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

Nuveen is holding a virtual annual meeting on April 12, 2024, to elect board members for various funds.

Summary

• Nuveen is holding an Annual Meeting of Shareholders on April 12, 2024, at 2:00 p.m. Central Time.
• The meeting will be entirely virtual, conducted online via live webcast.
• Shareholders will vote to elect Board Members for various Nuveen funds.
• For some funds (Credit Strategies, Floating Rate Income, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities, and Virginia Municipal), shareholders will elect three Class III Board Members and preferred shareholders will elect two additional Board Members.
• For Multi-Market Income, shareholders will elect four Class I, four Class II, and four Class III Board Members.
• For all other funds, shareholders will elect four Class III Board Members.
• Shareholders of record as of January 19, 2024, are entitled to notice of and to vote at the Annual Meeting.
• The Joint Proxy Statement is first being mailed to shareholders on or about February 29, 2024.
• The Board unanimously recommends that shareholders vote FOR the election of the nominees.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement, indicating a neutral to slightly positive sentiment due to standard corporate governance practices.

Positives

• The meeting is being held virtually, allowing for broader participation.
• Shareholders have multiple options for voting: mail, telephone, or internet.
• The Board of Trustees is providing clear recommendations on how to vote.
• Independent Board Members receive a $350,000 annual retainer, plus additional retainers for committee memberships.

Negatives

• The meeting is virtual only, which may exclude some shareholders who prefer in-person meetings.
• Holdover Trustees: For Multi-Market Income, Board Members Moschner and Thornton (the Class III Trustees) stood for election at the annual meeting of shareholders held on April 6, 2021 (the 2021 Shareholder Meeting). No trustee nominee received the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter at Multi-Market Incomes 2021 Shareholder Meeting.

Risks

• Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense.
• Under each Funds by-laws, the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to serve as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place.

Future Outlook

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings.

Management Comments

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

Industry Context

This announcement is typical for registered investment companies, ensuring compliance with regulatory requirements for shareholder voting and corporate governance.

Comparison to Industry Standards

• The structure of the Board with independent Co-Chairs aligns with best practices in corporate governance for investment companies.
• The committee structure (Executive, Audit, Nominating and Governance, etc.) is standard for fund complexes of this size, mirroring structures at companies like BlackRock and Vanguard.
• The compensation structure for independent board members is competitive with industry norms, comparable to similar roles at Invesco and Franklin Templeton.

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 voting.
• The election of qualified Board Members is intended to benefit shareholders by ensuring effective oversight of fund management.

Next Steps

• Shareholders should review the proxy statement and vote on the election of Board Members.
• Attend the virtual Annual Meeting on April 12, 2024, to participate in discussions and vote.

Key Dates

Keywords

Annual Meeting, Board of Trustees, Shareholders, Nuveen Funds, Election, Proxy Statement, Virtual Meeting, Board Members