Nuveen California Municipal Value Fund Sets Virtual Shareholder Meeting

TL;DR

**NCA's virtual annual meeting is a routine governance check, vote FOR the Board nominees, nothing to see here.**

AI Summary

Nuveen California Municipal Value Fund (NCA) is holding its Annual Meeting of Shareholders on December 18, 2025, as a virtual-only event. Shareholders of record as of October 22, 2025, are entitled to vote on the election of four Class I Board Members for NCA. The nominees for these positions are Michael A. Forrester, Gifford R. Kenny, Robert J. Wolff, and Judith M. Young, who will serve until the 2028 annual meeting. This DEF 14A filing also covers similar annual meetings for four other Nuveen funds: Nuveen Arizona Quality Municipal Income Fund (NAZ), Nuveen California AMT-Free Quality Municipal Income Fund (NKX), Nuveen California Quality Municipal Income Fund (NAC), and Nuveen Massachusetts Quality Municipal Income Fund (NMT). For these other funds, shareholders will elect five Board Members, including three Class I Board Members by common and preferred shareholders and two Board Members by preferred shareholders only. The filing details the virtual meeting logistics and voting procedures, emphasizing that abstentions and broker non-votes will not affect the outcome of Board Member elections for NCA, which requires a plurality vote.

Why It Matters

This DEF 14A filing outlines the upcoming virtual annual meeting for Nuveen California Municipal Value Fund (NCA) and several other Nuveen funds, primarily focusing on Board Member elections. For investors, understanding the composition and election process of the Board of Trustees is crucial as these individuals oversee the fund's management and strategic direction, directly impacting investment performance and governance. The shift to a virtual meeting format reflects broader market trends in corporate governance, offering convenience but potentially limiting direct shareholder engagement. Competitive context shows Nuveen, a major player in municipal bond funds, maintaining standard governance practices across its diverse fund complex.

Risk Assessment

Risk Level: low — The filing primarily concerns routine Board Member elections and meeting logistics, indicating no immediate financial or operational risks. The election of Board Members by plurality vote, with the number of nominees equaling the number of seats, ensures a straightforward outcome. The virtual meeting format, while a change, is clearly outlined with instructions for participation, mitigating access risk for shareholders.

Analyst Insight

Investors should review the Board Member nominees to ensure alignment with their governance expectations, then cast their votes as instructed via mail, telephone, or internet. Given the routine nature and plurality voting, active opposition is unlikely to change the outcome, but participation reinforces shareholder engagement.

Key Numbers

• 33,108,195 — Common Shares Outstanding (For Nuveen California Municipal Value Fund (NCA) as of October 22, 2025)
• 4 — Class I Board Members to be elected (For Nuveen California Municipal Value Fund (NCA))
• 2028 — Year Class I Board Member terms expire (For elected Class I Board Members of NCA)
• 2:00 p.m. — Annual Meeting start time (Central time on December 18, 2025)

Key Players & Entities

• Nuveen California Municipal Value Fund (company) — Registrant for DEF 14A filing
• NCA (company) — Ticker symbol for Nuveen California Municipal Value Fund
• December 18, 2025 (date) — Date of Annual Meeting of Shareholders
• October 22, 2025 (date) — Record date for shareholders entitled to vote
• Michael A. Forrester (person) — Nominee for Class I Board Member
• Gifford R. Kenny (person) — Nominee for Class I Board Member
• Robert J. Wolff (person) — Nominee for Class I Board Member
• Judith M. Young (person) — Nominee for Class I Board Member
• Mark L. Winget (person) — Vice President and Secretary
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Virtual Meeting Format and Shareholder Participation [medium — regulatory]: The annual meeting is being held in a virtual-only format, requiring shareholders to attend online via live webcast. Shareholders holding shares through an intermediary must register in advance by submitting proof of proxy power, which could lead to participation barriers or delays if not completed correctly and timely.
• Voting Procedures and Shareholder Representation [medium — regulatory]: Shareholders are encouraged to vote promptly via mail, telephone, or internet to ensure their shares are represented. While abstentions and broker non-votes do not affect the outcome for NCA's board elections, the process for registering and voting, especially for those holding shares through intermediaries, requires careful attention to deadlines and documentation.
• Dependence on Municipal Bond Market Performance [high — market]: As a municipal bond fund, NCA's performance is directly tied to the health and volatility of the municipal bond market. Changes in interest rates, tax laws, and the credit quality of municipal issuers can significantly impact the fund's net asset value and income distributions.

Industry Context

Nuveen California Municipal Value Fund operates within the closed-end fund sector, specifically focusing on municipal bonds. This sector is influenced by interest rate environments, tax policies, and the creditworthiness of state and local government issuers. Competition exists among various municipal bond funds, both closed-end and open-end, offering investors different strategies and risk profiles.

Regulatory Implications

The filing is a Schedule 14A, a standard SEC disclosure for proxy solicitations. Compliance with SEC rules regarding proxy statements, shareholder voting, and board elections is critical. The virtual meeting format also necessitates adherence to regulations governing remote shareholder participation and voting.

What Investors Should Do

1. Review the nominees for the Board of Trustees.
2. Vote your shares promptly.
3. Understand the virtual meeting procedures.

Key Dates

• 2025-10-22: Record Date for Shareholder Entitlement — Establishes the list of shareholders eligible to vote at the Annual Meeting.
• 2025-11-06: Date of Joint Proxy Statement and Notice of Annual Meeting — Informs shareholders about the upcoming meeting, matters to be voted on, and provides proxy materials.
• 2025-11-11: First Mailing of Joint Proxy Statement — Ensures shareholders receive the proxy materials within a reasonable timeframe before the meeting.
• 2025-12-18: Annual Meeting of Shareholders — The date when shareholders will vote on the election of Board Members and other business.

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. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and board elections for NCA and other Nuveen funds.)

Class I Board Members

A classification of Board of Trustees members, typically elected for a specific term, in this case, until the 2028 annual meeting. (Shareholders of NCA will be voting to elect four Class I Board Members.)

Plurality Vote

A voting system where the candidate who receives the most votes is elected, even if they do not receive a majority of the votes cast. (This is the voting standard for the election of Board Members for NCA, meaning the four nominees with the most votes will be elected.)

Abstentions

A shareholder's choice not to vote for or against a particular proposal. (Abstentions will not affect the outcome of the Board Member elections for NCA, as a plurality vote is required.)

Broker Non-Votes

Shares held by a broker or nominee for which instructions have not been received from the beneficial owner and the broker does not have discretionary voting power. (Broker non-votes will not affect the outcome of the Board Member elections for NCA, as a plurality vote is required.)

Virtual Meeting

A meeting conducted online via live webcast, allowing shareholders to attend, vote, and submit questions remotely. (The 2025 Annual Meeting for NCA and other Nuveen funds will be held exclusively in a virtual format.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Specific comparative financial metrics from a previous year's filing (e.g., revenue, net income, assets) are not detailed within this proxy statement, which primarily focuses on the upcoming shareholder vote for board elections and meeting logistics.

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) — 423KB
• g33095g20a48.jpg (GRAPHIC) — 175KB
• g33095g20a49.jpg (GRAPHIC) — 186KB
• g33095g58b43.jpg (GRAPHIC) — 52KB
• 0001193125-25-269499.txt ( ) — 992KB

From the Filing

DEF 14A 1 d33095ddef14a.htm NUVEEN CALIFORNIA MUNICIPAL VALUE FUND Nuveen California Municipal Value 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 Municipal Value Fund (NCA) (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 This Joint Proxy Statement is

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View this DEF 14A filing on SEC EDGAR