Nuveen California Fund Sets Virtual Shareholder Meeting, Board Elections

TL;DR

**NAC's virtual annual meeting is a routine board election, but pay attention to the Preferred Shareholder-only votes for potential governance shifts.**

AI Summary

Nuveen California Quality Municipal Income Fund (NAC) filed a DEF 14A on November 6, 2025, primarily to announce its Annual Meeting of Shareholders on December 18, 2025. The meeting will be held virtually via live webcast at www.meetnow.global/MDDDMSP. Shareholders will vote on the election of Board Members, specifically three Class I Board Members by holders of Common and Preferred Shares, and two Board Members by Preferred Shares only. For California Value (NCA), four Class I Board Members will be elected by all shareholders. The filing details the current outstanding shares as of October 22, 2025, with NAC having 147,023,383 Common Shares and various series of Preferred Shares totaling 10,878 shares. The Board unanimously recommends voting FOR the election of all Board Member nominees, including Michael A. Forrester and Joseph A. Boateng, who oversee 219 portfolios in the Fund Complex. The document also clarifies quorum requirements and the application of NYSE Rule 452 for proportionate voting on certain Preferred Shares.

Why It Matters

This DEF 14A outlines the governance structure and upcoming board elections for Nuveen California Quality Municipal Income Fund (NAC) and several other Nuveen funds. For investors, the election of Board Members directly impacts oversight and strategic direction, particularly given the staggered terms and specific voting rights for Preferred Shareholders. The shift to a virtual meeting format reflects broader market trends in corporate governance, potentially increasing accessibility for some investors while requiring advance registration for others. In a competitive landscape for municipal income funds, strong, independent board leadership is crucial for maintaining investor confidence and fund performance.

Risk Assessment

Risk Level: low — The filing is a routine definitive proxy statement for an annual meeting, primarily focused on board member elections. There are no indications of significant financial distress, strategic shifts, or regulatory non-compliance. The matters to be voted on are standard governance procedures, posing minimal immediate risk to investors.

Analyst Insight

Investors should review the qualifications of the nominated Board Members, particularly those overseeing a large number of portfolios like Joseph A. Boateng and Michael A. Forrester, to ensure alignment with their investment objectives. Participate in the virtual meeting if you have questions, or simply vote your proxy FOR the recommended nominees as the Board suggests.

Key Numbers

• 147,023,383 — Common Shares outstanding for NAC (As of October 22, 2025, for voting purposes)
• 10,878 — Total Preferred Shares outstanding for NAC (Sum of all VRDP and MFP series for NAC as of October 22, 2025)
• 219 — Number of portfolios overseen by Board Members Boateng and Forrester (Indicates significant oversight responsibility within the Fund Complex)
• 3 — Number of Class I Board Members to be elected by Common and Preferred Shares (For Arizona Quality, California AMT-Free, California Quality, and Massachusetts Quality)
• 2 — Number of Board Members to be elected by Preferred Shares only (For Arizona Quality, California AMT-Free, California Quality, and Massachusetts Quality)
• 4 — Number of Class I Board Members to be elected for California Value (To be elected by all shareholders of California Value)
• 33 1/3% — Quorum requirement for Preferred Shareholder-only elections (Lower quorum than general shareholder meetings)
• 30% — Minimum Preferred Shares voted for NYSE Rule 452 proportionate voting (Threshold for certain preferred shares to be voted proportionally by brokers)
• 10% — Maximum Preferred Shares voted against for NYSE Rule 452 proportionate voting (Threshold for certain preferred shares to be voted proportionally by brokers)
• 2028 — Expiration year for Class I Board Member terms (Indicates a three-year term for these elected Board Members)

Key Players & Entities

• Nuveen California Quality Municipal Income Fund (company) — Registrant
• NAC (company) — Ticker symbol for Nuveen California Quality Municipal Income Fund
• December 18, 2025 (date) — Date of Annual Meeting of Shareholders
• Mark L. Winget (person) — Vice President and Secretary
• October 22, 2025 (date) — Record date for shareholders entitled to vote
• Joseph A. Boateng (person) — Nominated Class II Board Member overseeing 219 portfolios
• Michael A. Forrester (person) — Nominated Class I Board Member overseeing 219 portfolios
• Nuveen Fund Advisors, LLC (company) — Adviser to the Funds
• Teachers Insurance and Annuity Association of America (company) — Parent company of Nuveen, LLC
• Nuveen, LLC (company) — Adviser's parent company

FAQ

Industry Context

The municipal bond fund industry, particularly those focused on specific states like California, operates within a highly regulated environment. These funds aim to provide tax-advantaged income to investors, facing competition from other municipal bond funds, taxable fixed-income products, and direct municipal bond investments. Regulatory changes and interest rate fluctuations are key drivers of performance and investor demand.

Regulatory Implications

The filing highlights the importance of SEC regulations and NYSE rules, such as Rule 452, which govern proxy solicitations, shareholder voting, and broker discretionary voting. Compliance with these rules is critical for ensuring the validity of shareholder meetings and votes. Changes in tax laws or municipal bond regulations could also impact the fund's operations and attractiveness.

What Investors Should Do

1. Review the Joint Proxy Statement carefully.
2. Vote your shares promptly.
3. If attending the virtual meeting, ensure you have the necessary control number or legal proxy.
4. Note the different voting requirements for Common and Preferred Shares.

Key Dates

• 2025-11-06: Filing of DEF 14A by Nuveen California Quality Municipal Income Fund (NAC) — Announces the Annual Meeting of Shareholders and provides details on voting matters and outstanding shares.
• 2025-10-22: Record date for shareholders entitled to vote at the Annual Meeting — Determines which shareholders are eligible to vote on the election of Board Members and other proposals.
• 2025-12-18: Annual Meeting of Shareholders — Shareholders will vote on the election of Board Members and other business.
• 2025-11-11: First mailing of Joint Proxy Statement to shareholders — Informs shareholders about the upcoming meeting and provides proxy voting materials.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about an upcoming annual meeting of shareholders, including matters to be voted on, director nominees, and other corporate governance details. (This document is the primary source of information regarding the Nuveen California Quality Municipal Income Fund's annual meeting and shareholder voting.)

Class I Board Members

A classification of members of the Board of Trustees, typically serving a three-year term, with elections staggered annually. (Shareholders will vote on the election of Class I Board Members, indicating their role in the fund's governance.)

Common Shares

The basic form of ownership in a corporation or fund, representing a claim on assets and earnings. (Holders of Common Shares will vote on the election of three Class I Board Members for NAC.)

Preferred Shares

A class of ownership in a corporation or fund that has a higher claim on assets and earnings than common shares, often with a fixed dividend. (Holders of Preferred Shares have specific voting rights for certain Board Member elections and are subject to different quorum requirements.)

Quorum

The minimum number of shareholders or shares that must be present at a meeting for business to be legally transacted. (The filing specifies quorum requirements for both general shareholder meetings and preferred shareholder-only elections, impacting the validity of votes.)

NYSE Rule 452

A rule from the New York Stock Exchange that governs the ability of brokers to vote shares held in 'street name' on behalf of beneficial owners when no voting instructions are received. (This rule impacts how certain Preferred Shares held by brokers may be voted, particularly concerning proportionate voting thresholds.)

Street Name

A method of holding securities where the securities are registered in the name of a broker or bank rather than the beneficial owner. (Understanding 'street name' is crucial for determining voting rights and procedures, especially in relation to NYSE Rule 452.)

Virtual Meeting

A meeting conducted online via live webcast, allowing shareholders to attend, participate, and vote remotely. (The annual meeting for NAC and other Nuveen funds will be held virtually, requiring specific instructions for shareholder participation.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming Annual Meeting of Shareholders on December 18, 2025, and the election of Board Members. Unlike a typical annual report (10-K) or semi-annual report (10-Q), it does not provide updated financial performance metrics such as revenue, net income, or changes in assets and liabilities compared to a prior period. The key information relates to corporate governance and shareholder voting procedures.

Key Financial Figures

• $0.01 — Common shares of beneficial interest, $0.01 par value, of each Fund are collectivel

Filing Documents

• d33095ddef14a.htm (DEF 14A) — 427KB
• g33095g20a48.jpg (GRAPHIC) — 175KB
• g33095g20a49.jpg (GRAPHIC) — 186KB
• g33095g20a50.jpg (GRAPHIC) — 126KB
• g33095g20a51.jpg (GRAPHIC) — 175KB
• g33095g58b43.jpg (GRAPHIC) — 52KB
• 0001193125-25-269516.txt ( ) — 1411KB

From the Filing

DEF 14A 1 d33095ddef14a.htm NUVEEN CALIFORNIA QUALITY MUNICIPAL INCOME FUND Nuveen California Quality Municipal Income Fund UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the RegistrantFiled 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 under 240.14a-12 Nuveen California Quality Municipal Income Fund (NAC) (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 paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Notice of Annual Meeting of Shareholders to be held on December 18, 2025 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 November 6, 2025 Nuveen Arizona Quality Municipal Income Fund (NAZ) Nuveen California AMT-Free Quality Municipal Income Fund (NKX) Nuveen California Municipal Value Fund (NCA) Nuveen California Quality Municipal Income Fund (NAC) Nuveen Massachusetts Quality Municipal Income Fund (NMT) To the Shareholders of the Above Funds: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Arizona Quality Municipal Income Fund ("Arizona Quality"), Nuveen California AMT-Free Quality Municipal Income Fund ("California AMT-Free"), Nuveen California Municipal Value Fund ("California Value"), Nuveen California Quality Municipal Income Fund ("California Quality") and Nuveen Massachusetts Quality Municipal Income Fund ("Massachusetts Quality"), each a Massachusetts business trust (each, a "Fund" and collectively, the "Funds"), will be held on Thursday, December 18, 2025, at 2:00 p.m., Central time (for each Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting. We will be hosting this year's Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MDDDMSP at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting. Matters to Be Voted on by Shareholders: 1. To elect Members to the Board of Trustees (each a "Board" and each Trustee a "Board Member") of each Fund as outlined below: a. For Arizona Quality, California AMT-Free, California Quality and Massachusetts Quality, to elect five (5) Board Members. i) three (3) Class I Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. b. For California Value, to elect four (4) Class I Board Members. 2. To transact such other business as may properly come before the Annual Meeting. Shareholders of record at the close of business on October 22, 2025 are entitled to notice of and to vote at the Annual Meeting. While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide. Mark L. Winget Vice President and Secretary Joint Proxy Statement 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 November 6, 2025 Th

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View this DEF 14A filing on SEC EDGAR