MFS Government Markets Income Trust to Elect Four Trustees

TL;DR

**MGF shareholders, vote your proxies for the trustee slate; board continuity is key, but watch for Thomsen's retirement impact!**

AI Summary

MFS Government Markets Income Trust (MGF) 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 four Trustees: Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, to be elected by common shareholders for a term expiring at the 2028 Annual Meeting. Notably, 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, MGF had 32,590,193 common shares outstanding. The Board of Trustees, consisting of 12 members with 11 independent trustees, oversees MFS, the investment adviser and administrator. The estimated cost for solicitation and voting tabulation services by Computershare is $32,084, which could increase with contested proposals. Shareholders of record as of July 31, 2025, are eligible to vote.

Why It Matters

This DEF 14A filing is crucial for MGF investors as it outlines the upcoming election of four trustees, directly impacting the fund's governance and oversight. The retirement of Laurie J. Thomsen, a long-serving trustee since March 2005, signifies a change in board composition, potentially bringing new perspectives or continuity. For employees of MFS, the stability of the board ensures consistent strategic direction for the funds they manage. In a competitive market, strong, independent board oversight is vital for maintaining investor confidence and ensuring the fund's adherence to its investment objectives and regulatory compliance.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine trustee elections and board governance, with no indication of significant operational or financial changes. The Board recommends voting in favor of the nominated trustees, suggesting a stable leadership transition. The only notable change is the planned retirement of Laurie J. Thomsen, which is part of a standard board retirement policy.

Analyst Insight

Investors should promptly vote their proxies as recommended by the Board to ensure stable governance. Review the backgrounds of the nominated trustees, especially the new term for Maryanne L. Roepke and the impending retirement of Laurie J. Thomsen, to understand the future composition of the board.

Key Numbers

• 32,590,193 — Common Shares Outstanding (MFS Government Markets Income Trust as of July 31, 2025)
• $32,084 — Estimated Cost for Solicitation Services (Paid to Computershare for proxy services)
• 12 — Total Trustees (Fixed number of Trustees for each Trust)
• 11 — Independent Trustees (Number of Independent Trustees on the Board)
• 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)
• 2028 — Trustee Term Expiration Year (Term for elected common shareholder Trustees)
• 2005 — Laurie J. Thomsen's Start Year (Year Laurie J. Thomsen first served as Trustee)
• 2025-12-31 — Laurie J. Thomsen's Retirement Date (Effective date of retirement due to Board policy)
• 7 — Standing Committees (Number of standing Committees of the Board)

Key Players & Entities

• MFS Government Markets Income Trust (company) — Registrant for DEF 14A filing
• Maureen R. Goldfarb (person) — Nominated Trustee
• Maryanne L. Roepke (person) — Nominated Trustee
• Paula E. Smith (person) — Nominated Trustee
• Laurie J. Thomsen (person) — Nominated Trustee, retiring December 31, 2025
• Massachusetts Financial Services Company (company) — MFS, investment adviser and administrator
• Computershare Trust Company, N.A. (company) — Proxy tabulation agent
• John P. Kavanaugh (person) — Trustee and Chair of Trustees
• Michael W. Roberge (person) — Interested Trustee, Chairman of MFS
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Compliance with Investment Company Act of 1940 [medium — regulatory]: The Board of Trustees oversees the Trusts' compliance with federal securities laws, including the Investment Company Act of 1940. The Independent Trustees meet regularly with the Chief Compliance Officer to receive reports on compliance. Failure to adhere to these regulations could result in regulatory action.
• Proxy Solicitation Costs [low — operational]: The estimated cost for solicitation and voting tabulation services by Computershare is $32,084. This cost may increase substantially if any proposal is contested or if increased solicitation efforts are required, impacting the Trust's expenses.
• Trustee Retirement Policy [low — operational]: Laurie J. Thomsen is retiring effective December 31, 2025, due to the Board's policy of 20 years of service. This necessitates the election of new trustees and may impact board continuity and expertise.

Industry Context

The MFS Government Markets Income Trust operates within the regulated U.S. investment company industry, specifically focusing on government income. This sector is characterized by its sensitivity to interest rate changes and regulatory oversight under the Investment Company Act of 1940. Competition is typically based on yield, fund management expertise, and operational efficiency.

Regulatory Implications

The Trust is subject to the Investment Company Act of 1940, which governs its structure, operations, and disclosure requirements. Compliance with this act, as overseen by the Board of Trustees and its independent members, is crucial to avoid regulatory penalties and maintain investor confidence.

What Investors Should Do

1. Review the proxy materials carefully.
2. Vote your shares.
3. Note the retirement of Laurie J. Thomsen.

Key Dates

• 2025-10-02: Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees and other business.
• 2025-07-31: Record Date — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-08-22: Mailing of Proxy Materials — Shareholders receive the Notice of Meeting and Proxy Statement.
• 2025-12-31: Laurie J. Thomsen's Retirement — Effective date of retirement for a Trustee due to the Board's policy.
• 2028: Trustee Term Expiration — The term for the newly elected Trustees will expire in this year.

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 meeting, including the election of directors and executive compensation. (This document is the DEF 14A filing for MFS Government Markets Income Trust, outlining the agenda for the annual shareholder meeting.)

Independent Trustees

Trustees who are not considered 'interested persons' as defined by the Investment Company Act of 1940, meaning they have no material business or personal relationships with the investment adviser or its affiliates. (The majority of the Board of Trustees (11 out of 12) are Independent Trustees, responsible for overseeing the Trust's affairs and MFS.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (This Act defines terms like 'interested persons' and sets standards for the governance and oversight of investment companies like MFS Government Markets Income Trust.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This Proxy Statement details the proposals for the MFS Government Markets Income Trust's 2025 Annual Meeting, primarily the election of Trustees.)

Computershare

A financial services company that provides services such as stock transfer, employee equity plans, and proxy voting tabulation. (Computershare has been engaged by the Trusts to provide solicitation and voting tabulation services for the annual meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the annual meeting and does not contain comparative financial performance metrics against a prior year's filing. The primary focus is on the upcoming shareholder meeting agenda, specifically the election of four Trustees, and the associated logistical details such as the record date of July 31, 2025, and the meeting date of October 2, 2025.

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