Eaton Vance Municipal Income Trust Sets Trustee Election for Nov. 5

TL;DR

**ETX's upcoming trustee election is a routine governance check, but strong board leadership is key for this municipal income fund as its 2028 term approaches.**

AI Summary

Eaton Vance Municipal Income 2028 Term Trust (ETX) is holding its Annual Meeting of Shareholders on November 5, 2025, at its principal office in Boston, Massachusetts. The primary agenda item is the election of three Class I Trustees: Cynthia E. Frost, Nancy Wiser Stefani, and Scott E. Wennerholm, each to serve a three-year term. The Board of Trustees, currently comprising nine noninterested Trustees, recommends shareholders vote FOR these nominees. As of August 26, 2025, there were 10,888,426 common shares outstanding. Marcus L. Smith, a Trustee, beneficially owned over $100,000 of the Fund's equity securities, while other Trustees also held over $100,000 in the broader Eaton Vance family of funds. The filing also notes the unexpected passing of former Chairperson Mark R. Fetting on August 9, 2025, with Susan J. Sutherland now serving as acting Chairperson. The Board emphasizes its robust risk oversight, relying on reports from Fund management, the adviser/administrator, and the Chief Compliance Officer.

Why It Matters

This DEF 14A filing outlines the routine but crucial annual meeting for Eaton Vance Municipal Income 2028 Term Trust, focusing on the election of three Class I Trustees. For investors, the composition of the Board directly influences governance, oversight, and strategic direction, particularly in a closed-end fund focused on municipal income. The continuity of experienced trustees like Cynthia E. Frost and Scott E. Wennerholm, who also serves as Chairperson, provides stability. In a competitive municipal bond market, effective board oversight of investment strategies and risk management is paramount for maintaining shareholder value and trust, especially given the fund's 2028 term expiration.

Risk Assessment

Risk Level: low — The filing primarily concerns a routine annual meeting for trustee elections, indicating low immediate risk. There are no proposals for significant structural changes or controversial resolutions. The fund's 10,888,426 common shares outstanding and the Board's recommendation for the re-election of existing trustees suggest stability.

Analyst Insight

Investors should review the qualifications of the nominated trustees to ensure alignment with their governance expectations. While the election is routine, active participation by returning proxy cards promptly is important to ensure shares are represented and to avoid additional solicitation expenses for the Fund.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• November 5, 2025 — Annual Meeting Date (Date shareholders will vote on trustee elections)
• 11:30 a.m. — Annual Meeting Time (Eastern Time for the shareholder meeting)
• August 26, 2025 — Record Date (Date for determining shareholders entitled to vote)
• 10,888,426 — Common Shares Outstanding (Total common shares as of the record date)
• 3 — Class I Trustees (Number of trustees to be elected)
• 9 — Total Trustees (Fixed number of Trustees on the Board)
• $0.01 — Par Value per Share (Par value of the Fund's Common Shares)
• Over $100,000 — Trustee Share Ownership (Dollar range of equity securities owned by Marcus L. Smith in the Fund)
• September 22, 2025 — Proxy Statement Date (Date the proxy statement was first sent to shareholders)
• 2028 — Term Trust Expiration Year (Year the Fund's term is scheduled to expire)

Key Players & Entities

• Eaton Vance Municipal Income 2028 Term Trust (company) — Registrant
• Kenneth A. Topping (person) — President of the Fund
• Nicholas S. Di Lorenzo (person) — Secretary of the Fund
• Cynthia E. Frost (person) — Nominee for Class I Trustee
• Nancy Wiser Stefani (person) — Nominee for Class I Trustee
• Scott E. Wennerholm (person) — Chairperson of the Board and Nominee for Class I Trustee
• Mark R. Fetting (person) — Former Chairperson of the Board, passed away August 9, 2025
• Susan J. Sutherland (person) — Acting Chairperson of the Board
• Marcus L. Smith (person) — Trustee owning over $100,000 of Fund equity securities
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Trustee Election Process [medium — regulatory]: The election of three Class I Trustees is the primary agenda item. Shareholders are asked to vote FOR the nominees Cynthia E. Frost, Nancy Wiser Stefani, and Scott E. Wennerholm. The Board of Trustees recommends a FOR vote. Each nominee is currently serving and has consented to continue. Election is non-cumulative and requires a plurality of votes.
• Board of Trustees Oversight [medium — operational]: The Board of Trustees, comprising nine noninterested Trustees, emphasizes its robust risk oversight. This oversight relies on reports from Fund management, the adviser/administrator, and the Chief Compliance Officer. The unexpected passing of former Chairperson Mark R. Fetting on August 9, 2025, led to Susan J. Sutherland serving as acting Chairperson.
• Trustee Share Ownership [low — financial]: Marcus L. Smith, a Trustee, beneficially owned over $100,000 of the Fund's equity securities. Other Trustees also held over $100,000 in the broader Eaton Vance family of funds. This indicates a vested interest of the Trustees in the performance of the fund and its affiliates.

Industry Context

The closed-end municipal bond fund sector is characterized by its focus on providing tax-exempt income, often appealing to higher-income investors. These funds operate in a market influenced by interest rate movements, municipal credit quality, and legislative changes affecting municipal finance and taxation. Competition exists among various fund sponsors offering similar income-focused strategies, with differentiation often based on management expertise, investment focus (e.g., national, state-specific, high-yield), and fee structures.

Regulatory Implications

The primary regulatory focus for this filing is compliance with SEC proxy solicitation rules (Schedule 14A), ensuring full disclosure to shareholders regarding trustee elections and corporate governance. Adherence to Investment Company Act of 1940 regulations regarding fund operations, board composition, and shareholder voting is also critical.

What Investors Should Do

1. Vote on Trustee Elections: Shareholders should review the qualifications of the nominees (Cynthia E. Frost, Nancy Wiser Stefani, and Scott E. Wennerholm) and vote FOR their election to the Board of Trustees to ensure continuity and experienced governance.
2. Review Proxy Materials: Shareholders are encouraged to read the full proxy statement available on the Eaton Vance website for comprehensive details on the nominees, meeting procedures, and voting instructions.
3. Submit Proxy Promptly: To ensure representation at the Annual Meeting, shareholders should complete, sign, and return their proxy card as soon as possible, regardless of whether they plan to attend.

Key Dates

• 2025-11-05: Annual Meeting of Shareholders — Shareholders will vote on the election of three Class I Trustees.
• 2025-08-26: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2025-09-22: Proxy Statement Date — Date the proxy materials were first sent to shareholders, initiating the solicitation period.
• 2028: Term Trust Expiration Year — Indicates the scheduled termination year for the fund, which is a key characteristic of a term trust.

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 information about director nominees, executive compensation, and other corporate matters. (This document is the proxy statement for the Eaton Vance Municipal Income 2028 Term Trust's annual meeting.)

Class I Trustees

In a staggered board structure, trustees are divided into classes, with each class elected for a specific term. Class I trustees are up for election in the current cycle. (Three Class I Trustees are up for election at the Annual Meeting.)

Common Shares

The basic form of stock ownership in a corporation or trust, representing a claim on the entity's assets and earnings. (The election of Trustees is voted on by holders of the Fund's Common Shares.)

Proxy

A power of attorney given by a shareholder to another individual to vote the shareholder's shares at a meeting. (Shareholders are urged to return signed proxies to ensure their shares are represented at the Annual Meeting.)

Plurality

The largest number of votes cast for a candidate, without regard to whether that number constitutes a majority of the total votes cast. (The election of Trustees requires an affirmative vote by a plurality of the shares entitled to vote.)

Term Trust

A closed-end fund with a fixed expiration date, at which point its assets are liquidated and distributed to shareholders. (Eaton Vance Municipal Income 2028 Term Trust is a term trust scheduled to expire in 2028.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting focused on trustee elections and does not contain comparative financial performance data typically found in annual reports (10-K) or semi-annual reports (10-Q). Therefore, a direct comparison of key financial metrics like revenue growth or net income to a previous filing is not applicable based on the provided DEF 14A content. The primary focus is on governance and the election process for the upcoming meeting.

Key Financial Figures

• $0.01 — 6 common shares of beneficial interest, $0.01 par value per share (“Common Shar
• $100,000 — f August 26, 2025, Mr. Smith owned over $100,000 of the Fund’s equity securities.
• $100,000 K — Over $100,000 Valerie A. Mosley Over $100,000 Keith Quinton Over $100,000 Marcus L.
• $100,000 M — ey Over $100,000 Keith Quinton Over $100,000 Marcus L. Smith Over $100,000 Nancy Wi
• $100,000 B — er $100,000 Scott E. Wennerholm Over $100,000 Board Meetings and Committees The Board

Filing Documents

• evmitt-efp17790_def14a.htm (DEF 14A) — 172KB
• img_001.jpg (GRAPHIC) — 10KB
• img_002.jpg (GRAPHIC) — 409KB
• img_003.jpg (GRAPHIC) — 255KB
• 0001133228-25-009898.txt ( ) — 1101KB

From the Filing

DEF 14A 1 evmitt-efp17790_def14a.htm EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST - DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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-12 Eaton Vance Municipal Income 2028 Term Trust (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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Eaton Vance Municipal Income 2028 Term Trust One Post Office Square Boston, Massachusetts 02109 September 22, 2025   Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Eaton Vance Municipal Income 2028 Term Trust (the “Fund”), which will be held at the principal office of the Fund, One Post Office Square, Boston, Massachusetts 02109, on Wednesday, November 5, 2025 at 11:30 a.m. (Eastern Time). At the Annual Meeting, you will be asked to consider the election of Trustees of the Fund. The enclosed proxy statement contains additional information. I hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. I urge you to complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to ensure that your shares are represented at the Annual Meeting. Sincerely, /s/ Kenneth A. Topping Kenneth A. Topping President YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY. It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, date, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting. Eaton Vance Municipal Income 2028 Term Trust NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on Wednesday, November 5, 2025: The Notice of Annual Meeting of Shareholders, Proxy The Annual Meeting of Shareholders of Eaton Vance Municipal Income 2028 Term Trust, a Massachusetts business trust (the “Fund”), will be held at the principal office of the Fund, One Post Office Square, Boston, Massachusetts 02109, on Wednesday, November 5, 2025 at 11:30 a.m. (Eastern Time) (the “Annual Meeting”), for the following purposes: (1) To elect three Class I Trustees, Cynthia E. Frost, Nancy Wiser Stefani and Scott E. Wennerholm, each to be elected by the shareholders of the Fund’s Common Shares. (2) To consider and act upon any other matters that may properly come before the Annual Meeting and any adjourned or postponed session thereof. Any such vote FOR or AGAINST the proposal will also authorize the persons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Annual Meeting. The Board of Trustees of the Fund has fixed the close of business on August 26, 2025 as the record date for the determination of the shareholders of the Fund entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.   By Order of the Board of Trustees of the Fund,   /s/ Nicholas S. Di Lorenzo Nicholas S. Di Lorenzo Secretary September 22, 2025 Boston, Massachusetts IMPORTANT Shareholders can help avoid the necessity and additional expense to the Fund(s) of further solicitations by promptly returning the enclosed proxy card(s). The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience. Eaton Vance Municipal Income 2028 Term Trust One Post Office Square Boston, Massachusetts 02109   PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Eaton Vance Municipal Income 2028 Term Trust (the “Fund”). The proxies will be voted at the Annual Meeting of Shareholders of the Fund and at any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, November 5, 2025 at 11:30 a.m. (East

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