DEF 14A: First Trust Funds to Hold Joint Annual Shareholder Meetings to Elect Trustees
Definitive Proxy Statement
First Trust Senior Floating Rate Income Fund II and First Trust High Yield Opportunities 2027 Term Fund are holding joint annual meetings on September 9, 2024, to elect two Class II Trustees.
Summary
- First Trust Senior Floating Rate Income Fund II and First Trust High Yield Opportunities 2027 Term Fund will hold a Joint Annual Meeting of Shareholders on September 9, 2024.
- The primary purpose of the meeting is to elect two Class II Trustees for each fund, with Denise M. Keefe and Niel B. Nielson nominated for the positions.
- Shareholders of record as of July 19, 2024, are entitled to vote.
- The Board of Trustees recommends that shareholders vote FOR the election of each nominee.
- The proxy statement provides details on the nominees, continuing trustees, board structure, compensation, and other relevant information.
- The document also outlines the process for shareholders to submit proposals for the 2025 annual meeting.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The Board's recommendation to vote for the nominees suggests a positive outlook on the candidates' qualifications.
Positives
- The Board of Trustees unanimously recommends voting FOR the election of the nominated trustees, suggesting confidence in their abilities.
- The document provides detailed information about the trustees, their qualifications, and their roles within the First Trust Fund Complex, promoting transparency.
- The unitary board structure is highlighted as promoting efficiency and consistency in the governance and oversight of all First Trust Funds.
Risks
- The document mentions the Funds and their service providers are susceptible to potential operational risks through breaches in cyber security.
- The document states that not all risks that may affect the Funds can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects.
- The document states that it may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Funds or the Advisor or other service providers.
Future Outlook
The document outlines the process for shareholders to submit proposals for the 2025 annual meeting, indicating a continuation of the Funds governance practices.
Management Comments
- James A. Bowen, Chairman of the Boards, emphasizes the importance of shareholder participation and encourages shareholders to vote on the enclosed proxy card.
- The Board of Trustees of each Fund has determined that the use of this Joint Proxy Statement is in the best interests of the Fund in light of the same matter being considered and voted on by shareholders.
Industry Context
The document reflects standard corporate governance practices for registered investment companies, including the election of trustees and shareholder communication.
Comparison to Industry Standards
- The structure of the Board of Trustees, with a mix of Independent and Interested Trustees, is a common practice in the investment company industry.
- The establishment of standing committees such as the Audit Committee, Nominating and Governance Committee, and Valuation Committee aligns with industry best practices for corporate governance.
- The disclosure of fees paid to the independent auditors and the pre-approval process for audit and non-audit services are in line with regulatory requirements and industry standards.
- The unitary board leadership structure is a governance model used by First Trust Funds to promote efficiency and consistency in the governance and oversight of all First Trust Funds and reduces the costs, administrative burdens and possible conflicts that may result from having multiple boards.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Role | Ms. Keefe was appointed to serve as the Vice Chair of the Audit Committee, effective March 12, 2024. | March 12, 2024 | Enhances the oversight and expertise of the Audit Committee. |
| Committee Role | Mr. Kadlec was appointed to serve as the Vice Lead Independent Trustee, effective March 12, 2024. | March 12, 2024 | Provides additional leadership and support to the Lead Independent Trustee. |
| Trustee Retirement Age | The Board has adopted a mandatory retirement age of 75 for Independent Trustees. | N/A | Ensures a continuous influx of new perspectives and expertise on the Board. |
Stakeholder Impact
- Shareholders are directly impacted by the election of trustees, as the Board oversees the management and performance of the Funds.
- The document provides transparency and information to shareholders, enabling them to make informed voting decisions.
- The Funds operations and performance impact employees of First Trust Advisors and other service providers.
Next Steps
- Shareholders are urged to complete, sign, date, and return the proxy card as soon as possible.
- The Joint Annual Meetings of Shareholders will be held on September 9, 2024, to vote on the election of trustees.
- The Board will continue to oversee the Funds activities, review contractual arrangements, and ensure compliance with regulatory requirements.
Key Dates
| Date | Description |
|---|---|
| June 22, 2023 | Date the By-Laws of each Fund were amended and restated. |
| September 10, 2023 | Bronwyn Wright was appointed Trustee of various then-existing funds in the First Trust Fund Complex. |
| December 11, 2023 | The Board of Trustees most recently reviewed the Audit Committee charter. |
| January 1, 2024 | Effective date of the increase in the fixed annual retainer paid to the Independent Trustees. |
| February 8, 2024 | Morgan Stanley and MSSB filed Amendment No. 3 to Schedule 13G with the SEC regarding First Trust High Yield Opportunities 2027 Term Fund. |
| February 9, 2024 | Morgan Stanley and MSSB filed Schedule 13G with the SEC regarding First Trust Senior Floating Rate Income Fund II. |
| February 9, 2024 | LPL Financial LLC filed Amendment No. 2 to Schedule 13G with the SEC. |
| March 6, 2023 | Ms. Wright resigned from the board of directors of First Trust Global Portfolios Management Limited. |
| March 12, 2024 | Effective date for the selection of a Vice Lead Independent Trustee and changes to committee roles. |
| April 18, 2024 | One late Form 3 was filed for Derek D. Maltbie, the Treasurer, Chief Financial Officer and Chief Accounting Officer of each Fund. |
| May 31, 2024 | Fiscal year end for each Fund. |
| July 19, 2024 | Record date for determining shareholders entitled to notice of and to vote at the Meeting. |
| July 23, 2024 | Audit Committee reviewed and discussed the audited financial statements of each Fund for the fiscal year ended May 31, 2024. |
| July 31, 2024 | Date of the Joint Proxy Statement. |
| August 1, 2024 | Date the Definitive Proxy Statement was filed with the Securities and Exchange Commission. |
| August 9, 2024 | Approximate date the Joint Proxy Statement and proxy card will first be mailed to shareholders. |
| September 9, 2024 | Date of the Joint Annual Meetings of Shareholders. |
| April 14, 2025 | Deadline for shareholders to submit proposals for inclusion in the 2025 proxy statement. |
Keywords
Trustees, Shareholders, First Trust, Election, Fund, Meeting, Proxy
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