DEFA14A 1 dfp-defa14a_050725.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

SCHEDULE 14A

PROXY STATEMENT

PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant ☒

Filed by 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 Rule 14a-11c or Rule 14a-12

Flaherty & Crumrine Dynamic Preferred
and Income Fund Incorporated

(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 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:

ANNUAL MEETING OF SHAREHOLDERS ADJOURNED
WE NEED YOUR PARTICIPATION!

Dear Valued Shareholder,

As you may know, we have been trying to reach you regarding the Joint Annual Meeting of Shareholders of Flaherty & Crumrine Dynamic Preferred and Income Fund Incorporated (NYSE: DFP) and Flaherty & Crumrine Preferred and Income Fund Incorporated (NYSE: PFD).

The Annual Meeting of Shareholders was originally slated for April 16^th, 2025, but has been adjourned again until May 12^th, 2025 due to a lack of shareholder participation. Our records indicate we have not yet received your vote, therefore we are asking you to please take a moment now to submit your vote. Shareholders are being asked to vote on the following proposals:

Proposal 1: To Elect Directors of each Fund.

Proposal 2: To approve a new investment advisory agreement with Flaherty & Crumrine Incorporated for each Fund.

The full proxy statement is available for your review here: www.OkapiVote.com/Flaherty

The vote on the investment advisory agreement is administrative in nature. As further discussed in the proxy statement, new agreements are being proposed because of a deemed change of control at the Adviser level that is causing the existing agreements to terminate. The new investment advisory agreements must be approved by each Fund’s shareholders in order for Flaherty & Crumrine to continue to provide investment advisory services to the Funds.

Please note that except for date and the initial term, the terms of the new advisory agreements are identical to the terms of the current agreements, including having identical advisory fees.

No change to the investment advisory fees.

No change to the investment objective and principal investment strategies.

No change in the day-to-day management of the Fund.

The Board of DIRECTORS UNANIMOUSLY recommends that shareholders vote “For” the ProposalS

In order for your vote to be represented, we must receive your voting instructions. PLEASE SUBMIT YOUR VOTE TODAY USING THE URL AND CONTROL NUMBER PROVIDED IN YOUR EMAIL.

If you have any questions or need assistance voting your shares, please contact our proxy solicitation firm, Okapi Partners LLC, toll-free at (877) 279-2311 or by email at: Flaherty@okapipartners.com.

SEC Form DEFA14A filed by Flaherty & Crumrine Dynamic Preferred and Income Fund Inc.