DEF 14A: Nuveen Funds Announce Annual Shareholder Meeting to Elect Board Members

Nuveen is holding a virtual annual meeting for shareholders of several of its funds on April 12, 2024, to elect members to the Board of Trustees.

Summary

• Nuveen is holding an annual meeting of shareholders for sixteen of its funds on April 12, 2024.
• The meeting will be entirely virtual and conducted online via live webcast.
• Shareholders of record as of January 19, 2024, are entitled to notice of and to vote at the meeting.
• The primary purpose of the meeting is to elect members to the Board of Trustees for each fund.
• For some funds (Credit Strategies, Floating Rate Income, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities, and Virginia Municipal), shareholders will elect five Board Members, with Common and Preferred shareholders voting together for three positions and Preferred shareholders voting separately for two positions.
• For Multi-Market Income, shareholders will elect twelve Board Members.
• For the remaining funds, shareholders will elect four Class III Board Members.
• Shareholders can vote by mail, telephone, or over the Internet.
• The Joint Proxy Statement is first being mailed to shareholders on or about February 29, 2024.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive aspects include the accessibility of the virtual meeting and the multiple voting options. There are no significant negative aspects or risks highlighted in the document.

Positives

• The meeting is being held virtually, allowing for broader participation from shareholders.
• Shareholders have multiple options for voting, including mail, telephone, and internet.
• The document provides clear instructions on how to participate in the virtual meeting and how to vote.
• The Board of Trustees is recommending that shareholders vote FOR the election of the nominees.

Risks

• Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense.

Future Outlook

The document outlines the process for the upcoming annual meeting and provides information for shareholders to participate and vote, but does not contain specific forward-looking statements about the funds' future financial performance.

Management Comments

• The Board unanimously recommends that shareholders vote FOR the election of the nominees.

Industry Context

This announcement is a routine part of corporate governance for investment funds, ensuring shareholders have a voice in the election of the Board of Trustees, which oversees the fund's operations and management.

Comparison to Industry Standards

• The structure of the board and committees is typical for closed-end funds, aligning with industry best practices for governance and oversight.
• The virtual meeting format is increasingly common, reflecting a trend towards greater accessibility and cost-effectiveness.
• The disclosure of board member compensation and ownership stakes aligns with regulatory requirements and promotes transparency.

Legal Proceedings

• On January 14, 2021, a shareholder of certain Nuveen closed-end funds (the Subject Funds) filed a civil complaint in the U.S. District Court for the Southern District of New York (the District Court) against the Subject Funds and their trustees, seeking a declaration that the Subject Funds Control Share Provision violates the 1940 Act and rescission of the Subject Funds Control Share Provision.
• On February 18, 2022, the District Court granted summary judgment in favor of the plaintiff on its claims for rescission and declaratory judgment.
• Following careful review of the judgment of the District Court, on February 24, 2022, the Board of Trustees amended the by-laws of the Subject Funds and all other Nuveen closed-end funds whose by-laws include a Control Share Provision, including the Funds included in this Joint Proxy Statement, to provide that the Control Share Provision shall be of no force and effect for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Control Share Provision will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court.
• As a result, the Funds Control Share Provision will not be in effect with respect to this meeting.
• On November 30, 2023, the U.S. Court of Appeals for the Second Circuit affirmed the District Courts decision.

Stakeholder Impact

• Shareholders have the opportunity to influence the governance of the funds through the election of Board Members.
• The outcome of the vote can impact the strategic direction and oversight of the funds, potentially affecting investment performance and shareholder value.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• Shareholders can attend the virtual annual meeting on April 12, 2024, to participate in the proceedings.

Key Dates

Keywords

shareholder meeting, board of trustees, proxy statement, Nuveen funds, election of board members, virtual meeting, investment funds