DEFA14A: Nuveen Funds Receive Support from Glass Lewis in Proxy Fight Against Saba Capital

Glass Lewis, a leading independent proxy advisory firm, recommends shareholders vote for Nuveen's Board nominees and rejects Saba Capital's nominee for several Nuveen closed-end funds.

Summary

• Nuveen announced that Glass Lewis, a proxy advisory firm, recommends shareholders vote FOR Nuveen's Board nominees for several closed-end funds: Nuveen Real Asset Income and Growth Fund (JRI), Nuveen Core Plus Impact Fund (NPCT), Nuveen Multi-Asset Income Fund (NMAI) and Nuveen Variable Rate Preferred & Income Fund (NPFD).
• Glass Lewis rejected the nominee submitted by Saba Capital Management, L.P., a dissident shareholder.
• Glass Lewis cited the incumbent trustees' attention to the funds' discount to NAV and the lack of a compelling plan from Saba to create value for shareholders.
• Glass Lewis also expressed concern about Saba's nominee's lack of experience with closed-end funds and potential short-term interests that could negatively impact long-term shareholders.
• Nuveen urges shareholders to vote FOR their trustees on the WHITE proxy card and disregard any materials from Saba.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the support from Glass Lewis, but the ongoing proxy fight introduces some uncertainty.

Positives

• Glass Lewis's support validates Nuveen's stewardship and commitment to shareholders.
• The rejection of Saba's nominee mitigates the risk of short-term actions that could harm long-term shareholders.
• Glass Lewis recognized that the dissidents candidate had no credible experience or plan, and that the true aim of this fight is to force short-term changes that would harm the funds and their shareholders in the long term.

Negatives

• The proxy fight with Saba Capital indicates potential shareholder dissatisfaction or disagreement with Nuveen's strategies.
• The existence of a discount to NAV suggests potential underperformance or market perception issues for the funds.

Risks

• Saba Capital may continue to pursue actions to influence the funds' management or strategy.
• The discount to NAV may persist or widen, impacting shareholder returns.
• Shareholder uncertainty during the proxy fight could lead to market volatility.

Future Outlook

Nuveen aims to continue protecting shareholders' best interests and delivering attractive, reliable distributions.

Management Comments

• 'We appreciate Glass Lewis for its recognition of Nuveens stewardship and deep commitment to advancing the interests of shareholders,' said Dave Lamb, Head of Nuveen Closed-End Funds.
• Dave Lamb stated that the Trustees are highly qualified and devoted to ensuring that each of these funds achieves their investment objective and delivers the attractive, reliable distributions that matter most to closed-end fund investors.
• Dave Lamb stated that Glass Lewis recognized that the dissidents candidate had no credible experience or plan, and that the true aim of this fight is to force short-term changes that would harm the funds and their shareholders in the long term.

Industry Context

Proxy fights are becoming increasingly common in the closed-end fund space as activist investors seek to unlock value or influence fund strategies. Glass Lewis's recommendations carry significant weight with institutional investors and can influence the outcome of shareholder votes.

Comparison to Industry Standards

• Glass Lewis is a leading independent proxy advisory firm, similar to Institutional Shareholder Services (ISS), and their recommendations are widely followed by institutional investors.
• Saba Capital Management, L.P. is an activist investor known for engaging in proxy fights with closed-end funds, similar to other firms like Bulldog Investors.

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the proxy vote and the future direction of the funds.
• The funds' management and employees are affected by the potential changes in board composition and strategy.

Next Steps

• Shareholders will vote on the Board nominees at the annual meetings on May 15, 2024.
• Nuveen will continue to engage with shareholders to advocate for their Board nominees.

Key Dates

Keywords

Nuveen, Glass Lewis, Saba Capital, Proxy Fight, Closed-End Funds, Board Nominees, Discount to NAV, Shareholders