EEA 8-K
European Equity Fund, Inc / MD (EEA)
As filed with the Securities and Exchange Commission on July 1, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
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Not Applicable
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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):
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| ITEM 8.01 | OTHER EVENTS |
On May 9, 2025, the Board of Directors of the Registrant approved (1) Articles of Amendment to the Registrant’s charter, which became effective June 30, 2025; and (2) Articles Supplementary regarding the Registrant’s election to no longer be subject to Section 3-803 of the Maryland General Corporation law, which became effective on June 30, 2025. The Articles of Amendment are filed as Exhibit 99.1 to this Report on Form 8-K. The Articles Supplementary are filed as Exhibit 99.2 to this Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 1, 2025 | The European Equity Fund, Inc. | |||||
|
/s/ John Millette | ||||||
| Name: | John Millette | |||||
| Title: | Secretary | |||||
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Exhibit 99.1
ARTICLES OF AMENDMENT
The European Equity Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article SIXTH of the charter of the Corporation (the “Charter”) is hereby amended by renumbering the first paragraph thereof as “Section 1.” and adding a new paragraph to read as follows:
Section 2. At the annual meeting of stockholders of the Corporation to be held in 2026, each of the successors to the class of directors whose terms expire at the annual meeting of stockholders in 2026 shall be elected to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; at the annual meeting of stockholders of the Corporation held in 2027, each of the successors to the class of directors whose terms expire at the annual meeting of stockholders in 2027, along with the successors to the directors elected at the 2026 annual meeting, shall be elected to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; and, beginning with the annual meeting of stockholders in 2028, all directors shall be elected to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.
SECOND: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 30th day of June, 2025.
|
ATTEST:
/s/John
Millette |
THE EUROPEAN EQUITY FUND, INC.
By: /s/Hepsen
Uzcan |
Exhibit 99.2
ARTICLES SUPPLEMENTARY
The European Equity Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: Pursuant to Section 3-802(b)(3) of the Maryland General Corporation Law (the “MGCL”), the Corporation, by a duly adopted resolution (the “Resolution”) of its Board of Directors (the “Board”), elected to no longer be subject to Section 3-803 of the MGCL.
SECOND: In accordance with the Resolution, no director’s term shall be shortened by the repeal of the Corporation’s election to be subject to Section 3-803 of the MGCL.
THIRD: The Corporation’s election to no longer be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.
FOURTH: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested by its Secretary on this 30th day of June, 2025.
ATTEST:
/s/John
Millette |
THE EUROPEAN EQUITY FUND, INC.
/s/Hepsen Uzcan |