Baird Funds DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. __)

Dear Shareholder:

We are pleased to enclose proxy materials for a special meeting of shareholders of Baird Funds, Inc. (the “Company”) and each of its series listed above (each, a “Fund” and collectively, the “Funds”) to be held on April 4, 2024 relating to the election of four current directors and one director nominee to the Board of Directors of the Company.

The Board of Directors currently consists of six directors, John W. Feldt, Darren R. Jackson, David J. Lubar, Cory L. Nettles, Marlyn J. Spear and Frederick P. Stratton, Jr. As part of a succession plan, Mr. Feldt and Mr. Stratton intend to retire in 2024 and we thank them for their service. In connection with the vacancy created by Mr. Feldt’s and Mr. Stratton’s retirements, Leonard R. (Randy) Johnson has been nominated as a new director. The Board of Directors, upon the recommendation of the Nominating Committee, has approved the nomination of Mr. Johnson and recommends that shareholders of the Funds vote FOR the election of each director nominee. The proxy statement itself provides greater detail about the director nominees.

Your vote is important no matter how many shares you own. Voting your shares early will help the Company avoid the expense of costly follow-up mail and telephone solicitation. You may choose one of the following options to authorize a proxy to vote your shares (which is commonly known as proxy voting) or to vote in person at the meeting:

• Online: Access the website shown on your proxy card and follow the online instructions;

• Telephone (automated service): Call the toll-free number shown on your proxy card and follow the recorded instructions; or

• Mail: Complete and return the enclosed proxy card.

If you have any questions after considering the enclosed materials, please call toll-free 1-866-442-2473. Thank you for investing in the Funds and for your continuing support.

Very truly yours,

Mary Ellen Stanek, CFA

President

Baird Funds, Inc.

While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the proposal that requires a shareholder vote.

A. You are receiving these proxy materials — the Proxy Statement and your proxy card — because you have the right to vote on an important proposal concerning the Company.

A. You may attend the meeting on April 4, 2024, in person and vote at the meeting, or you may vote by using one of the following options (we recommend that you vote by proxy now even if you plan to attend the meeting):

Notice is hereby given that a special meeting of shareholders (the “Meeting”) of Baird Funds, Inc., a Wisconsin corporation (the “Company”), and each of its series listed above (each, a “Fund” and collectively, the “Funds”), will be held at 777 East Wisconsin Avenue, Galleria Conference Room (lobby level) Milwaukee, Wisconsin 53202 on April 4, 2024, at 10:00 a.m., local time, for the purpose of considering the following proposal:

Milwaukee, Wisconsin

February 14, 2024

This Proxy Statement is being provided to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Baird Funds, Inc. (the “Company”) for voting at a special meeting of shareholders (the “Meeting”) of the Company and each of its series listed above (each, a “Fund,” and collectively, the “Funds”) to be held on April 4, 2024, at 10:00 a.m., local time, at 777 East Wisconsin Avenue, Galleria Conference Room (lobby level) Milwaukee, Wisconsin 53202. The Company is a Wisconsin corporation and registered as an open end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

The sole Proposal described in this Proxy Statement is as follows:

This Proxy Statement and the enclosed proxy card are expected to be distributed to shareholders on or about February 14, 2024, or as soon as practicable thereafter.

A proxy is enclosed with respect to the shares you own in each Fund. If you timely return a properly executed proxy, the shares represented by it will be voted at the Meeting in accordance with the instructions thereon. Each full share is entitled to one vote and each fractional share is

entitled to a proportionate fractional vote. Even if you expect to be present at the Meeting, please vote in advance online or by telephone as described on the proxy card, or by completing the enclosed proxy card and mailing it in the enclosed reply envelope.

Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Company a written notice of revocation, by the execution of a later-dated proxy card, or by attending the Meeting and voting in person.

If you need additional copies of this Proxy Statement or the proxy card, please contact the Company at 1‑866‑442‑2473 or in writing at Baird Funds, Inc., c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Additional copies of the Proxy Statement will be delivered to you promptly upon request. To obtain directions to attend the Meeting, please call 1‑866‑442‑2473.

For free copies of the Company’s annual report for the fiscal year ended December 31, 2022, and semi-annual report for the fiscal period ended June 30, 2023, please contact the Company at the toll-free telephone number and address listed above or visit the Funds’ website at www.bairdfunds.com.

The Letter to Shareholders, Notice of Meeting and Proxy Statement are available at www.proxyvote.com.

At the Meeting, shareholders of the Funds will be asked to elect five directors to the Board. Currently, the Board consists of six directors – John W. Feldt, Darren R. Jackson, David J. Lubar, Cory L. Nettles, Marlyn J. Spear and Frederick P. Stratton, Jr. As part of a succession plan, Mr. Feldt and Mr. Stratton intend to retire on April 30, 2024. In connection with the vacancy created by Mr. Feldt’s and Mr. Stratton’s retirements, the Board determined to set the size of the Board at five members following Mr. Feldt and Mr. Stratton’s retirements.

In anticipation of Mr. Feldt’s and Mr. Stratton’s retirements, the Nominating Committee considered a diverse group of candidates to serve as a new director of the Company. After careful consideration, the Committee selected Leonard R. (Randy) Johnson based on his investment, financial, accounting and management experience and other qualifications. The Committee also considered the experiences and background of the continuing directors, noting that the proposed composition of the Board would provide for a diversity of skills, experience and perspectives, which should provide benefits to shareholders. Accordingly, the Board approved Mr. Johnson as a nominee and also approved the nominations of the four continuing incumbent directors: Mr. Jackson, Mr. Lubar, Mr. Nettles, and Ms. Spear. Mr. Johnson was approved as a nominee by the Nominating Committee and the Board after being recommended for consideration by the President of the Company. Mr. Johnson is being elected to fill the

vacancy arising from Mr. Feldt’s and Mr. Stratton’s expected retirements on April 30, 2024, and, if elected, will be seated as a director on May 1, 2024.

The Board determined to recommend that all director nominees stand for election at the Meeting; however, Mr. Nettles and Ms. Spear have previously been elected as directors by shareholders of the Company. The persons named as proxies on the enclosed proxy card intend to vote FOR the election of these nominees as directors of the Company unless such authority has been withheld in the proxy. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. The Board has no reason to believe that any person will become unavailable for the election as a director. However, if that should occur before the Meeting, your proxy will be voted for the individuals recommended by the Board to fill the vacancies.

A brief summary of each director nominee’s specific experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director of the Company is set forth below.

The following table presents certain information regarding the directors and director nominee being submitted to shareholders for election, including their principal occupations. The Board is comprised solely of directors who are not “interested persons” of the Company within the meaning of the 1940 Act (“Independent Directors”). The information in the table is as of December 31, 2023.

The following table presents information regarding the officers of the Company as of December 31, 2023.

Under the laws of the State of Wisconsin, the business and affairs of the Company (including the Funds) are managed under the direction of the Board. The Board is responsible for acting on behalf of the shareholders. The Board is currently comprised of six Independent Directors – John W. Feldt, Darren R. Jackson, David J. Lubar, Cory L. Nettles, Marlyn J. Spear and Frederick P. Stratton, Jr. Ms. Spear serves as Chair of the Board. The Board determined to set the size of the Board at five following Mr. Feldt’s and Mr. Stratton’s retirements.

Each Director was appointed to serve on the Board because of his or her experience, qualifications, attributes and/or skills. The Board reviews its leadership structure regularly. The Board believes that its leadership structure is appropriate and effective considering the size of the Company and the nature of its business and industry practices. The Board also elects the officers of the Company, who are responsible for supervising and administering each Fund’s day-to-day operations.

The Board held five meetings during the fiscal year ended December 31, 2023. Each incumbent director attended 100% of the Board meetings and the meetings of the Board committees on which the director served during such period. The Company currently does not have a policy with respect to Board members’ attendance at shareholder meetings.

Shareholders wishing to communicate with the Board or individual directors should send such correspondence to the offices of Baird Funds, Inc., c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Shareholder communications will be sent directly to the applicable Board member(s).

The Board has established two standing committees – the Audit Committee and the Nominating Committee.

John W. Feldt (Chair), Darren R. Jackson, David J. Lubar, Cory L. Nettles, Frederick P. Stratton, Jr. and Marlyn J. Spear, each of whom is an Independent Director, comprise the Audit Committee. The Audit Committee is responsible for advising the full Board with respect to accounting, auditing and financial matters affecting the Company and meets at least semi‑annually. A copy of the Audit Committee charter can be found on the Funds’ website at www.bairdfunds.com under “Important Disclosures.” During the fiscal year ended December 31, 2023, the Audit Committee met two times.

John W. Feldt, Darren R. Jackson, David J. Lubar, Cory L. Nettles, Marlyn J. Spear and Frederick P. Stratton, Jr. (Chair), each of whom is an Independent Director, comprise the Nominating Committee. The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees to serve as directors of the Company and meets as often as it deems necessary. The Board has adopted a written charter for the Nominating Committee (the “Charter”) a copy of which can be found on the Funds’ website at www.bairdfunds.com under “Important Disclosures.” As set forth in Appendix A to the Charter, the Nominating Committee generally considers certain qualifications and attributes in director candidates such as substantial business expertise, financial expertise or experience in areas outside of the business community relevant to the Funds and seeks to ensure that the Board is composed of directors who will bring to the Board a variety of experiences and backgrounds. In accordance with the fund governance standards prescribed by the SEC under the 1940 Act, the Independent Directors on the Nominating Committee select and nominate all candidates for Independent Director positions. During the fiscal year ended December 31, 2023, the Nominating Committee met two times.

The Nominating Committee will consider properly qualified candidates for the Board submitted by shareholders. Shareholders who wish to recommend a director nominee may do so by submitting the appropriate biographical information about the candidate to the Chairperson of the Nominating Committee or the Company’s Secretary. In evaluating nominees, the Nominating Committee will consider, among other factors, the qualifications set forth in the Charter, and evaluates candidates submitted by shareholders according to the same criteria as other Independent Director candidates.

The Board’s role is one of oversight rather than management. The Board’s committee structure assists with this oversight function. The Board’s oversight extends to the Funds’ risk management processes. Those processes are overseen by officers of the Company, including the President, Vice Presidents, Treasurer, Secretary and Chief Compliance Officer (“CCO”), who regularly report to the Board on a variety of matters at Board meetings.

The Advisor reports to the Board, on a regular and as‑needed basis, on actual and possible risks affecting the Funds and the Company as a whole. The Advisor reports to the Board on various elements of risk, including investment, credit, liquidity, valuation, operational and compliance risks, as well as any overall business risks that could impact the Funds. The Advisor also

oversees the risk management policies adopted by Greenhouse Funds LLLP, the subadvisor to the Baird Equity Opportunity Fund.

The Board has appointed the CCO. The CCO meets quarterly in executive session with the directors and participates in the Board’s regular meetings. In addition, the CCO presents an annual report to the Board regarding the operation of the Funds’ compliance policies and procedures and those of the Funds’ principal service providers. The CCO, together with the other officers of the Company, regularly discusses risk issues affecting the Company during Board meetings. The CCO also provides updates to the Board on the operation of the Funds’ compliance policies and procedures and on how these procedures are designed to mitigate risk. The CCO, other officers of the Company and/or representatives of the Advisor report to the Board in the event any significant risk issues arise in between Board meetings.

The following table sets forth the dollar range of Fund shares beneficially owned by each director nominee in the Baird Funds as of December 31, 2023, stated using the following ranges: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

The directors are compensated by the Funds for their service. The Independent Directors receive an annual fee for their service in addition to meeting fees and are reimbursed for travel and other expenses related to their Board service. Ms. Spear receives additional compensation in recognition of her service as Chair of the Board. For the fiscal year ended December 31, 2023, the current directors of the Company received the below compensation from the Funds. Neither the Company nor the Funds maintains any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as part of Company or Fund expenses. Mr. Johnson did not receive compensation for the fiscal year ended December 31, 2023, as he was not a member of the Board.

Cohen & Company, Ltd. (“Cohen”) has been retained by the Audit Committee as the independent registered public accounting firm for the Funds for the fiscal year ended December 31, 2023. Representatives of Cohen are not expected to be present at the Meeting. The aggregate fees billed for professional services by Cohen during the fiscal years ended December 31, 2023, and December 31, 2022, were as follows:

In the above table, “Audit Fees” are fees billed for professional services for the audit of the Funds’ annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Tax Fees” refer to fees billed for professional services rendered for tax compliance, tax advice and tax planning, and specifically relate to Cohen’s review of the Funds’ federal and state tax returns.

The Audit Committee has adopted pre-approval policies and procedures that require the Committee to pre-approve all audit and non-audit services rendered to the Funds, as well as non-audit services provided to the Company and any entity affiliated with the Company with respect to any engagement that directly relates to the operations and financial reporting of the Funds. The Audit Committee charter sets forth certain audit-related services that do not require separate pre-approval by the Committee provided that the fees for such services do not exceed an annual limit, currently $5,000. In accordance with its pre-approval policies and procedures, the Audit Committee pre-approved all audit, tax and other services provided by Cohen to the Company during fiscal years 2023 and 2022. Substantially less than 50 percent of the hours expended on Cohen’s engagement to audit the Funds’ financial statements for the most recent fiscal year was attributed to work performed by persons other than full time permanent employees of Cohen. None of the tax fees or other fees in the table above were for services that were subject to a waiver of the pre-approval requirement pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X of the Securities and Exchange Commission.

As of the record date, the following shares of each Fund were issued and outstanding:

The Funds and the Advisor will bear the costs associated with preparing, printing and mailing of the enclosed proxy card, accompanying notice and Proxy Statement and any other expenses related to the Meeting or any postponement or adjournment thereof. Broadridge Financial Solutions, Inc. has been retained as proxy tabulator. Proxy preparation, tabulation, printing and mailing costs are estimated to be approximately $2.0 million. Pursuant to the administration agreement between the Company, on behalf of the Bond Funds, the Advisor assumes and pays most of the Bond Funds’ expenses other than management fees and certain excluded expenses, in exchange for an administration fee. Therefore, the Advisor is expected to pay a portion of the above proxy costs with respect to the Bond Funds. With respect to the Equity Funds, the Funds’ portion of the above proxy costs are subject to the respective Fund’s expense caps; therefore, the Advisor may reimburse the Funds for a portion of the costs to the extent an Equity Fund’s total annual fund operating expenses exceed the expense cap.

As of December 31, 2023, the officers and directors of the Company beneficially owned (as the term is defined in Section 13(d) under the Securities and Exchange Act of 1934, as amended) less than 1% of the outstanding shares of the Short-Term Bond Fund, Intermediate Bond Fund, Aggregate Bond Fund, Core Plus Bond Fund, Short-Term Municipal Bond Fund, Strategic Municipal Bond Fund, Quality Intermediate Municipal Bond Fund, Core Intermediate Municipal Bond Fund, Municipal Bond Fund, Mid Cap Growth Fund, Small/Mid Cap Growth Fund, Global Growth Fund and International Growth Fund, owned 1.29% of the outstanding shares of the Ultra Short Bond Fund, and owned 6.11% of the outstanding shares of the Equity Opportunity Fund.

A person beneficially owning in excess of 25% of the outstanding voting securities of a Fund is presumed to be a “control person” of the Fund for purposes of the 1940 Act. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the Company or a Fund. As of December 31, 2023, the Advisor, in its capacity as sponsor of the Baird Profit Sharing & Savings Plan and the Baird Non-Qualified Compensation Plan, and the Baird Foundation, an entity related to the Advisor, on a combined basis, owned a controlling ownership in the Baird Equity Opportunity Fund (a combined ownership of 71.5%).

The Advisor is Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Advisor also serves as principal underwriter and distributor of shares of the Funds. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, located at 615 Michigan Street, Milwaukee, Wisconsin 53202, serves as administrator, transfer agent, and fund accountant for the Funds.

The SEC has adopted rules that permit investment companies such as the Company to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This

process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the Funds and their shareholders. If you participate in householding and unless the Company has received contrary instructions, only one copy of this proxy statement will be mailed to two or more shareholders who share an address.

If you want to receive multiple copies of these materials or request householding in the future, you may call the Company at 1-866-442-2473, or write to the Company at Baird Funds, Inc., c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

The Company is generally not required to hold an annual meeting of shareholders and the Company generally does not hold a meeting of shareholders in any year, unless certain specified shareholder actions, such as the election of directors or the approval of a new advisory agreement, are required to be taken under the 1940 Act. By observing this policy, the Company seeks to avoid the expenses customarily incurred in the preparation of proxy materials and the holding of shareholders’ meetings, as well as the related expenditure of staff time.

A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of the Company hereafter called should send the proposal to the Secretary of the Company at the Company’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement because the proposal must comply with certain rules under the federal securities laws before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholders’ meeting, it must be a proper matter for consideration under Wisconsin law.

In order to save future printing and mailing expenses, the Company is requesting shareholders to consider consenting to the electronic delivery of certain documents. Shareholders can provide their consent by following the instructions set forth on the proxy card. By consenting to electronic delivery, shareholders may receive all future prospectuses, prospectus supplements, annual and semi-annual shareholder reports, proxy statements and other shareholder communications for the Funds via e-mail or the Internet. This consent has no expiration date. However, shareholders may revoke their consent to electronic delivery at any time by contacting the Funds in writing at Baird Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or by calling 1-866-442-2473 and request that documents be sent to them by mail. You may also receive a paper copy of any of the documents identified above at no additional charge by contacting the Funds at the above address or telephone number.

To receive documents electronically online, you must provide your e-mail address and have access to an Internet browser and Adobe Acrobat (available at www.adobe.com at no cost) to view documents in Portable Document Format (PDF).

Please note that shareholders who consent to electronic delivery of documents must provide the Company with their e-mail address. Shareholders will need to notify the Company of any changes to their e-mail address. The Company will only use e-mail addresses for the purpose of communicating with shareholders. The Company will not sell or provide shareholder e-mail addresses to third parties.

The Board knows of no other matters that may come before the Meeting, other than the Proposal set forth above. If any other matter properly comes before the Meeting, the persons named as proxies will vote on the same in their discretion.

Dated: February 14, 2024

TO VOTE BY MAIL, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    

                                 V29255-S82853 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of