General American Investors : Proxy Statement, 2023

GENERAL AMERICAN INVESTORS COMPANY, INC.

530 FIFTH AVENUE • NEW YORK • N.Y. 10036

Notice of Annual Meeting of Stockholders

February 17, 2023

To the Stockholders of

GENERAL AMERICAN INVESTORS Company, Inc.

NOTICE IS HEREBY GIVEN that the 2023 annual meeting of stockholders of General American Investors Company, Inc. (the "Company") will be held at The Century Association, 7 West 43rd Street, New York City, NY, 10036, on Wednesday, April 26, 2023 at 11:00 a.m, for the purpose of:

1. Electing directors, eight to be elected by the holders of both the Company's Common Stock and its 5.95% Cumulative Preferred Stock, Series B ("Preferred Stock") voting together as a single class and two to be elected only by the holders of the Company's Preferred Stock, to hold office until the annual meeting of stockholders next ensuing after their election and until their respective successors are elected and shall have qualified;
2. Ratifying or rejecting the appointment by the Audit Committee of the Company's Board of Directors (which was approved by the Board of Directors of the Company) of the firm of Ernst & Young LLP to be the independent auditors of the Company for the year ending December 31, 2023; and
3. Transacting any and all such other business as may properly come before the meeting or any adjournments or postponements thereof in connection with the foregoing or otherwise.

The Board of Directors unanimously recommends that stockholders vote in favor of items (A) and (B).

This notice and related proxy material are expected to be mailed on or about February 22, 2023.

If you do not expect to attend the meeting in person and wish your stock to be voted, you are requested to fill in and sign the accompanying form of proxy and return it in the accompanying envelope. Registered holders may also vote by telephone (touch-tone or voice) or internet through the Company's transfer agent, American Stock Transfer & Trust Company, LLC. If you expect to attend the meeting in person, you may complete and sign the accompanying form of proxy and return it in the accompanying envelope prior to the meeting or you may vote in person at the meeting at the specified time.

Please bring photo identification and proof of ownership of shares in order to be admitted to the meeting. Stockholders that hold their shares beneficially or in "street name" (i.e., through an intermediary, such as a bank, broker or other nominee) and that wish to be admitted to and vote at the meeting must obtain a legal proxy from your bank, broker or other nominee reflecting the number of shares of the Company you held through such intermediary as of the record date (February 10, 2023) with your name and e-mail address. To be valid, your vote online by telephone or by mail must be received by the deadline specified on the proxy card or voting information form, as applicable.

Even if you plan on attending the meeting in person, we encourage you to vote your shares in advance online, by phone or by mail to ensure that your vote will be represented at the meeting. For more details on how to vote your shares, please see the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 26, 2023.

The proxy statement is available at the following website:

http://www.generalamericaninvestors.com/documents/reports/2023_Proxy.pdf

The annual report is available at the following website:

http://www.generalamericaninvestors.com/documents/reports/2022_GAMAnnualRpt.pdf

The close of business on February 10, 2023 has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting.

By order of the Board of Directors,

LINDA J. GENID

Corporate Secretary

BLANK PAGE

GENERAL AMERICAN INVESTORS COMPANY, INC.

530 FIFTH AVENUE • NEW YORK • N.Y. 10036

PROXY STATEMENT

February 17, 2023

This statement is furnished in connection with the solicitation by the Board of Directors of General American Investors Company, Inc. (hereinafter called the "Company") of proxies to be used at the 2023 annual meeting of stockholders of the Company, to be held at the Century Association, 7 West 43rd Street, New York City, NY 10036 on Wednesday, April 26, 2023 at 11:00 a.m. (and at any adjournments or postponements thereof) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders who execute proxies retain the right to revoke them at any time, insofar as they have not been exercised, by written notice to the Secretary of the Company, by attending the Annual Meeting and taking action to revoke such proxies or by validly submitting later dated proxies prior to the meeting, in which case your latest submitted proxy will be counted.

The close of business on February 10, 2023 has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting.

Proxies returned will be voted in accordance with the instructions thereon or, if no instructions are indicated, in favor of the nominees named herein and to ratify the appointment of Ernst & Young LLP as independent auditors.

As of February 10, 2023, the Company had outstanding 23,974,349 shares of Common Stock, $1 par value, and 7,604,687 shares of 5.95% Cumulative Preferred Stock, Series B ("Preferred Stock"), $1 par value per share, each share carrying one vote.

This proxy statement, form of proxy, the accompanying Notice of Annual Meeting of Stockholders and Annual Report of the Company, including audited financial statements for the fiscal year ended December 31, 2022, are enclosed in this mailing and are being mailed on or about February 22, 2023 to the Company's stockholders as of the record date. The Company will provide, without charge, additional copies of the Annual Report to any stockholder upon request by calling Linda J. Genid, Corporate Secretary of the Company, at 1-800-436-8401.

A quorum will consist of a majority of the shares of stock of the Company entitled to vote on a matter at the meeting, present in person or represented by proxy. The Company intends to treat properly executed proxies that are marked "abstain" or "withhold" as well as any "broker non-votes" as present for purposes of determining the existence of a quorum for the transaction of business. A "broker non-vote" occurs when a broker submits a proxy for the meeting with respect to the election of closed-end fund directors and ratification of the appointment of the independent auditors but does not vote on any "non-routine" matters because the beneficial owner did not provide voting instructions on these matters. Because of the routine nature of the items of business presented in this proxy statement, the rules of The New York Stock Exchange, Inc. permit member brokers who do not receive instructions from their customers who are beneficial owners of the Company's shares to vote their customers' shares on these items of business and therefore we do not expect any broker non-votes.

The election of the Company's directors requires a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote on the election. In the election of directors, votes may be cast in favor of or withheld with respect to any or all nominees; votes that are withheld (and broker non-votes, if any) will be excluded entirely from the vote and will have no effect on the outcome of the vote.

The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of the outstanding shares present in person or represented by proxy and entitled to vote on the matter.

In accordance with Delaware law, only votes cast "for" a matter constitute affirmative votes. Accordingly, votes that are withheld or abstentions from voting are not votes cast "for" a particular matter, and such votes have the same effect as negative votes or votes "against" a particular matter that requires affirmative votes.

1. Respecting the Election of Directors

At the meeting, ten directors are to be elected to hold office until the annual meeting of stockholders next ensuing after their election and until their respective successors are elected and shall have qualified. Eight directors are to be elected by the holders of both the Company's Common Stock and its Preferred Stock, voting together as a single class, and two directors are to be elected only by the holders of the Company's Preferred Stock. Directors are to be elected by a plurality of the vote of shares present or represented by proxy at the meeting and entitled to vote on directors. Stockholders vote at the meeting by casting ballots (online or by proxy) which are tabulated by one or two persons, appointed at the meeting, who serve as Inspectors of Election at the meeting and who execute an oath to discharge their duties. It is the intention of the persons named in the accompanying form of proxy to nominate and to vote such proxy for the election of persons named below or, if any such persons should be unable to serve, for the election of such other person or persons as shall be determined by

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the persons named in the proxy in accordance with their judgment. Of the ten persons named below, all are incumbent directors and all have agreed to serve if elected. Information in the following table is as of January 31, 2023.

Directors and Officers

Name, Address1, Age, Position(s)
with Company, Term of Office2	Principal Occupation(s)
and Length of Time Served	During Past 5 Years	Other Directorships and Affiliations During Past 5 Years
Independent Directors
Arthur G. Altschul, Jr.3 (58)	Founder and Managing Member,	Child Mind Institute, Director
Director since 1995	Diaz	Delta Opportunity Fund, Ltd., Director
	& Altschul Capital Management,	Neurosciences Research Foundation, Trustee (term expired
	LLC (investment advisory)	2019)
	Chairman and Chief Executive	Overbrook Foundation, Vice-Chair & Treasurer
	Officer, Overbrook Management
	Corporation (investment advisory)
Rodney B. Berens (77)	Partner and Co-Chief Investment	Svarog Capital Advisors, Member of Investment Committee
Director since 2007	Officer, Berens Global Value Fund	(term expired 2018)
	(2018-2021; investment advisory)	The Morgan Library and Museum, Life Trustee and Chairman
	Founder, Chairman and Senior	of Investment Sub-Committee
	Investment Strategist, Berens	The Woods Hole Oceanographic Institute, Life Trustee and
	Capital	Member of Investment Committee
	Management, LLC (2000-2018;	Upwell, Director and Chairman of Audit Committee
	investment advisory)
Spencer Davidson (80)	Chairman of the Board, General	Neurosciences Research Foundation, Trustee (term expired
Chairman of the Board of	American Investors Company, Inc.	2019)
Directors since 2007
Director since 1995
Clara E. Del Villar (64)	Executive Director, Senior Initiatives	Tribecca Innovation Awards Foundation, Fellow
Director since 2017	Program, FreedomWorks	Women's Health Symposium, Weill Cornell Medicine,
	Foundation (since 2018; non-profit)	Member
		of Executive Steering Committee
John D. Gordan, III (77)	Attorney, Beazley USA Services, Inc. No public company directorships
Director since 1986	(2013-2019; insurance)
Betsy F. Gotbaum (84)	Executive Director, Citizens Union	Center for Community Alternatives, Director
Director since 2010	(since 2017; non-profit democratic	Community Service Society, Trustee
	reform)	Fisher Center for Alzheimer's Research Foundation, Trustee
	Consultant	Visiting Nurse Service of New York, Director
Rose P. Lynch (72)	Founder and President, Marketing	Steven Madden, Ltd., Director
Director since 2017	Strategies, LLC (consulting firm)	Concord Academy, Trustee (term expired 2021)
		Princeton University Varsity Club, Director
		Women and Foreign Policy Advisory Council, Council of
		Foreign Relations, Member
Savannah Sachs (36)	Chief Executive Officer, Tula	No public company directorships
Director since 2020	Skincare/Tula Life Inc. (since
	2018; skincare and wellness)
	Chief Operating Officer (2018),
	Birchbox (beauty and grooming)
Henry R. Schirmer3 (58)	Chief Financial Officer and Member	Results for Development Institute, Director
Director since 2015	of Executive Board, Randstad (since	(term expired 2021)
	2018; human resources)
	Chief Financial Officer/Executive
	Vice President, Unilever Europe
	(2016-2018)

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Name, Address1, Age, Position(s)
with Company, Term of Office2	Principal Occupation(s)
and Length of Time Served	During Past 5 Years	Other Directorships and Affiliations During Past 5 Years
Interested Director and Officer
Jeffrey W. Priest (60)	Officer since 2012,	No public company directorships
President since 2012 and	employee since 2010
Chief Executive Officer and
Director since 2013
Officers
Anang K. Majmudar (48)	Analyst - general industries, officer	No public company directorships
Senior Vice-President since 2019	since 2015, employee since 2012
Vice-President2015-2018
Andrew V. Vindigni (63)	Analyst - financial services and	No public company directorships
Senior Vice-President since 2006	consumer non-durables, officer
	since 1991, employee since 1988

Craig A. Grassi (54) Vice-President since 2013

Liron Kronzon (53) Vice-President since 2019

Sally A. Lynch (63) Vice-President since 2005

Eugene S. Stark (64) Vice-President, Administration and Principal Financial Officer since 2005, Chief Compliance Officer since 2006

Analyst - technology and technology	No public company directorships
support, officer since 2005,
employee since 1991
Analyst - general industries, officer	No public company directorships
since 2019, employee since 2016
Analyst - biotechnology	No public company directorships
pharmaceuticals, officer since 2005,
employee since 1997
Officer and employee	Priority Income Fund, Inc.
since 2005	Prospect Capital Corporation
	Prospect Floating Rate and Alternative Income Fund, Inc.

Samantha X. Jin (48)

Treasurer and Principal Accounting Officer since 2019

Linda J. Genid (64)

Corporate Secretary since 2016

Connie A. Santa Maria (49)

Assistant Corporate Secretary

since 2019

Employee since 2018,	No public company directorships
Officer since 2019
Manager of SEC Reporting,
Oppenheimer & Co. Inc., 2012-2018
Officer since 2014,	No public company directorships
employee since 1983
Officer since 2019,	No public company directorships
employee since 2015

1. The address of each Director and officer is: c/o General American Investors Company, Inc., 530 Fifth Avenue, 26th Floor, New York, NY 10036.
2. Each Director is elected for a term of office of one year and until his or her successor is elected and qualified and each officer is appointed each year by the Board of Directors at its annual organizational meeting in April.
3. Messrs. Altschul and Schirmer have been designated as the Preferred Stock Directors and are to be elected only by the holders of the Company's Preferred Stock.

The Board of Directors believes that each Director's experience, qualifications, attributes and skills on an individual basis and in combination with those of other Directors lead to the conclusion that each Director should continue to serve in such capacity. Among the attributes and skills common to all Directors are their ability to critically review, evaluate, question, and discuss information; to interact effectively with the other Directors, counsel, the Fund's independent registered public accounting firm, and other service providers; and to exercise effective and independent business judgment in the performance of their duties as Directors. Each Director's ability to perform his/her duties effectively has been attained in large part through the Director's education, business, consulting or public service positions; and through their experience from service as a member of the Company's Board of Directors, and that of other public companies, non-profit entities, or other organizations as indicated.

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