DEF 14A: Nuveen Funds Announce Annual Shareholder Meeting to Elect Board Members
Proxy Statement
Nuveen is holding a virtual annual meeting for shareholders of various funds on April 12, 2024, to elect board members and address other business.
Summary
- Nuveen is holding an annual meeting of shareholders for several of its funds on April 12, 2024.
- The meeting will be held virtually.
- Shareholders will vote 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 three Class III Board Members and preferred shareholders will separately elect two Board Members.
- For Multi-Market Income, shareholders will elect four Class I, four Class II, and four Class III Board Members.
- For other funds, shareholders will elect four Class III Board Members.
- Shareholders of record as of January 19, 2024, are entitled to notice and to vote at the meeting.
- The proxy statement is first being mailed to shareholders on or about February 29, 2024.
- The Board of each Fund recommends voting FOR the election of the nominees.
- Independent Board Members receive a $350,000 annual retainer, plus additional retainers for committee memberships.
- The Funds do not have retirement or pension plans.
- The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating and Governance Committee and the Closed-End Fund Committee.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, so the sentiment is neutral to positive. The board recommends voting for the nominees, which suggests a stable and well-functioning governance structure.
Positives
- The meeting is being held virtually, which may increase accessibility for shareholders.
- Shareholders have multiple options for voting: by mail, telephone, or over the Internet.
- The Board is recommending a 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
Management does not anticipate any other business items at the Annual Meetings but reserves the right to vote proxies on any matters that properly come before the meeting.
Management Comments
- The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
- The Board unanimously recommends that shareholders vote FOR the election of the nominees.
Industry Context
This announcement is typical for registered investment companies, as they are required to hold annual meetings to elect board members and address other corporate governance matters.
Comparison to Industry Standards
- The board structure and committee system are consistent with industry best practices for fund governance.
- The compensation structure for independent board members is within the typical range for closed-end funds of similar size and complexity.
- The virtual meeting format aligns with the increasing trend of online shareholder meetings.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Co-Chair of the Board | N/A | Thomas J. Kenny | January 1, 2024 | Election by the Board Members |
| Co-Chair of the Board | N/A | Terence J. Toth | January 1, 2024 | Election by the Board Members |
| Co-Chair of the Board | N/A | Robert L. Young | July 1, 2024 | Election by the Board Members |
| Consultant to the Board | N/A | Joseph A. Boateng | January 1, 2024 | Appointment by the Board |
| Consultant to the Board | N/A | Michael A. Forrester | January 1, 2024 | Appointment by the Board |
| Consultant to the Board | N/A | Loren M. Starr | January 1, 2024 | Appointment by the Board |
| Board Member | N/A | Thomas J. Kenny | January 1, 2024 | Appointment by the Board |
| Board Member | N/A | Loren M. Starr | January 1, 2024 | Appointment by the Board |
Legal Proceedings
- A shareholder filed a civil complaint regarding the Control Share Provision, which was subsequently amended to be of no force and effect while the judgment is effective.
- The U.S. Court of Appeals for the Second Circuit affirmed the District Courts decision on November 30, 2023.
Stakeholder Impact
- Shareholders have the opportunity to elect board members who will oversee the management of the funds.
- The outcome of the vote on board members could impact the future performance and governance of the funds.
Next Steps
- Shareholders should review the proxy statement and vote on the proposals.
- The Board will hold the Annual Meeting on April 12, 2024.
- The Board will announce the results of the shareholder vote.
Key Dates
| Date | Description |
|---|---|
| January 19, 2024 | Shareholders of record date for notice and voting at the Annual Meeting. |
| February 27, 2024 | Date of the notice of the Annual Meeting and Joint Proxy Statement. |
| February 29, 2024 | Approximate date of first mailing of the Joint Proxy Statement to shareholders. |
| April 12, 2024 | Date of the Annual Meeting of Shareholders. |
| November 1, 2024 | Deadline for receipt of shareholder proposals for presentation at the 2025 annual meeting. |
| December 1, 2024 | Earliest date for submission of written notice of a proposal submitted outside of the process of Rule 14a-8 for the Annual Meeting. |
| December 16, 2024 | Latest date for submission of written notice of a proposal submitted outside of the process of Rule 14a-8 for the Annual Meeting. |
Keywords
Annual Meeting, Shareholders, Board of Trustees, Proxy Statement, Nuveen Funds, Election of Board Members, Virtual Meeting
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