Business Context and Reporting Period
This Form 8-K filing by PIMCO Municipal Income Fund II, dated January 3, 2020, reports the certified results of the Fund's annual shareholder meeting held on December 17, 2019. The filing details the election and re-election of Trustees and significant changes to the Board composition.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Board Composition
The most significant material change reported is the contested election of a Preferred Shareholder Trustee. Derrick A. Clark replaced incumbent James A. Jacobson in the position elected by preferred shareholders voting as a separate class. Mr. Clark received 17.66% of the preferred share votes cast, while Mr. Jacobson received 0.05%. Following the meeting, the Board appointed Mr. Jacobson to a Class III Trustee position to be elected by common and preferred shareholders voting together. Additionally, Bradford K. Gallagher retired from the Board effective December 31, 2019.
Trustee Election Results (Common and Preferred Voting Together)
| Trustee | Class | Affirmative Votes | Affirmative % | Withheld Authority % |
|---|---|---|---|---|
| Sarah E. Cogan | Class II | 52,703,799 | 96.42% | 3.58% |
| Deborah A. DeCotis | Class II | 52,076,909 | 95.28% | 4.72% |
| David N. Fisher | Class III | 52,960,814 | 96.89% | 3.11% |
| Hans W. Kertess | Class II | 52,609,262 | 96.25% | 3.75% |
Trustee Election Results (Preferred Shareholders Voting Separately)
| Trustee | Affirmative Votes | Affirmative % | Withheld Authority % |
|---|---|---|---|
| James A. Jacobson | 6 | 0.05% | 82.28% |
| Derrick A. Clark | 2,032 | 17.66% | 0.00% |
Outlook, Risks, and Contingencies
The filing notes that the contested election for the Preferred Shareholder Trustee was driven by Dryden Capital Fund, LP, Dryden Capital, LLC, and affiliates, who hold Auction Rate Preferred Shares of the Fund. No specific financial risks, guidance, or unusual items regarding the Fund's investment performance are disclosed in this document.
Investor Verification Checklist
- Verify the impact of the contested election on the Fund's governance structure and future decision-making.
- Confirm the status and voting rights of the Auction Rate Preferred Shares held by Dryden Capital affiliates.
- Review the Fund's proxy statement or annual report for financial performance data, as this 8-K contains no financial metrics.
- Monitor future filings for the re-election of James A. Jacobson in his new Class III Trustee capacity.