PRIMECAP Odyssey Stock Fund (POSKX) DEF 14ADefinitive proxy

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

Proxy Materials

PLEASE CAST YOUR VOTE NOW!

PRIMECAP ODYSSEY FUNDS

PRIMECAP Odyssey Stock Fund

PRIMECAP Odyssey Growth Fund

PRIMECAP Odyssey Aggressive Growth Fund

TO BE HELD ON OCTOBER 18, 2023

Important information to help you understand and vote on the proposal

Please read the full text of the proxy statement. Below is a brief overview of the proposal to be voted upon. Your vote is important. We appreciate you placing your trust in PRIMECAP Management Company (“PRIMECAP”) and look forward to helping you achieve your financial goals.

The Board of Trustees of the PRIMECAP Odyssey Funds (the “Trust”), with the support of PRIMECAP, proposes to add three new trustees (“Proposed Trustees”) to the Board of Trustees of the Trust (the “Board”). If elected, one of the Proposed Trustees would be an “interested person” of the Trust as defined by the 1940 Act (an “Interested Trustees”) by virtue of his employment by PRIMECAP, and two of the Proposed Trustees would be Trustees who are not “interested persons” of the Trust (“Independent Trustees”). In connection with this decision, you are also being asked to ratify the appointment of one of the current Independent Trustees who has not previously been elected by the shareholders.

The Board of Trustees is currently composed of one Interested Trustee, who is an employee of PRIMECAP, and six Independent Trustees. However, two Independent Trustees have indicated their intention to resign from the Board of Trustees after the election of the new Trustees. With the addition of the three Proposed Trustees, and after the resignation of the two current Trustees, there would be six Independent Trustees and two Interested Trustees on the Board.

The experienced executives who currently serve as Trustees on the Board will continue to serve as Trustees, meeting throughout the year to oversee the activities of the Trust’s three Funds; however, as noted above, two Independent Trustees have indicated their intention to resign from the Board of Trustees after the election of the new Trustees. In addition, three additional experienced executives – the proposed two new Independent Trustees and one new Interested Trustee – will join the Board if they are elected by the shareholders. The Trustees expect that the environment of strong governance of the Funds and protection of the interests of Fund shareholders will continue with the addition of the new Trustees.

The Trustees serve as representatives of the Funds’ shareholders. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders. The Trustees review the Funds’ performance, oversee the Funds’ activities, consider policy changes, and review contractual arrangements with companies that provide services to the Funds.

Each Independent Trustee receives a fee for his or her service on the Board. You can find the compensation table, which details fees that have been paid to the Trustees, in the proxy statement. Interested Trustees do not receive compensation from the Trust for their service as Trustees.

The Board of Trustees has unanimously approved the proposals to confirm the prior appointment of one Trustee and to elect an additional three Trustees, and recommends that you also vote to approve this proposal.

Broadridge Financial Solutions, Inc. is a third party proxy vendor that PRIMECAP hired to call shareholders and record proxy votes. In order to hold a shareholder meeting, a quorum must be reached – which currently is one-third of the interests entitled to vote in person or by proxy at the shareholder meeting. If a quorum is not attained, the meeting must adjourn to a future date. PRIMECAP attempts to reach shareholders via multiple mailings to remind them to cast their votes. As the meeting approaches, phone calls may be made to shareholders who have not yet voted their shares so that the shareholder meeting does not have to be postponed.

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.

Who is paying for this proxy mailing and for the other solicitation costs associated with this shareholder meeting?

The expenses in connection with preparing the proxy statement and its enclosures and all solicitations will be paid by the Trust.

In the “Outstanding Shares” section of this Proxy Statement, the number of shares of each Fund that were outstanding at the close of business on September 1, 2023 (the “Record Date”) is listed. Shareholders of a Fund as of that time are entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of the Fund (with proportional fractional votes for fractional shares).

PRIMECAP ODYSSEY FUNDS

PRIMECAP Odyssey Stock Fund

PRIMECAP Odyssey Growth Fund

PRIMECAP Odyssey Aggressive Growth Fund

PROXY STATEMENT

September 15, 2023

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of PRIMECAP Odyssey Funds (the “Trust”) to be used at the special meeting of shareholders of the Trust and at any adjournments thereof (the “Meeting”), to be held on October 18, 2023 at 10:30 a.m. Pacific time at 177 E. Colorado Boulevard, Suite #200, Pasadena, California 91105.

The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about September 25, 2023. Supplementary solicitations may be made by mail, telephone, facsimile, electronic means or personal interview by representatives of the Trust. In addition, Broadridge Financial Solutions, Inc. (“Broadridge”) may be paid on a per-call basis to solicit shareholders by telephone on behalf of the Trust. The Trust also may also arrange to have votes recorded by telephone. Broadridge may be paid on a per-call basis for vote-by-phone solicitations on behalf of the Trust.

If the Trust records votes by telephone or through the internet, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by the Trust. The principal business address of PRIMECAP is 177 East Colorado Boulevard, 11th Floor, Pasadena, California 91105.

If you execute and return the enclosed proxy, or vote by internet or telephone, you may nevertheless revoke your vote at any time before it is used, by written notification to the Trust, executing a later-dated proxy, by delivering a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.

All proxies solicited by the Board of Trustees that are properly executed and received by the Trust’s Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions on the proxies. If no instruction is made on a properly executed proxy, it will be voted FOR the Proposal. All shares that are voted and all votes to WITHHOLD AUTHORITY will be counted towards establishing a quorum, as will broker non-votes (returned proxies for shares held in the name of a broker for which the beneficial owner has not voted and the broker holding the shares does not have discretionary authority to vote on the particular matter).

With respect to shares held in individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA custodian will vote those shares for which it has received instructions from shareholders in accordance with such instructions. If IRA shareholders do not vote their shares, the IRA custodian will vote their shares for them in the same proportion as other IRA shareholders have voted.

A quorum is one third of the interests entitled to vote in person or by proxy at the shareholder meeting. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve a proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those interests present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all interests that they are entitled to vote with respect to the Proposal.

Appendix A to this Proxy Statement shows the number of shares of each investment portfolio of the Trust (each a “Fund”) that are issued and outstanding as of September 1, 2023. Substantial (5% or more) record and/or beneficial ownership of each Fund on September 1, 2023, to the knowledge of the Trust, is detailed in Appendix A. Other than disclosed in Appendix A, to the knowledge of the Trust no other shareholder owned of record or beneficially more than 5% of the outstanding shares of any Fund on that date.

Shareholders of record of the Trust at the close of business on September 1, 2023 will be entitled to vote at the Meeting. Shareholders of a Fund as of that time are entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of the Fund (with proportional fractional votes for fractional shares).

For a free copy of the Trust’s latest annual and/or semiannual reports, contact PRIMECAP at 1‑833‑501‑4705, visit PRIMECAP’s website at www.odysseyfunds.com or write to PRIMECAP Odyssey Funds c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

The Board currently has seven members: Benjamin F. Hammon, Wayne H. Smith, Joseph G. Uzelac, Elizabeth D. Obershaw, J. Blane Grinstead, Michael Glazer, and Joel P. Fried. Mr. Glazer has served on the Board since October 2019 and Mr. Grinstead has served on the Board since March 2019, when they were appointed by the Board in accordance with Section 16(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, their appointments as Trustees were not required to be approved by shareholders.

At a meeting held on August 23, 2023, the Nominating and Governance Committee, which consists solely of Trustees who are not “interested persons” of the Trust (“Independent Trustees”) as defined in the 1940 Act, recommended Mr. Steven Paul Cesinger, Ms. LeSans Heard Montgomery, and Mr. Alfred W. Mordecai for election as additional Trustees of the Trust. The Committee also recommended that Mr. Glazer be nominated for election by shareholders as he had not previously been elected by shareholders. The Board reviewed the recommendation of the Committee, and at a meeting held on August 23, 2023, approved the nomination of Mr. Cesinger, Ms. Montgomery, Mr. Mordecai, and Mr. Glazer for election by shareholders.

The assets managed by the Trust have grown over time, and the broader mutual fund marketplace continues to expand and evolve. After discussion with management of the Trust, the current Trustees have decided to expand the size of the Board to ensure that the Trust’s shareholders continue to be well-served by Trustees in the years ahead. As indicated under “Trustees and Officers” below, Mr. Cesinger and Ms. Montgomery each have considerable business experience, and Mr. Mordecai has significant experience as an executive of PRIMECAP. The Trustees expect that the environment of strong governance of the Trust and protection of the interests of Trust shareholders will continue with the addition of the new Trustees. Two current members of the Board of Trustees, Mr. Hammon and Mr. Grinstead, have indicated their intention to resign as Trustees of the Trust after the election of the new Trustees.

The current members of the Board do not have the power to appoint any of Mr. Cesinger, Ms. Montgomery or Mr. Mordecai as additional Trustees without the approval of the shareholders of the Trust. The 1940 Act provides that an additional Trustee may be appointed by the Board only if, after his or her appointment, at least two thirds of the Trustees have been elected by the shareholders. Mr. Grinstead and Mr. Glazer have previously been appointed to the Board without shareholder approval. As the appointment of any of Mr. Cesinger, Ms. Montgomery or Mr. Mordecai would result in less than two thirds of the Board having been elected by the shareholders of the Trust, any of Mr. Cesinger, Ms. Montgomery, or Mr. Mordecai must be elected by the shareholders in order to serve as a Trustee of the Trust. Section 16(a) of the 1940 Act also requires that if at any time less than a majority of then serving Trustees has been elected by shareholders, then the Trust must, within 60 days, hold a shareholder meeting to elect sufficient Trustees to the Board so that a majority of the Board will have been elected by shareholders.

Vote Required

Each nominee will be elected as a Trustee of the Trust if a majority of the interests of the Funds represented at the meeting (without regard to Fund) vote in favor of electing the nominee, provided a quorum is present (a quorum is one third of the outstanding interests). Mr. Cesinger, Ms. Montgomery, and Mr. Mordecai have indicated that they will be able and willing to serve as Trustees if elected. If for any reason any of them becomes unable to serve before the Meeting, proxies will be voted for a substitute nominated by the Board unless you instruct otherwise. If none of them is approved by shareholders, the Board’s composition will remain the same and the Trustees will not be able to appoint any additional Trustees.

Ratification of the prior appointment of Mr. Glazer requires approval by a majority of the interests represented at the Meeting (without regard to Fund), provided a quorum is present. If shareholders do not ratify the appointment of Mr. Glazer, he would continue to serve on the Board as an Independent Trustee; however, he would not be considered to have been elected by shareholders for purposes of the 1940 Act.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS ELECT THE NOMINEES AS TRUSTEES OF THE TRUST.

Certain information regarding the current Trustees, the nominees for election as an additional Trustees, and the executive officers of the Trust is set forth below. Each Trustee holds office until the Trust is terminated unless he or she resigns or is removed. Any Trustee may resign at any time, and may be removed with or without cause by the vote of the holders of two thirds of the outstanding share of the Trust or two thirds of the other Trustees. Each officer serves until he or she resigns or is removed by the Board of Trustees.

Executive Officers

The Board of Trustees

The Board met four times during the fiscal year ended October 31, 2022. During the fiscal year, all of the current Trustees attended 100% of the Board’s meetings and the meetings of the committees on which they served.

Additional Information Concerning the Board of Trustees

The Board of Trustees has responsibility for the overall management and operations of the Trust. The Board establishes the Trust’s policies and meets regularly to review the activities of the officers, who are responsible for day-to-day operations of the Trust.

The current Trustees were selected with a view towards establishing a Board that would have the broad experience needed to oversee a registered investment company comprised of multiple series. As a group, the Board has extensive experience in many different aspects of the financial services and asset management industries.

The Trustees were selected to join the Board based upon the following factors, among others: character and integrity; willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; as to each Trustee other than Mr. Fried satisfying the criteria for not being classified as an “interested person” of the Trust as defined in the 1940 Act and, as to Mr. Fried, his position with PRIMECAP Management Company, the investment advisor to the Trust. In addition, the following specific experience, qualifications, attributes, and/or skills apply as to each Trustee: Mr. Hammon, executive experience with Salomon Smith Barney, an investment bank and brokerage firm (1963 - 1998); Mr. Smith, executive and financial officer experience with Avery Dennison Corporation, a publicly traded operating company (1979 - 2002); Mr. Uzelac, executive experience with Lehman Brothers Global Investment Bank, an investment bank and brokerage firm (1988 - 2007); Ms. Obershaw, senior executive experience with Horsley Bridge Partners, an investment advisor (2007 - 2021), and experience as chief investment officer of Hewlett-Packard Company, a publicly traded operating company (1991 - 2007); Mr. Grinstead, senior executive experience as director of benefit investments and chief investment officer of Caterpillar Inc., a publicly traded operating company (1979 - 2012); Mr. Fried, investment management experience as an executive and portfolio manager with PRIMECAP Management Company (1986 - present); and Mr. Glazer,

legal experience with registered investment companies as a partner and senior counsel with Morgan, Lewis & Bockius LLP (2014 - September 2019) and other law firms (1988 - 2014).

The following specific experience, qualifications, attributes, and/or skills apply to each Trustee nominee: Mr. Cesinger, senior executive and financial officer experience with Valor Hospitality Partners (2012 - present); Ms. Montgomery, finance and management experience as a licensed realtor and real estate consultant at RE/MAX Select Realty and other firms (2004 - present) and strategic planning and business experience from positions with various companies (1989 - 2002); and Mr. Mordecai, investment management experience as an executive and portfolio manager with PRIMECAP Management Company (1997 - present).

In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition, seeking to ensure that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the series of the Trust. The summaries set forth above as to the qualifications, attributes, and skills of the Trustees are required by the registration form adopted by the Commission, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case.

The Independent Trustees currently comprise 86% of the Board, and Benjamin Hammon, an Independent Trustee, serves as Chairman of the Board. The Chairman serves as a key point person for dealings between the Trust’s management and the other Independent Trustees. Mr. Hammon has indicated his intention to resign from the Board of Trustees after the election of the new Trustees, and the Board intends to elect Elizabeth Obershaw, an Independent Trustee, as the Chairman of the Board upon Mr. Hammon’s resignation.Through the committees of the Board, the Independent Trustees consider and address important matters involving each Fund, including those presenting conflicts or potential conflicts of interest. The Independent Trustees also regularly meet outside the presence of management. The Board has determined that its organization and leadership structure are appropriate in light of its fiduciary and oversight obligations and the special obligations of the Independent Trustees. The Board believes that its structure facilitates the orderly and efficient flow of information to the Independent Trustees from management.

Trustee Ownership of Securities

As of January 31, 2023, Trustees, Trustee Nominees and officers of the Trust, including Mr. Cesinger, Ms. Montgomery, and Mr. Mordecai as a group beneficially owned less than one percent of the outstanding shares of each of the PRIMECAP Odyssey Stock Fund, the PRIMECAP Odyssey Growth Fund, and the PRIMECAP Odyssey Aggressive Growth Fund.

Board Committees

The Board has adopted the following procedures by which shareholders may recommend nominees to the Board of Trustees. While the Nominating Committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the Board, so long as the shareholder or shareholder group submitting a proposed nominee (1) beneficially owns more than 5% of the Trust’s voting shares; (2) has held such shares continuously for two years; and (3) is not an adverse holder (i.e., the shareholder or shareholder group has acquired such shares in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the Trust). Such suggestions must be sent in writing to the Trust’s Secretary and must be accompanied by the shareholder’s contact information, the nominee’s contact information and number of Fund shares owned by the nominee, all information regarding the nominee that would be required to be disclosed in solicitations of proxies for elections of directors required under the Securities Exchange Act of 1934, as amended, and a notarized letter from the nominee stating his or her intention to serve as a nominee and be named in the Trust’s proxy statement, if so designated by the Nominating Committee and the Board of Trustees.

Risk Management

Consistent with its responsibility for oversight of the Trust in the interests of shareholders, the Board among other things oversees risk management of the Funds’ investment programs and business affairs directly and through the Audit Committee. The Board has emphasized to PRIMECAP Management Company the importance of maintaining vigorous risk management programs and procedures.

The Trust faces a number of risks, such as investment risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, and legal, compliance, and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance, or reputation of the Trust or a Fund. Under the overall supervision of the Board, PRIMECAP Management Company and other service providers to the Trust employ a variety of processes, procedures, and controls to identify various of those possible events or circumstances, to ensure such risks are appropriate, and where appropriate to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures, and controls are employed with respect to different types of risks. Various personnel, including the Trust’s Chief Compliance Officer, management of PRIMECAP Management Company, and other service providers (such as the Trust’s independent registered public accounting firm) make periodic reports to the Board or to the Audit Committee with respect to various aspects of risk management. The Board recognizes that not all risks that may affect the Trust can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ investment objectives, and that the processes, procedures, and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.

Trustee Compensation

Solicitation of Proxies

In addition to solicitation of proxies by mail, certain officers of the Trust, officers and employees of PRIMECAP, or other representatives of the Trust, who will not be paid for their services, may also solicit proxies by telephone or in person. The Trust has engaged Broadridge to assist in the solicitation of proxies. The services to be provided by Broadridge include solicitation, tabulation, web hosting, printing, and mailing. The Shareholders will pay for the expenses incident to the solicitation of proxies in connection with the Meeting, which expenses include the fees and expenses of tabulating the results of the proxy solicitation and the fees and expenses of Broadridge. The Shareholders also will reimburse upon request persons holding shares as nominees for their reasonable expenses in sending soliciting materials to their principals. The anticipated expenses incurred in connection with preparing the proxy statement and its enclosures and all related legal and solicitation expenses are approximately $502,000 and will be paid by the Funds.

Voting Procedures

You can vote by mail, on the Internet or by phone by following the instructions on your proxy card, or in person at the Meeting. To vote by mail, sign and send us the enclosed proxy card in the envelope provided. Please sign the proxy card according to the following instructions:

To vote by phone, please call the toll-free number printed on your proxy card and following the recorded instructions. To vote online, please visit the website found on your proxy card and following the online instructions.

Each voting interest will be entitled to one vote. “Voting interests” means the number of shares of the Funds outstanding multiplied by the net asset value per share of such shares voted in the aggregate.

Quorum and Adjournment

One third of the voting interests of the Trust entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business for the Trust at the Meeting.

If a quorum is not present or sufficient votes in favor of the proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to the proposal. In addition, if the persons named as proxies determine it is advisable to defer action on proposal the persons named as proxies may propose one or more adjournments of the Meeting in order to defer action on the proposal as they deem advisable.

Investment Adviser

Pasadena, CA 91105

Administrator

Milwaukee, Wisconsin 53202

Principal Underwriter

Denver, Colorado 80203

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (the “Auditor”) serves as the independent registered public accounting firm for the Trust. The Auditor provides audit services and tax return preparation and assistance. Its office is located at 601 South Figueroa Street, Suite 900, Los Angeles, California 90017.

For each Fund’s two most recent fiscal years ended 2021 and 2022, as appropriate, aggregate fees billed by the Auditor for the audit of the Fund’s annual financial statements and services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for those two fiscal years were $142,888 and $156,071, respectively.

The Auditor did not perform any assurance or services related to the performance of the audits of each Fund’s financial statements for the two most recent fiscal years ended 2021 and 2022, as appropriate, which are not set forth under “Audit Fees” above.

The Auditor prepared each Fund’s federal and state income tax returns for the two most recent fiscal years ended in 2021 and 2022, as appropriate. Aggregate fees billed to the Trust by the Auditor for professional services for tax compliance, tax advice, and tax planning were $17,526 and $18,927, respectively. All of these fees were required to be approved by the Audit Committee.

The Auditor neither performed services for the Trust nor delivered any products to the Trust for each Fund’s two most recent fiscal years ended in 2021 or 2022, as appropriate, other than as set forth above.

The Audit Committee Charter requires pre-approval by the Trust of all audit and permissible non-audit services to be provided to the Trust by the Auditor, including fees. Accordingly, all of these non-audit services were required to be pre-approved, and all of these non-audit services were pre-approved by the Audit Committee.

For each Fund’s two most recent fiscal years ended in 2021 and 2022, as appropriate, the Auditor did not bill for any non-audit fees except for the preparation of each Fund’s federal and state income tax returns for such fiscal years as set forth above, and did not bill the Funds’ investment adviser or any affiliate that provided ongoing services to the Fund for any non-audit fees.