MMU Sets Director Elections, Auditor Ratification for Oct. 17 Shareholder Meeting

TL;DR

**MMU's upcoming shareholder meeting is a routine governance check, but the director elections and auditor ratification are crucial for maintaining stability and investor confidence in this municipal bond fund.**

AI Summary

Western Asset Managed Municipals Fund Inc. (MMU) is holding its Annual Meeting of Stockholders on October 17, 2025, at One Madison Avenue, New York. Key proposals include the election of two Class II Directors by common and preferred shareholders, and one Class II Director by preferred shareholders, with terms expiring in 2028. The Fund also seeks to ratify PricewaterhouseCoopers LLP (PwC) as its independent registered public accountants for the fiscal year ending May 31, 2026. As of the August 29, 2025 record date, MMU had 54,618,848 shares of Common Stock and 11,363 shares of variable rate demand preferred stock outstanding. The Fund's investment adviser is Franklin Templeton Fund Adviser, LLC, and its subadviser is Western Asset Management Company, LLC, both indirect subsidiaries of Franklin Resources, Inc. The filing emphasizes the importance of proxy voting, noting that uninstructed proxies will be voted 'FOR' all proposals. The Maryland Control Share Acquisition Act applies, potentially limiting voting rights for holders of 'control shares' exceeding 10% ownership.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Western Asset Managed Municipals Fund Inc., directly impacting its strategic direction and oversight. The election of Class II Directors, including Nisha Kumar and Hillary A. Sale, will shape the Board's composition and influence future investment and operational policies. Ratifying PwC as the auditor ensures continued financial transparency and accountability, crucial for investor confidence in the competitive closed-end fund market. For employees, a stable and well-governed fund provides job security, while customers benefit from robust oversight of their municipal bond investments. The application of the Maryland Control Share Acquisition Act could deter hostile takeovers, preserving the current management structure and investment philosophy, distinguishing MMU from peers with less protective governance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters: director elections and auditor ratification. There are no indications of financial distress, significant operational changes, or unusual shareholder activism. The Maryland Control Share Acquisition Act, while mentioned, is a standard anti-takeover provision for Maryland corporations and does not introduce new, immediate risks to the fund's operations or financial health.

Analyst Insight

Investors should review the qualifications of the nominated Class II Directors, Nisha Kumar and Hillary A. Sale, to ensure they align with the fund's long-term strategy. Voting 'FOR' the ratification of PwC is generally a standard practice for maintaining financial integrity. Shareholders should submit their proxies promptly to ensure their votes are counted, especially given the potential impact of the Maryland Control Share Acquisition Act on large shareholdings.

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)
• 54,618,848 — Common Stock Shares Outstanding (As of the Record Date)
• 11,363 — VRDPS Shares Outstanding (As of the Record Date, with a liquidation preference of $25,000 per share)
• 2028 — Class II Director Term Expiration (Year the terms of elected Class II Directors expire)
• 21 — Portfolios Overseen by Directors (Number of portfolios in the fund complex overseen by Nisha Kumar and Hillary A. Sale)
• 10% — Control Share Threshold (Minimum ownership percentage for 'control shares' under MCSAA)

Key Players & Entities

• WESTERN ASSET MANAGED MUNICIPALS FUND INC. (company) — Registrant and Fund
• PricewaterhouseCoopers LLP (company) — Independent registered public accountants
• Nisha Kumar (person) — Nominee for Class II Director, Preferred Share Director
• Hillary A. Sale (person) — Nominee for Class II Director
• Marc A. De Oliveira (person) — Secretary of the Fund
• Franklin Templeton Fund Adviser, LLC (company) — Fund's investment adviser and administrator
• Western Asset Management Company, LLC (company) — Fund's subadviser
• Franklin Resources, Inc. (company) — Parent company of FTFA and Western Asset
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Maryland Control Share Acquisition Act (regulator) — Governing law for control share acquisitions

FAQ

Risk Factors

• Maryland Control Share Acquisition Act [medium — regulatory]: The Maryland Control Share Acquisition Act (MCSAA) may apply to the Fund, potentially limiting voting rights for stockholders who acquire 'control shares' exceeding 10% of the voting power. This could affect the ability of large shareholders to influence corporate actions or director elections.

Industry Context

The closed-end fund industry, particularly those focused on municipal bonds like Western Asset Managed Municipals Fund Inc. (MMU), operates within a highly regulated environment. These funds aim to provide income-generating opportunities through tax-advantaged investments. The competitive landscape includes other closed-end funds, open-end mutual funds, and ETFs offering similar municipal bond exposure, as well as direct investment in municipal securities. Trends include investor demand for yield in a fluctuating interest rate environment and ongoing scrutiny of fund fees and management quality.

Regulatory Implications

As a registered investment company organized in Maryland, the Fund is subject to SEC regulations and the Maryland Control Share Acquisition Act. The MCSAA could impact voting power for significant shareholders. The ratification of independent auditors is a standard regulatory requirement to ensure financial transparency and investor confidence.

What Investors Should Do

1. Review and vote on the proposals presented in the proxy statement.
2. Submit proxy votes by mail, telephone, or internet.
3. Monitor the Fund's website for any changes to the meeting format, time, or location.

Key Dates

• 2025-10-17: Annual Meeting of Stockholders — This is the date for stockholders to vote on key proposals, including director elections and ratification of independent accountants. Attendance or proxy submission is crucial for shareholder participation.
• 2025-08-29: Record Date — Establishes the list of shareholders entitled to vote at the Annual Meeting. Only shareholders as of this date can participate in the voting process.
• 2026-05-31: Fiscal Year End — Marks the end of the fiscal year for which PricewaterhouseCoopers LLP is being proposed as the independent registered public accountant.
• 2025-09-16: Proxy Statement Distribution Date — The date by which the proxy statement and related materials are made available to stockholders, allowing them time to review and vote.

Glossary

DEF 14A

A filing with the 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 of Western Asset Managed Municipals Fund Inc. and outlines the proposals shareholders will vote on.)

Class II Directors

Directors elected for a specific class, typically serving a staggered term. In this case, Class II Directors have terms expiring in 2028. (Shareholders are being asked to elect Class II Directors, which directly impacts the governance and oversight of the Fund.)

Independent Registered Public Accountants

An external accounting firm hired to audit the financial statements of a company and provide an independent opinion on their fairness and accuracy. (The ratification of PricewaterhouseCoopers LLP as the Fund's accountants is a key proposal, ensuring the integrity of the Fund's financial reporting.)

Control Share Acquisition Act (MCSAA)

A state law (in this case, Maryland) that can restrict the voting rights of shareholders who acquire a certain percentage of a company's stock, often referred to as 'control shares'. (This act may impact voting power for large shareholders of the Fund, potentially influencing the outcome of votes.)

VRDPS

Variable Rate Demand Preferred Stock, a type of preferred stock where the dividend rate can fluctuate and holders have the right to sell their shares back to the issuer under certain conditions. (The Fund has outstanding VRDPS, which have a specific liquidation preference and voting rights, distinct from common stock.)

Proxy

A document that authorizes another person to vote on behalf of a shareholder at a shareholder meeting. It can also refer to the act of voting by mail, telephone, or internet. (Shareholders are encouraged to submit proxies to ensure their vote is counted, even if they cannot attend the meeting in person.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance metrics like revenue or net income from a previous year's annual report. The primary focus is on the upcoming meeting's agenda: director elections and auditor ratification. Information regarding the number of shares outstanding and the record date are provided for the current meeting, but a direct year-over-year comparison of these figures is not available within this document.

Key Financial Figures

• $25,000 — liquidation preference in the amount of $25,000 per share (collectively with the Common

Filing Documents

• d87846ddef14a.htm (DEF 14A) — 235KB
• g87846dsp1a.gif (GRAPHIC) — 4KB
• g87846dsp1b.gif (GRAPHIC) — 1KB
• g87846dsp1c.gif (GRAPHIC) — 1KB
• g87846g69k75.jpg (GRAPHIC) — 1KB
• g87846g91m47.jpg (GRAPHIC) — 1KB
• 0001193125-25-204747.txt ( ) — 248KB

From the Filing

DEF 14A 1 d87846ddef14a.htm WESTERN ASSET MANAGED MUNICIPALS FUND INC. WESTERN ASSET MANAGED MUNICIPALS FUND INC. 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 Managed Municipals 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 M ANAGED M UNICIPALS F UND I NC . (NYSE: MMU) 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 Managed Municipals 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 two Class II Directors to be elected by the holders of Common Stock and Preferred Shares, voting together as a single class, to the Fund's Board of Directors; and one Class II Director to be elected by the holders of Preferred Shares 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. Pr

View Full Filing

View this DEF 14A filing on SEC EDGAR