EHI Sets Oct. 17 Annual Meeting for Director Elections, PwC Ratification

TL;DR

**EHI's upcoming shareholder meeting is a routine governance check, but pay attention to the director elections as they're crucial for long-term stability and oversight.**

AI Summary

Western Asset Global High Income Fund Inc. (EHI) is holding its Annual Meeting of Stockholders on October 17, 2025, at One Madison Avenue, 17th Floor, New York, New York. The primary proposals include the election of three Class III Directors to the Fund's Board of Directors and the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accountants for the fiscal year ending May 31, 2026. The Fund, a Maryland corporation and registered investment company, had 30,299,742 shares of Common Stock outstanding as of the August 29, 2025 record date. Franklin Templeton Fund Adviser, LLC serves as the investment adviser and administrator, with Western Asset Management Company, LLC, Western Asset Management Company Limited, and Western Asset Management Company Pte. Ltd. acting as subadvisers. The Board has staggered terms to limit control acquisition, with Class III Directors serving until the 2028 Annual Meeting. Key nominees for Class III Directors include Robert D. Agdern, Eileen A. Kamerick (Chair since November 15, 2024), and Peter Mason, each overseeing 21 portfolios within the Fund complex.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Western Asset Global High Income Fund Inc. (EHI), directly impacting investor confidence and strategic direction. The election of Class III Directors, including current Chair Eileen A. Kamerick, shapes the Fund's oversight and long-term performance, while the ratification of PwC ensures continued financial transparency and accountability. For employees, stable governance under Franklin Templeton's umbrella provides operational clarity. Customers benefit from consistent management and auditing practices in a competitive closed-end fund market, where strong governance is a key differentiator against rivals like BlackRock or PIMCO high-income funds.

Risk Assessment

Risk Level: low — The filing primarily concerns routine governance matters: director elections and auditor ratification. There are no indications of significant financial distress, operational changes, or legal challenges. The mention of the Maryland Control Share Acquisition Act (MCSAA) is a standard disclosure for Maryland corporations and serves as a protective measure, not an immediate risk, limiting hostile takeovers by requiring a two-thirds vote for control share voting rights.

Analyst Insight

Investors should review the backgrounds of the nominated Class III Directors, particularly Eileen A. Kamerick, to understand the Board's composition and expertise. While the proposals are routine, active participation by voting proxies ensures shareholder voice in governance. No immediate trading action is suggested based on this administrative filing.

Key Numbers

• 30,299,742 — Shares of Common Stock outstanding (As of the August 29, 2025 record date, entitled to vote at the meeting)
• 2025-10-17 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 2025-08-29 — Record Date (Date for determining stockholders entitled to vote)
• 2028 — Class III Director Term Expiration (Year until which elected Class III Directors will serve)
• 21 — Portfolios overseen by each Director nominee (Indicates the breadth of oversight for Robert D. Agdern, Eileen A. Kamerick, and Peter Mason within the Fund complex)
• 10:00 a.m. — Meeting Time (New York time for the Annual Meeting)
• 1950 — Robert D. Agdern Birth Year (Age-related information for director nominee)
• 1958 — Eileen A. Kamerick Birth Year (Age-related information for director nominee)
• 1959 — Peter Mason Birth Year (Age-related information for director nominee)
• 1-866-875-8614 — Toll-free information number (For additional voting information)

Key Players & Entities

• WESTERN ASSET GLOBAL HIGH INCOME FUND INC. (company) — Registrant and Fund
• PricewaterhouseCoopers LLP (company) — Independent registered public accountants
• 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
• Western Asset Management Company Pte. Ltd. (company) — Fund's subadviser
• Franklin Resources, Inc. (company) — Parent company of FTFA and Western Asset entities
• Robert D. Agdern (person) — Nominee for Class III Director
• Eileen A. Kamerick (person) — Nominee for Class III Director and Chair of the Board
• Peter Mason (person) — Nominee for Class III Director

FAQ

Industry Context

The closed-end fund industry, particularly those focused on high-income strategies, operates in a dynamic interest rate environment. Funds like EHI compete for investor capital by offering attractive yields, often derived from a diversified portfolio of debt instruments. The landscape is characterized by active management, with subadvisers playing a crucial role in navigating market volatility and credit risk to generate income.

Regulatory Implications

As a registered investment company, EHI is subject to extensive regulation by the SEC under the Investment Company Act of 1940. Key regulatory considerations include board independence, auditor ratification, and accurate financial reporting, all of which are central to the proposals in this proxy statement.

What Investors Should Do

1. Review Director Nominee Qualifications
2. Confirm Auditor Ratification
3. Submit Proxy Promptly
4. Monitor Fund Website for Meeting Updates

Key Dates

• 2025-10-17: Annual Meeting of Stockholders — This is the date for the election of directors and ratification of auditors, crucial for corporate governance and oversight.
• 2025-08-29: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting, impacting voting power.
• 2028: Class III Director Term Expiration — Indicates the staggered term length for the elected directors, providing continuity and limiting abrupt changes in board composition.
• 2026-05-31: Fiscal Year End — The period for which PricewaterhouseCoopers LLP is being ratified as the independent registered public accountants.
• 2025-09-16: Proxy Statement Distribution Date — The date by which stockholders receive the proxy statement and accompanying materials, allowing time for review and voting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the proxy statement for Western Asset Global High Income Fund Inc.'s annual meeting, outlining the proposals and providing relevant background information.)

Class III Directors

Directors elected for a specific term, typically part of a classified or staggered board structure where different classes of directors are elected at different times. (The election of three Class III Directors is a primary purpose of the Annual Meeting, 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 and compliance with accounting standards. (The ratification of PricewaterhouseCoopers LLP as the independent auditor is a key proposal, ensuring the integrity of the Fund's financial reporting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of shareholders entitled to vote at the Annual Meeting on August 29, 2025.)

Quorum

The minimum number of shareholders or directors required to be present at a meeting for business to be legally transacted. (A majority of the outstanding shares of Common Stock must be represented in person or by proxy to constitute a quorum for the Annual Meeting.)

Proxy

A document or electronic transmission authorizing another person to act as one's agent or vote on one's behalf, especially in the context of shareholder meetings. (Stockholders are encouraged to submit proxies to ensure their votes are counted, even if they do not attend the meeting in person.)

Investment Adviser

A company that provides investment advice and manages investment portfolios on behalf of clients. (Franklin Templeton Fund Adviser, LLC is the investment adviser and administrator for the Fund.)

Subadviser

An investment management firm that provides investment advisory services to a fund under the direction of the primary investment adviser. (Western Asset Management Company, LLC, Western Asset Management Company Limited, and Western Asset Management Company Pte. Ltd. act as subadvisers for the Fund.)

Year-Over-Year Comparison

This filing is a proxy statement for an upcoming annual meeting and does not contain comparative financial performance data against a prior year's filing. However, it does establish the record date of August 29, 2025, and the meeting date of October 17, 2025, which are key temporal markers for the current governance cycle.

Key Financial Figures

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

Filing Documents

• d32326ddef14a.htm (DEF 14A) — 201KB
• g32326g0911013409444.jpg (GRAPHIC) — 1KB
• g32326g0911013409606.jpg (GRAPHIC) — 1KB
• g32326g21s88.jpg (GRAPHIC) — 3KB
• g32326g69k75.jpg (GRAPHIC) — 1KB
• 0001193125-25-204746.txt ( ) — 211KB

From the Filing

DEF 14A 1 d32326ddef14a.htm WESTERN ASSET GLOBAL HIGH INCOME FUND INC. (EHI) Western Asset Global High Income Fund Inc. (EHI) 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 Rule 14a-11(c) or Rule 14a-12 Western Asset Global High Income Fund Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) 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 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 G LOBAL H IGH I NCOME F UND I NC . (NYSE: EHI) 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 Global High Income 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 May 31, 2026 ( 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 Accounts (1) John B.

View Full Filing

View this DEF 14A filing on SEC EDGAR