Hennessy Advisors (HNNA) Proxy filing summary

Executive summary

• FY2025 average assets under management rose 22%, supporting double-digit gains in revenue, net income and EPS; total AUM declined 8.6% to nearly $4.3B. Cash increased by over $8.5M to nearly $73M.

• All 17 Hennessy Funds posted positive returns for the one- and three-year periods ended September 30, 2025; 16 funds with at least 10 years of history were positive over five and 10 years.

• Proposed purchase of management assets for the STF Tactical Growth & Income ETF and STF Tactical Growth ETF remains subject to shareholder approval and would add two Hennessy Fund series.

Voting matters and shareholder proposals

• The February 5, 2026 meeting ballot covers election of eight directors, advisory approval of executive compensation, say-on-pay frequency, and ratification of CBIZ CPAs P.C. for FY2026; the board recommends FOR proposals 1, 2 and 4 and THREE YEARS for proposal 3.

• The board seeks a three-year say-on-pay cycle; the prior frequency vote favored three years, and the next frequency vote is expected in 2032.

• Shareholder proposals for the 2027 meeting must reach the principal executive offices by August 20, 2026; other nomination or business notices are due October 8–November 7, 2026.

Board of directors and corporate governance

• Eight current directors are nominated for one-year terms: Neil J. Hennessy, Teresa M. Nilsen, Henry Hansel, Brian A. Hennessy, Lydia Knight-O'Riordan, Kiera Newton, Susan W. Pomilia and Thomas L. Seavey.

• Five directors—Hansel, Knight-O'Riordan, Newton, Pomilia and Seavey—were deemed independent under Nasdaq rules; Neil J. Hennessy serves as CEO and board chair, with no lead independent director.

• The board held four regular and three special meetings in FY2025; each director attended at least 75% of board and committee meetings.

• Kiera Newton chairs the audit committee and is designated an SEC audit committee financial expert; committee charters are reviewed annually.