MFS High Income Municipal Trust Seeks Shareholder Vote on Trustee Elections

TL;DR

**Vote for the incumbent trustees, but keep an eye on board refreshment as a long-timer retires.**

AI Summary

MFS High Income Municipal Trust (CXE) is holding its 2025 Annual Meeting of Shareholders on October 2, 2025, at 111 Huntington Avenue, Boston, Massachusetts. The primary purpose of the meeting is the election of Trustees to the Board. Specifically, common and preferred shareholders, voting together, will elect Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen for terms expiring in 2028. Additionally, preferred shareholders will separately elect 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. As of July 31, 2025, CXE had 31,525,773 common shares and 692 preferred shares outstanding. The Board, consisting of 12 Trustees (11 independent), oversees MFS, the investment adviser, and has delegated specific matters to seven standing committees composed exclusively of Independent Trustees. The estimated cost for solicitation and voting tabulation services from Computershare is $32,084.

Why It Matters

This DEF 14A filing outlines the routine election of trustees for MFS High Income Municipal Trust and several other MFS funds, which is crucial for maintaining governance and oversight. For investors, the composition of the Board of Trustees directly impacts strategic direction, risk management, and ultimately, fund performance. The retirement of Laurie J. Thomsen, a long-serving Independent Trustee since March 2005, signals a change in board dynamics, potentially bringing new perspectives. In a competitive market for municipal bond funds, strong, independent governance is a key differentiator, assuring investors of robust oversight of MFS's investment advisory services and administrative functions.

Risk Assessment

Risk Level: low — The filing primarily concerns routine trustee elections, indicating no immediate operational or financial risks. The Board's structure, with 11 out of 12 Independent Trustees and seven standing committees composed exclusively of Independent Trustees, suggests robust governance and oversight, mitigating potential conflicts of interest. The estimated cost of $32,084 for proxy solicitation is a minor expense relative to the fund's operations.

Analyst Insight

Investors should review the qualifications of the nominated trustees, particularly the new nominee Paula E. Smith and Darrell A. Williams who joined in January 2025, to ensure they align with the fund's long-term strategy. While the Board recommends voting in favor of Item 1, shareholders should exercise their right to vote to support strong governance and oversight, especially given the upcoming retirement of Laurie J. Thomsen.

Key Numbers

• 31,525,773 — Common Shares Outstanding (As of July 31, 2025, for MFS High Income Municipal Trust)
• 692 — Preferred Shares Outstanding (As of July 31, 2025, for MFS High Income Municipal Trust)
• 12 — Total Trustees (Fixed number of Trustees for each Trust)
• 11 — Independent Trustees (Number of Independent Trustees on the Board)
• $32,084 — Estimated Cost for Solicitation and Voting Tabulation (Anticipated cost for services from Computershare)
• 2025-10-02 — Annual Meeting Date (Date of the 2025 Annual Meeting of Shareholders)
• 2025-07-31 — Record Date (Shareholders of record entitled to vote)
• 2005 — Laurie J. Thomsen's Start Year (Year Laurie J. Thomsen first served as Trustee, reaching 20 years of service in 2025)
• 7 — Standing Committees (Number of standing Committees of the Board, exclusively of Independent Trustees)
• 2028 — Term Expiration Year (Term expiration for certain elected Trustees)

Key Players & Entities

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

FAQ

Industry Context

The MFS High Income Municipal Trust operates within the closed-end fund sector, specifically focusing on municipal bonds. This sector is influenced by interest rate environments, municipal credit quality, and tax legislation. Competition exists among various municipal bond funds, with differentiation often based on income generation, credit risk exposure, and management expertise.

Regulatory Implications

As a registered investment company, the Trust is subject to the Investment Company Act of 1940 and other federal securities laws. Compliance with these regulations is overseen by the Board of Trustees, including the Independent Trustees, and ensures fair practices and investor protection. The election of Trustees is a key governance process mandated by these regulations.

What Investors Should Do

1. Review the proxy statement carefully.
2. Vote your shares promptly.
3. Consider the retirement policy's impact.

Key Dates

• 2025-10-02: 2025 Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees.
• 2025-07-31: Record Date — Shareholders of record on this date are entitled to vote at the meeting.
• 2025-08-22: Proxy materials mailed to shareholders — Informs shareholders about the meeting and voting procedures.
• 2025-12-31: Expected retirement of Laurie J. Thomsen — Marks the end of a Trustee's tenure due to the board's retirement policy.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including the election of directors and other shareholder matters. (This document is the proxy statement for MFS High Income Municipal Trust's annual meeting.)

Independent Trustees

Trustees who are not considered 'interested persons' of the Trust or its investment adviser, as defined by the Investment Company Act of 1940. (These Trustees are responsible for overseeing the Trust's affairs and MFS, the investment adviser, ensuring independent oversight.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This act defines terms like 'interested persons' and governs the oversight responsibilities of Trustees.)

MFS

Massachusetts Financial Services Company, the investment adviser and administrator for the Trust. (MFS is responsible for the day-to-day management and investment of the Trust's assets.)

Proxy Statement

A document provided to shareholders before a shareholder meeting, containing information about the matters to be voted upon. (This document outlines the agenda for the annual meeting, including the election of Trustees.)

Solicitation

The process of requesting shareholders to grant a proxy to vote their shares. (The Trust is soliciting proxies to ensure sufficient votes for the election of Trustees.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance metrics against a prior year. The primary focus is on the upcoming shareholder meeting, the election of Trustees, and the associated governance procedures. Key operational details such as the number of outstanding shares and the cost of solicitation services are provided as of the current reporting 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