent Trustee nominee, Chief Investment Officer at Prudential Financial
• Jon Lukomnik (person) — Trustee nominee, Chairperson of the Governance Committee
• Kevin Moore (person) — New Independent Trustee nominee, Founder & Managing Partner at Serac Ventures
• Jane DiRenzo Pigott (person) — Trustee nominee, Chairperson of the Board
• R. Alastair Short (person) — Trustee nominee
• Jan F. van Eck (person) — Interested Trustee nominee, CEO and President of VanEck Funds
• Jonathan R. Simon (person) — Senior Vice President, Secretary and Chief Legal Officer, VanEck Funds
• Prudential Financial (company) — Sara Bonesteel's employer

FAQ

Industry Context

The investment management industry is highly regulated, with a strong emphasis on corporate governance and shareholder rights. Funds like those managed by VanEck operate under strict compliance requirements, such as those mandated by the Investment Company Act of 1940. The election of trustees is a critical governance process that ensures oversight and alignment with shareholder interests.

Regulatory Implications

The election of trustees is a key compliance requirement under the Investment Company Act of 1940. Failure to obtain shareholder approval for trustee appointments could lead to regulatory scrutiny and potential penalties. The proposal ensures that at least two-thirds of the trustees are elected by shareholders, maintaining compliance.

What Investors Should Do

1. Review the proxy statement carefully to understand the qualifications of all trustee nominees.
2. Vote FOR all trustee nominees to ensure the continued governance and compliance of the VanEck Funds.
3. Submit your proxy vote by mail, phone, or internet by the meeting date to ensure your voice is heard, even if you cannot attend in person.

Key Dates

• 2025-12-05: Special Meeting of Shareholders — Shareholders will vote on the election of seven trustees to the Board.
• 2025-10-08: Record Date for voting eligibility — Shareholders of record on this date are entitled to vote at the special meeting.
• 2025-10-15: Date of Proxy Statement — Informs shareholders about the upcoming meeting and the proposal to elect trustees.
• 2025-10-21: Mailing of Notice of Special Meeting and Proxy Materials — Shareholders will receive the official documents to review and vote.

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 outlines the proposal to elect trustees and provides details for shareholders to make an informed voting decision.)

Trustee

A member of the Board of Trustees responsible for overseeing the management and affairs of the VanEck Funds. (The primary purpose of this meeting is to elect new and re-elect existing trustees to the Board.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Ensures compliance by requiring shareholder elections for a certain percentage of the Board of Trustees.)

Proxy

A shareholder's authorization for someone else to vote their shares on their behalf. (Shareholders can vote by proxy if they cannot attend the meeting in person, ensuring their vote is counted.)

Record Date

A specific date set by the company to determine which shareholders are eligible to vote at a shareholder meeting. (Shareholders must own shares as of October 8, 2025, to be eligible to vote at the December 5, 2025 meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting to elect trustees, not an annual report. Therefore, direct year-over-year financial comparisons are not applicable. The key focus is on the governance aspect of electing seven trustees, including five incumbents and two new independent nominees, to ensure compliance with the Investment Company Act of 1940.

Filing Documents

• vf-efp18503_def14a.htm (DEF 14A) — 751KB
• proxy1.jpg (GRAPHIC) — 609KB
• proxy2.jpg (GRAPHIC) — 777KB
• 0001133228-25-010874.txt ( ) — 2431KB
• S000009198
• C000024992 (GBFAX)
• C000033045 (EMRIX)
• C000088110 (EMRYX)
• C000214759 (EMRZX)
• S000009199
• C000024994 (INIVX)
• C000024995 (IIGCX)
• C000033046 (INIIX)
• C000088111 (INIYX)
• S000009200
• C000024996 (GHAAX)
• C000033047 (GHAIX)
• C000088112 (GHAYX)
• S000029608
• C000090895 (CMCAX)
• C000090897 (COMIX)
• C000090898 (CMCYX)
• S000059554
• C000195045 (MWMIX)
• C000195046 (MWMZX)
• S000091510
• C000259178 (NODE)
• S000094755
• C000263290 (EMBX)

From the Filing

DEF 14A 1 vf-efp18503_def14a.htm VANECK FUNDS - DEF14A 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 Pursuant to §240.14a-12 VanEck Funds (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy 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 Statement No.: (3) Filing Party: (4) Date Filed: VanEck Funds CM Commodity Index Fund Emerging Markets Fund Global Resources Fund International Investors Gold Fund Onchain Economy ETF VanEck Emerging Markets Bond ETF VanEck Morningstar Wide Moat Fund (each, a "Fund," and collectively, the "Funds") 666 Third Avenue, 9th Floor New York, NY 10017 (212) 293-2000 October 15, 2025 Dear Shareholder: I am writing to let you know that a special meeting of the shareholders of the Funds of VanEck Funds (the "Trust") will be held at 10:00 a.m. Eastern time on December 5, 2025, at the principal executive offices of the Trust, 666 Third Avenue, 9th Floor, New York, New York 10017 (the "Meeting"). You are receiving this letter because you were a shareholder of record of at least one Fund as of October 8, 2025 (the "Record Date"). I am writing to ask for your vote at the Meeting on the following proposal (the "Proposal"), as well as to transact such other business which may properly come before the Meeting or any adjournment or postponement thereof: Proposal: To elect Jayesh Bhansali, Sara Bonesteel, Jon Lukomnik, Kevin Moore, Jane DiRenzo Pigott, R. Alastair Short, and Jan F. van Eck as trustees of the Trust. The Trust's Board of Trustees recommends that the shareholders of the Funds vote FOR ALL trustee nominees. Detailed information about the Proposal is contained in the enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote. Attendance at the Meeting will be limited to the shareholders of the Trust as of the Record Date. Photographic identification will be required for admission to the Meeting. Whether or not you plan to attend the Meeting in person, your vote is needed. Shareholders as of the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if they no longer hold shares of a Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Meeting. i Voting is quick and easy. Everything you need is enclosed. You may vote by: (i) attending the Meeting in person; (ii) signing, dating and mailing your proxy card(s) in the enclosed postage-paid return envelope; (iii) calling the toll-free telephone number listed on your proxy card(s); or (iv) visiting the Internet website listed on your proxy card(s) and following the instructions provided on the website. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. Your vote is important to us. Thank you for your response and for your investment. Sincerely yours, Jonathan R. Simon Senior Vice President, Secretary and Chief Legal Officer, VanEck Funds ii VanEck Funds CM Commodity Index Fund Emerging Markets Fund Global Resources Fund International Investors Gold Fund Onchain Economy ETF VanEck Emerging Markets Bond ETF VanEck Morningstar Wide Moat Fund (Each a "Fund," and collectively, the "Funds") 666 Third Avenue, 9th Floor New York, NY 10017 (212) 293-2000 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 5, 2025 To Our Shareholders: Notice is hereby given that a special meeting of the shareholders

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View this DEF 14A filing on SEC EDGAR