DEF 14A: Eaton Vance Trust Schedules Annual Meeting for Trustee Vote

Eaton Vance Floating-Rate Income Trust announces its Annual Meeting of Shareholders on March 11, 2026, primarily for the election of three Class I Trustees.

Summary

• The Annual Meeting of Shareholders for Eaton Vance Floating-Rate Income Trust will be held on Wednesday, March 11, 2026, at 12:00 p.m. (Eastern Time) at the Fund's principal office in Boston, Massachusetts.
• The primary purpose of the meeting is to consider the election of three Class I Trustees: Cynthia E. Frost, Nancy Wiser Stefani, and Scott E. Wennerholm, who are to be elected by holders of Common Shares and Variable Rate Term Preferred Shares (VRTPS) voting together as a single class.
• The Board of Trustees recommends that shareholders vote FOR the election of all nominated Trustees.
• The record date for determining shareholders entitled to notice of and to vote at the Annual Meeting was fixed as the close of business on December 30, 2025.
• As of December 30, 2025, there were 26,578,058 common shares and 800 variable rate term preferred shares outstanding.
• Total estimated proxy solicitation costs are approximately $11,000.
• A late Form 3 was filed on behalf of Peter Campo, who was added as a Portfolio Manager of the Fund as of June 12, 2025, due to administrative errors regarding Section 16(a) reports.

Sentiment

Score: 6

Explanation: The filing is neutral in tone, primarily administrative and governance-focused. The positive aspects relate to robust governance structures and experienced trustees, while the late Section 16(a) filing is a minor administrative negative. No significant financial or operational news is presented to sway sentiment strongly.

Positives

• The Board of Trustees is composed entirely of nine noninterested Trustees, enhancing independent oversight and corporate governance.
• The Board has established six specialized committees (Audit, Contract Review, Governance, Portfolio Management, Compliance Reports and Regulatory Matters, and Closed-End Fund Committee) to provide comprehensive oversight of various aspects of the Fund's operations.
• The Governance Committee actively considers overall diversity, including gender, racial, backgrounds, skills, and experiences, when identifying Trustee candidates, with six of the nine noninterested Trustees contributing to gender and/or racial diversity.
• Trustees possess extensive professional experience in financial services, asset management, investment consulting, accounting, and legal fields, contributing to robust board expertise.

Negatives

• A late Form 3 was filed for Peter Campo, a new Portfolio Manager, due to administrative errors regarding Section 16(a) reports.
• None of the Trustees attended the Fund's 2025 Annual Meeting of Shareholders.

Risks

• The Fund is subject to a number of risks, including investment, compliance, operational, and valuation risks.
• It is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects.
• It is necessary to bear certain risks (such as investment-related risks) to achieve the Fund's goals.

Future Outlook

The filing primarily concerns a routine annual meeting for trustee elections and does not provide specific forward-looking statements or guidance on the Fund's financial performance or strategic direction beyond the election process.

Management Comments

• "I hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented." Kenneth A. Topping, President.
• "Shareholders can help avoid the necessity and additional expense to the Fund(s) of further solicitations by promptly returning the enclosed proxy card(s)." Notice of Annual Meeting.

Industry Context

This is a standard DEF 14A filing for a closed-end fund, Eaton Vance Floating-Rate Income Trust, which is part of the larger Eaton Vance fund complex, an indirect wholly-owned subsidiary of Morgan Stanley. The filing reflects routine corporate governance practices, including the election of trustees and oversight of fund operations, consistent with regulatory requirements for publicly traded investment companies. The emphasis on noninterested trustees and robust committee structures aligns with best practices in fund governance aimed at protecting shareholder interests.

Comparison to Industry Standards

• The Board's composition of nine noninterested Trustees aligns with strong corporate governance practices, often exceeding the minimum independence requirements for investment companies.
• The establishment of six specialized committees (Audit, Contract Review, Governance, Portfolio Management, Compliance Reports and Regulatory Matters, Closed-End Fund) demonstrates a comprehensive oversight structure, comparable to leading practices in the investment fund industry.
• The explicit consideration of diversity (gender, racial, backgrounds, skills, experiences) in Trustee selection by the Governance Committee reflects a modern approach to board composition, increasingly recognized as beneficial for decision-making and risk management in the financial sector.
• The detailed disclosure of Trustee compensation and ownership, including deferred compensation plans, provides transparency consistent with industry best practices for public funds.
• The pre-approval policies for audit and non-audit services by the independent registered public accounting firm, as well as the Audit Committee's role in evaluating auditor independence, adhere to stringent regulatory standards like the Sarbanes-Oxley Act and SEC rules.

Management Changes

Corporate Governance

Related Party Transactions

• Eaton Vance, serving as the investment adviser and administrator to the Fund, is an indirect, wholly owned subsidiary of Morgan Stanley.
• Officers of the Fund, due to their positions with Eaton Vance Management and ownership of Morgan Stanley stock, will benefit from any advisory and/or administration fees paid by the Fund to Eaton Vance.
• Deloitte & Touche LLP, the Fund's independent registered public accounting firm, billed Eaton Vance and its affiliates $18,490 for non-audit services for both the fiscal years ended May 31, 2025, and May 31, 2024.

Stakeholder Impact

• Shareholders are directly impacted by the request to vote on Trustee elections, which is a fundamental aspect of their corporate governance rights.
• Officers of the Fund, who are affiliated with Eaton Vance, benefit financially from the advisory and administration fees paid by the Fund, aligning their interests with the Fund's performance under Eaton Vance's management.
• Trustees are subject to compensation structures and a retirement policy designed to ensure experienced and independent oversight.
• Service providers, such as Eaton Vance and Deloitte & Touche LLP, have their roles, fees, and independence reviewed and disclosed, impacting their ongoing relationship with the Fund.

Next Steps

• Shareholders are requested to vote on the election of three Class I Trustees at the Annual Meeting on March 11, 2026.
• Shareholders will consider and act upon any other matters that may properly come before the Annual Meeting.
• Shareholders wishing to submit proposals for the Fund's 2027 Annual Meeting must do so by September 29, 2026, under Rule 14a-8, or between November 11, 2026, and December 11, 2026, for proposals submitted outside Rule 14a-8 processes.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting, primarily focused on corporate governance matters such as the election of trustees. It does not contain any material financial performance updates, strategic announcements, or significant operational changes that would typically influence the share price. The information provided is standard for maintaining regulatory compliance and board oversight. Therefore, a "hold" recommendation is appropriate as there is no new information to warrant a change in investment stance based solely on this filing.

Keywords

Eaton Vance, Floating-Rate Income Trust, DEF 14A, Proxy Statement, Annual Meeting, Trustee Election, Corporate Governance, Investment Fund, SEC Filing, Shareholder Vote, Board of Trustees, Closed-End Fund