DMO Sets Oct. 17 Annual Meeting; Board Seeks Re-election of Three Directors

TL;DR

**DMO's board elections and auditor ratification are standard, but watch for any dissent on director re-elections given the fund's performance in a volatile mortgage market.**

AI Summary

Western Asset Mortgage Opportunity Fund Inc. (DMO) has filed a DEF 14A proxy statement for its Annual Meeting of Stockholders on October 17, 2025, at One Madison Avenue, New York. Key proposals include the election of three Class III Directors to serve until the 2028 Annual Meeting and the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accountants for the fiscal year ended December 31, 2025. The Board has nominated Robert D. Agdern, Eileen A. Kamerick, and Peter Mason for re-election. Ms. Kamerick became Chair of the Board on November 15, 2024, and Mr. Mason became a Director on the same date. The Fund, a Maryland corporation and registered investment company, had 11,389,525 shares of Common Stock outstanding as of the August 29, 2025 record date. Franklin Templeton Fund Adviser, LLC serves as the investment adviser, with Western Asset Management Company, LLC and Western Asset Management Company Limited as subadvisers.

Why It Matters

This DEF 14A outlines the governance structure and key decisions for DMO, a closed-end fund, directly impacting investor confidence and oversight. The election of Class III Directors, including Chair Eileen A. Kamerick, for a three-year term ensures continuity in strategic direction and fiduciary responsibility. Ratifying PwC as auditors provides essential financial transparency, crucial for investors evaluating the fund's performance and risk profile in a competitive mortgage-backed securities market. The staggered board terms, while providing stability, also limit rapid changes in control, which can be a double-edged sword for activist investors.

Risk Assessment

Risk Level: low — The filing is a routine definitive proxy statement for an annual meeting, primarily focused on director elections and auditor ratification. There are no indications of significant financial distress, hostile takeovers, or major strategic shifts that would introduce high risk. The proposals are standard corporate governance matters.

Analyst Insight

Investors should review the qualifications of the nominated directors, particularly Eileen A. Kamerick as Chair, to ensure alignment with their investment objectives. While auditor ratification is typically routine, shareholders should confirm PwC's independence. Vote your proxy to ensure your voice is heard on these governance matters.

Key Numbers

• October 17, 2025 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• August 29, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 11,389,525 — Shares of Common Stock Outstanding (Total shares entitled to vote as of the Record Date)
• 3 — Class III Directors (Number of directors nominated for election)
• 2028 — Term Expiration Year (Year Class III Directors' terms expire if elected)
• 21 — Portfolios Overseen (Number of portfolios in the Fund Complex overseen by each nominated director)
• 1950 — Birth Year (Robert D. Agdern's birth year)
• 1958 — Birth Year (Eileen A. Kamerick's birth year)
• 1959 — Birth Year (Peter Mason's birth year)
• November 15, 2024 — Chair Appointment Date (Date Eileen A. Kamerick became Chair of the Board)

Key Players & Entities

• Western Asset Mortgage Opportunity Fund Inc. (company) — Registrant and Fund
• PricewaterhouseCoopers LLP (company) — Independent registered public accountants
• Robert D. Agdern (person) — Nominee for Class III Director
• Eileen A. Kamerick (person) — Chair of the Board and Nominee for Class III Director
• Peter Mason (person) — Director and Nominee for Class III Director
• Franklin Templeton Fund Adviser, LLC (company) — Fund's investment adviser and administrator
• Western Asset Management Company, LLC (company) — Fund's subadviser
• Western Asset Management Company Limited (company) — Fund's subadviser
• Marc A. De Oliveira (person) — Secretary of the Fund
• Securities and Exchange Commission (regulator) — Regulatory body

FAQ

Industry Context

Western Asset Mortgage Opportunity Fund Inc. operates within the closed-end fund sector, specifically focusing on mortgage-related securities. This sector is influenced by interest rate movements, housing market conditions, and the broader economic environment. Competition exists among various asset managers offering similar investment strategies, with differentiation often based on expertise in specific asset classes and performance track records.

Regulatory Implications

As a registered investment company, DMO is subject to extensive regulation under the Investment Company Act of 1940 and other SEC rules. The DEF 14A filing itself is a regulatory requirement. Compliance with disclosure, governance, and operational standards is critical to avoid penalties and maintain investor confidence.

What Investors Should Do

1. Review director nominees' qualifications and experience.
2. Vote on the ratification of PricewaterhouseCoopers LLP as independent auditors.
3. Submit proxy by mail, phone, or internet before the meeting.

Key Dates

• 2025-10-17: Annual Meeting of Stockholders — Date for key voting decisions, including director elections and ratification of auditors.
• 2025-08-29: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-09-16: Proxy Statement Distribution Date — Indicates when shareholders receive the official proxy materials for the meeting.
• 2024-11-15: Eileen A. Kamerick appointed Chair of the Board — Marks a recent change in Board leadership.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders in preparation for an annual meeting, including proposals to be voted on. (This document is the primary source of information for the annual meeting and outlines the key proposals and director nominations.)

Class III Directors

In a staggered board structure, directors are divided into classes (e.g., Class I, II, III), with each class elected for a multi-year term. Class III directors are up for election this year. (Investors are voting on the election of three Class III Directors, impacting the composition and governance of the Fund's Board.)

Independent Registered Public Accountants

An external accounting firm that audits the financial statements of a company and provides assurance on their accuracy. They must be independent of the company they audit. (The ratification of PricewaterhouseCoopers LLP as the independent auditor is a key proposal for shareholders to vote on, ensuring financial oversight.)

Quorum

The minimum number of shareholders required to be present, in person or by proxy, for a valid meeting to be held and for business to be transacted. (A quorum, defined as a majority of outstanding shares, is necessary for the Annual Meeting to proceed with voting on the proposals.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' for a customer does not vote on a particular proposal because the broker has not received voting instructions from the customer and does not have discretionary voting power for that proposal. (Broker non-votes are counted for quorum purposes but do not count as votes cast for or against a proposal, potentially impacting the outcome of close votes.)

Year-Over-Year Comparison

This DEF 14A filing pertains to the October 17, 2025 Annual Meeting. As this is the first mention of this specific meeting's proxy statement, a direct comparison of financial metrics or risk factors to a previous filing is not possible from this document alone. However, the key dates and proposals, such as director elections and auditor ratification, are standard agenda items for annual meetings.

Key Financial Figures

• $0.001 — of Common Stock outstanding, par value $0.001 per share, the only authorized class of

Filing Documents

• d948683ddef14a.htm (DEF 14A) — 200KB
• g948683g0911013409444.jpg (GRAPHIC) — 1KB
• g948683g0911013409606.jpg (GRAPHIC) — 1KB
• g948683g69k75.jpg (GRAPHIC) — 1KB
• g948683snap01.jpg (GRAPHIC) — 3KB
• 0001193125-25-204749.txt ( ) — 210KB

From the Filing

DEF 14A 1 d948683ddef14a.htm WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC. WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC. SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: W ESTERN A SSET M ORTGAGE O PPORTUNITY F UND I NC . (NYSE: DMO) One Madison Avenue, 17th Floor, New York, New York 10010 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 16, 2025 To the Stockholders: The Annual Meeting of Stockholders of Western Asset Mortgage Opportunity Fund Inc. (the "Fund") will be held at One Madison Avenue, 17th Floor, New York, New York 10010 on Friday, October 17, 2025 at 10:00 a.m., New York time, (the "Meeting") for the following purposes: 1. A proposal to elect three Class III Directors to the Fund's Board of Directors (the "Board") ( Proposal No. 1 ) ; 2. A proposal to ratify the selection of PricewaterhouseCoopers LLP ("PwC") as independent registered public accountants of the Fund for the fiscal year ended December 31, 2025 ( Proposal No. 2 ); and 3. The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. If it is determined that the Meeting will be held at a different time or in a different location or format (i.e., a virtual or hybrid meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (www.franklintempleton.com/investments/options/closed-end-funds). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly. The Board has fixed the close of business on August 29, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. By Order of the Board, Marc A. De Oliveira Secretary September 16, 2025 IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD (WHICH WILL BE MADE AVAILABLE TO YOU SEPARATELY) OR PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET. Instructions for Signing Proxy Cards The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: Registration Valid Signature Corporate Accounts (1) ABC Corp ABC Corp. (by John Doe, Treasurer) (2) ABC Corp John Doe, Treasurer (3) ABC Corp., c/o John Doe, Treasurer John Doe (4) ABC Corp. Profit Sharing Plan John Doe, Trustee Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee, u/t/d 12/28/78 Jane B. Doe Custodial or Estate Acco

View Full Filing

View this DEF 14A filing on SEC EDGAR