DEF: Western Asset Municipal High Income Fund Inc. Announces Annual Meeting of Stockholders

Western Asset Municipal High Income Fund Inc. will hold its annual meeting of stockholders on April 14, 2025, to vote on the election of directors and the ratification of the independent registered public accountants.

Summary

• Western Asset Municipal High Income Fund Inc. (NYSE: MHF) will hold its Annual Meeting of Stockholders on April 14, 2025, in New York.
• Stockholders will vote on two proposals: electing two Class II Directors and ratifying PricewaterhouseCoopers LLP (PwC) as the independent registered public accountants for the fiscal year ending October 31, 2025.
• The record date for determining stockholders eligible to vote is February 7, 2025.
• The Board of Directors recommends voting FOR both the election of the director nominees and the ratification of PwC.
• At the Record Date, the Fund had outstanding 21,657,491 shares of Common Stock.
• The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne by the Fund and are expected to be approximately $14,576.
• Stockholder proposals for the 2026 Annual Meeting must be received by November 7, 2025.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The Board's recommendations are positive, but the overall sentiment is driven by the routine nature of the information.

Positives

• The Board of Directors is actively engaged in overseeing the management and operations of the Fund.
• The Audit Committee is composed entirely of Independent Directors and is actively involved in overseeing the Funds financial reporting and compliance.
• The Board recommends voting FOR both proposals.

Risks

• The Fund is subject to the Maryland Control Share Acquisition Act, which could restrict the voting rights of certain stockholders who acquire control shares.
• The Board's risk management oversight is subject to substantial limitations.
• The Fund's bylaws provide that the MCSAA will not apply to any acquisition or proposed acquisition of shares of stock of the Fund by any company that, in accordance with the 1940 Act or SEC exemptive order or other regulatory relief or guidance, votes the shares held by it in the same proportion as the vote of all other holders of such security or all securities.

Future Outlook

The Board intends to continue overseeing the management and operations of the Fund and ensuring compliance with legal and regulatory requirements.

Management Comments

• The Board of Directors unanimously recommends that stockholders of the Fund vote FOR each of the nominees and FOR the ratification of the selection of PwC as the independent registered public accountants.

Industry Context

This is a standard proxy statement for a registered investment company, covering routine matters such as the election of directors and the ratification of auditors.

Comparison to Industry Standards

• The director compensation and audit fees appear to be within the typical range for closed-end funds of similar size and complexity.
• The corporate governance practices, such as having an independent chair and a majority of independent directors, align with industry best practices.
• The fund complex has 17 portfolios overseen by each director, which is a reasonable workload compared to other fund complexes.

Management Changes

Stakeholder Impact

• Stockholders have the opportunity to vote on important matters related to the Fund's governance.
• The election of qualified directors and the selection of a reputable auditor are important for maintaining investor confidence.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The Fund will hold its Annual Meeting of Stockholders on April 14, 2025.
• The Fund will announce the results of the voting after the Annual Meeting.

Key Dates