CMU Shareholders to Vote on Trustee Elections Amidst Board Retirement

TL;DR

**CMU's upcoming trustee elections are a routine but critical governance event, with a long-serving trustee's retirement signaling a minor shift in board composition, so expect business as usual.**

AI Summary

MFS High Yield Municipal Trust (CMU) is holding its 2025 Annual Meeting of Shareholders on October 2, 2025, at 10:30 a.m. Eastern Time, at 111 Huntington Avenue, Boston, Massachusetts. The primary purpose of the meeting is the election of Trustees to the Board. For CMU, common and preferred shareholders will jointly elect three Trustees: Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, whose terms expire in 2028. Additionally, preferred shareholders will separately elect two Trustees, John P. Kavanaugh and Maryanne L. Roepke, for a one-year term expiring at the next annual meeting. Laurie J. Thomsen is expected to retire effective December 31, 2025, due to the Board's retirement policy of 20 years of service. The Board, consisting of 12 Trustees (11 independent), oversees MFS, the investment adviser and administrator, and has delegated specific responsibilities to seven standing committees composed exclusively of Independent Trustees. The total cost for solicitation and voting tabulation services by Computershare is anticipated to be $32,084, with potential increases for contested proposals. As of July 31, 2025, CMU had 25,492,782 common shares and 510 preferred shares outstanding.

Why It Matters

This DEF 14A filing is crucial for CMU investors as it outlines the upcoming Board of Trustees elections, directly impacting the fund's governance and oversight. The election of Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen by common and preferred shareholders, and John P. Kavanaugh and Maryanne L. Roepke by preferred shareholders, will shape the strategic direction and risk management of the trust. Laurie J. Thomsen's impending retirement by December 31, 2025, due to a 20-year service policy, signals a change in board composition, potentially affecting continuity. For employees of MFS, the investment adviser, the board's oversight of their services, including risk management and cybersecurity, is a key factor in operational stability. In a competitive municipal bond market, effective governance is paramount for maintaining investor confidence and fund performance.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine trustee elections, with the Board recommending all nominees. There are no contentious proposals or significant changes to the fund's structure or management. The anticipated cost of $32,084 for proxy solicitation is a standard operational expense, not indicative of unusual risk.

Analyst Insight

Investors should review the qualifications of the nominated Trustees, particularly given Laurie J. Thomsen's impending retirement, to ensure they are comfortable with the board's composition. Vote in favor of the recommended Trustees as proposed by the Board to maintain stable governance, or research alternatives if concerns arise.

Key Numbers

• 2025-10-02 — Date of Annual Meeting (Meeting will be held at 10:30 a.m. Eastern Time)
• 12 — Total number of Trustees (Board consists of 12 Trustees, 11 of whom are Independent)
• 11 — Number of Independent Trustees (Out of 12 total Trustees)
• 2028 — Term expiration year for common/preferred elected Trustees (Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen's terms)
• 2025-12-31 — Retirement date for Laurie J. Thomsen (Due to 20 years of service on the Board)
• $32,084 — Anticipated cost for solicitation and voting tabulation (Provided by Computershare Trust Company, N.A.)
• 25,492,782 — Common Shares Outstanding (As of July 31, 2025, for MFS High Yield Municipal Trust)
• 510 — Preferred Shares Outstanding (As of July 31, 2025, for MFS High Yield Municipal Trust)
• 2005 — Year Laurie J. Thomsen became Trustee (Reached 20 years of service in 2025)
• 7 — Number of standing Committees (Consist exclusively of Independent Trustees)

Key Players & Entities

• MFS HIGH YIELD MUNICIPAL TRUST (company) — Registrant for DEF 14A filing
• Maureen R. Goldfarb (person) — Nominated Trustee for CMU
• Paula E. Smith (person) — Nominated Trustee for CMU
• Laurie J. Thomsen (person) — Nominated Trustee for CMU, retiring December 31, 2025
• John P. Kavanaugh (person) — Nominated Trustee for CMU (preferred shareholders)
• Maryanne L. Roepke (person) — Nominated Trustee for CMU (preferred shareholders)
• Massachusetts Financial Services Company (company) — Investment adviser and administrator for CMU
• Computershare Trust Company, N.A. (company) — Proxy tabulation agent and solicitation services provider
• Michael W. Roberge (person) — Interested Trustee and Chairman of MFS
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The MFS High Yield Municipal Trust operates within the municipal bond fund sector, which is influenced by interest rate environments, municipal credit quality, and tax regulations. As a high-yield fund, it targets bonds with lower credit ratings, seeking higher income but also carrying increased credit risk compared to investment-grade municipal funds. The competitive landscape includes numerous other municipal bond funds, both actively and passively managed, vying for investor capital.

Regulatory Implications

As a registered investment company, the Trust is subject to the oversight of the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940. Key regulatory considerations include the election of Trustees, which is a core governance requirement, and adherence to disclosure rules as evidenced by this DEF 14A filing. The structure of the Board, with a majority of independent trustees, is a regulatory safeguard.

What Investors Should Do

1. Review the Proxy Statement and vote your shares.
2. Note the retirement of Laurie J. Thomsen.
3. Understand the voting structure for Trustees.

Key Dates

• 2025-10-02: Annual Meeting of Shareholders — Shareholders will elect Trustees and transact other business. This is the primary governance event for the Trust.
• 2025-07-31: Record Date for Shareholder Meeting — Shareholders of record on this date are entitled to vote at the October 2, 2025 meeting.
• 2025-12-31: Retirement of Trustee Laurie J. Thomsen — Marks the end of a Trustee's service due to the Board's 20-year retirement policy.
• 2025-08-22: Mailing of Proxy Materials — Shareholders receive the Notice of Meeting and Proxy Statement, initiating the proxy solicitation period.

Glossary

DEF 14A

A filing with the SEC that provides definitive proxy material for shareholders' meetings. (This document is the primary source of information regarding the upcoming shareholder meeting and proposals.)

Trustee

A member of the Board of Trustees responsible for overseeing the operations and management of the Trust. (The election of Trustees is the primary agenda item for the shareholder meeting.)

Independent Trustee

A Trustee who is not an 'interested person' as defined by the Investment Company Act of 1940, meaning they have no disqualifying business or personal relationship with the Trust or its investment adviser. (The majority of the Board consists of Independent Trustees, which is a key governance feature for investor protection.)

Investment Company Act of 1940

Federal legislation that regulates investment companies, including mutual funds and closed-end funds, to protect investors. (Defines terms like 'interested person' and sets standards for the governance and operation of investment companies.)

Computershare

A financial services company that provides services such as proxy solicitation and voting tabulation. (Engaged by the Trust to manage the logistics of the shareholder meeting and voting process.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data against a prior year's filing in the same way an annual report (10-K) would. However, it does provide updated share counts as of July 31, 2025, and details the upcoming election of Trustees, including the retirement of Laurie J. Thomsen, indicating changes in Board composition and governance processes compared to the prior year's operational period.

Key Financial Figures

• $32,084 — that the cost of these services will be $32,084 and may increase substantially in the e

Filing Documents

• def14a.htm (DEF 14A) — 1057KB
• img_00fba2f245e54f2.jpg (GRAPHIC) — 9KB
• img_4822c395179e4f3.jpg (GRAPHIC) — 2KB
• img_634e7e7a18bb4f3.jpg (GRAPHIC) — 3KB
• img_a8f69ed185124f3.jpg (GRAPHIC) — 6KB
• img_6c11d538c8f24f5.jpg (GRAPHIC) — 11KB
• 0001741773-25-002969.txt ( ) — 1106KB

To

ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined below: a. for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, and MFS Multimarket Income Trust: i. four Trustees, Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, to be elected by common shareholders of each Trust; and b. for each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust: i. three Trustees, Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, to be elected by common and preferred shareholders of each Trust, voting together as a single class; and ii. two Trustees, John P. Kavanaugh and Maryanne L. Roepke, to be elected by preferred shareholders only, voting as a separate class; and

To

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. This notice and the related proxy materials are being mailed to Shareholders on or about August 22, 2025. THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1. It is anticipated that each Trust will hold its Meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item. Only a Trust's shareholders of record as of the close of business on July 31, 2025, will be entitled to receive notice of and to vote at that Trust's Meeting or any adjournment(s) or postponement(s) thereof. By order of the Board of Trustees, CHRISTOPHER R. BOHANE Assistant Secretary and Assistant Clerk August 22, 2025 YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE. MFS CHARTER INCOME TRUST MFS GOVERNMENT MARKETS INCOME TRUST MFS HIGH INCOME MUNICIPAL TRUST MFS HIGH YIELD MUNICIPAL TRUST MFS INTERMEDIATE HIGH INCOME FUND MFS INTERMEDIATE INCOME TRUST MFS INVESTMENT GRADE MUNICIPAL TRUST MFS MULTIMARKET INCOME TRUST MFS MUNICIPAL INCOME TRUST Proxy Statement This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, and MFS Municipal Income Trust, (e

View Full Filing

View this DEF 14A filing on SEC EDGAR