false
0000880406
false
false
false
false
0000880406
2025-06-18
2025-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2025
THE HERZFELD CARIBBEAN BASIN FUND, INC.
(Exact name of registrant as specified in its charter
| Maryland |
811-06445 |
65-0396889 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 119 Washington Avenue, Suite 504, Miami Beach, FL |
33139 |
|
(Address of principal executive offices)
|
(Zip
Code) |
Registrant’s telephone number, including area code, 305-777-1660
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On June 18, 2025, the Stockholders of the Herzfeld
Caribbean Basin Fund, Inc. (the “Fund”) approved the Fund’s conversion from its current investment strategy to focus
on a “CLO Equity Strategy”. The approval was voted for at a Special Meeting of Stockholders held on June 17, 2025, with approximately
96% of the votes cast in favor of the changes.
With this change, the Fund’s primary investment
objective will change to a total return strategy with a secondary objective of generating high current income for stockholders. In accordance
with the change in investment objective, the Fund will focus on investing in equity and junior debt tranches of collateralized loan obligations,
or “CLOs”. CLOs are portfolios of collateralized loans consisting primarily of below investment grade U.S. senior secured
loans with a large number of distinct underlying borrowers across various industry sectors.
The three proposals approved by the Fund’s Stockholders
at the special meeting were:
| · | Proposal 1: approval of an amended and restated investment advisory agreement between the Fund and Thomas
J. Herzfeld Advisors, Inc. (the “Adviser”) to permit the Adviser to receive a fee based on “managed assets” and
an incentive fee. |
| · | Proposal 2: approval to revise the Fund’s investment objective from obtaining “long term capital appreciation” to
a primary objective of “maximizing risk adjusted total returns” with a secondary objective of “generating high current
income;” and to reclassify the Fund’s investment objective as non-fundamental. |
| · | Proposal 3: approval to amend the fundamental policies of the Fund related to borrowing, the issuance of senior securities, underwriting
securities issued by other persons, industry concentration, the purchase or sale of real estate, the purchase or sale of commodities,
and making loans to other persons. |
The changes approved by the Fund’s Stockholders will go into effect
July 1, 2025.. A copy of the press release issued by the Fund dated June 18, 2025 is attached hereto as Exhibit 99.1
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibit 99.1 Press release dated June 18, 2025 announcing the results of Special Meeting of Stockholders; Approval of Conversion of Fund to CLO Equity Strategy. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HERZFELD CARIBBEAN BASIN FUND, INC. |
|
| |
|
|
| Date: June 18, 2025 |
/s/ Thomas Morgan |
|
| |
Thomas Morgan |
|
| |
Chief Compliance Officer |
|
EXHIBIT INDEX
| Exhibit Number | Exhibit Description |
| 99.1 | Press release dated June 18, 2025 announcing the results of Special Meeting of Stockholders; Approval of Conversion of Fund to CLO Equity Strategy. |
