PIMCO Funds Set Trustee Elections for Dec. 15 Meeting

Ticker: PCQ · Form: DEF 14A · Filed: Nov 4, 2025 · CIK: 1140411

Pimco California Municipal Income Fund DEF 14A Filing Summary
FieldDetail
CompanyPimco California Municipal Income Fund (PCQ)
Form TypeDEF 14A
Filed DateNov 4, 2025
Risk Levelmedium
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Trustee Election, Closed-End Fund, Municipal Bonds, Corporate Governance, Shareholder Meeting, PIMCO

Related Tickers: PCQ, PML, PNI

TL;DR

**PIMCO's trustee elections are a rubber stamp for management, reinforcing a classified board that makes shareholder-led change nearly impossible.**

AI Summary

PIMCO California Municipal Income Fund (PCQ), PIMCO Municipal Income Fund II (PML), and PIMCO New York Municipal Income Fund II (PNI) are holding a Joint Annual Meeting of Shareholders on December 15, 2025, at 8:00 A.M. Pacific Time, to elect Trustees. The filing details the re-election of Kathleen A. McCartney and the election of Mark Michel as Class II Trustees, to be voted on by both Common and Preferred Shareholders, with terms expiring in the 2028 fiscal year. Additionally, Sarah E. Cogan is up for re-election as a Class II Trustee and Deborah A. DeCotis for election as a Class I Trustee, both to be voted on exclusively by Preferred Shareholders, with terms expiring in the 2028 and 2027 fiscal years, respectively. The Board of each Fund consists of eight Trustees, with approximately 75% (six) being Independent Trustees. Key beneficial owners of PCQ include Charles Schwab & Co Inc with 24.51% of common shares and Bank of New York Mellon with 67.93% of preferred shares. The classified board structure, requiring 75% shareholder approval for certain corporate actions unless approved by a majority of the Board and 75% of Continuing Trustees, aims to promote management continuity.

Why It Matters

This DEF 14A filing outlines the upcoming trustee elections for three PIMCO municipal income funds, which is crucial for investors as it details the composition and continuity of the funds' governance. The classified board structure, requiring a minimum of two years to change a majority of the board, could limit shareholder influence on strategic decisions, potentially impacting fund performance and responsiveness to market changes. For employees and customers, stable governance under PIMCO's management suggests consistent investment strategies, but the high concentration of beneficial ownership by institutions like Charles Schwab (24.51% of PCQ common) and Bank of New York Mellon (67.93% of PCQ preferred) could centralize voting power, affecting broader market dynamics for municipal bond funds.

Risk Assessment

Risk Level: medium — The classified board structure, where only one class of Trustees can be replaced annually, makes it difficult for shareholders to change a majority of the Board, potentially limiting accountability. Furthermore, certain corporate actions require 75% shareholder approval unless approved by a majority of the Board and 75% of 'Continuing Trustees,' which could entrench current management and reduce shareholder power.

Analyst Insight

Investors should carefully review the voting proposals and consider the implications of the classified board structure on their ability to influence fund governance. Given the high beneficial ownership by institutional entities, individual shareholders should actively participate in voting to ensure their interests are represented, or consider if the fund's governance aligns with their long-term investment goals.

Key Numbers

  • 2025-12-15 — Joint Annual Meeting Date (Date for shareholder vote on Trustees)
  • 2025-10-16 — Record Date (Date for determining shareholders entitled to vote)
  • 56,136,824.71 — PCQ Outstanding Common Shares (Total common shares for PIMCO California Municipal Income Fund)
  • 4,019.00 — PCQ Outstanding Preferred Shares (Total preferred shares for PIMCO California Municipal Income Fund)
  • 24.51% — Charles Schwab & Co Inc Ownership (Percentage of PIMCO California Municipal Income Fund common shares beneficially owned)
  • 67.93% — Bank of New York Mellon Ownership (Percentage of PIMCO California Municipal Income Fund preferred shares beneficially owned)
  • 75% — Shareholder Approval Threshold (Required for certain corporate actions unless approved by Board and Continuing Trustees)
  • 8 — Total Trustees (Number of Trustees on each Fund's Board)
  • 6 — Independent Trustees (Number of Independent Trustees on each Fund's Board)
  • 75% — Independent Trustee Percentage (Percentage of Independent Trustees on each Fund's Board)

Key Players & Entities

  • PIMCO California Municipal Income Fund (company) — Registrant
  • PIMCO Municipal Income Fund II (company) — Registrant
  • PIMCO New York Municipal Income Fund II (company) — Registrant
  • Pacific Investment Management Company LLC (company) — Investment Manager
  • Ryan G. Leshaw (person) — Secretary and Chief Legal Officer
  • Sarah E. Cogan (person) — Class II Trustee nominee
  • Deborah A. DeCotis (person) — Class I Trustee nominee
  • Kathleen A. McCartney (person) — Class II Trustee nominee
  • Mark Michel (person) — Class II Trustee nominee
  • Charles Schwab & Co Inc (company) — Beneficial Owner of PCQ Common Shares

FAQ

What is the purpose of the PIMCO California Municipal Income Fund (PCQ) Joint Annual Meeting?

The Joint Annual Meeting of Shareholders for PIMCO California Municipal Income Fund (PCQ), PIMCO Municipal Income Fund II (PML), and PIMCO New York Municipal Income Fund II (PNI) is scheduled for December 15, 2025, at 8:00 A.M. Pacific Time, primarily to elect Trustees for each Fund.

Who are the nominees for Trustee positions at the PIMCO California Municipal Income Fund (PCQ) meeting?

The nominees for Trustee positions include Kathleen A. McCartney and Mark Michel for election as Class II Trustees, to be voted on by both Common and Preferred Shareholders. Sarah E. Cogan is nominated for re-election as a Class II Trustee, and Deborah A. DeCotis for election as a Class I Trustee, both to be voted on exclusively by Preferred Shareholders.

What is the record date for voting at the PIMCO California Municipal Income Fund (PCQ) meeting?

The Board of Trustees of each Fund has fixed the close of business on October 16, 2025, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting.

How many shares are outstanding for PIMCO California Municipal Income Fund (PCQ)?

As of the record date, PIMCO California Municipal Income Fund (PCQ) has 56,136,824.71 outstanding common shares and 4,019.00 outstanding preferred shares.

Who are the significant beneficial owners of PIMCO California Municipal Income Fund (PCQ)?

Significant beneficial owners of PIMCO California Municipal Income Fund (PCQ) include Charles Schwab & Co Inc, holding 24.51% of common shares, and Bank of New York Mellon, holding 67.93% of preferred shares.

What is the board structure of PIMCO California Municipal Income Fund (PCQ)?

The Board of each Fund consists of eight Trustees, with six of them being Independent Trustees, representing approximately 75% of the Board. The Trustees are divided into three classes with staggered terms.

What is the impact of the classified board structure on PIMCO California Municipal Income Fund (PCQ) shareholders?

The classified board structure means that generally only Trustees in a single class can be replaced in any one year, making it more difficult for shareholders to change a majority of the Board. This promotes continuity of management but limits the ability of other entities or persons to acquire control.

What approval threshold is required for certain corporate actions at PIMCO California Municipal Income Fund (PCQ)?

Certain corporate actions and transactions outside the ordinary course of business, such as mergers or significant asset dispositions, require the approval of 75% of the Funds' outstanding shares, unless approved by both a majority of the Board of Trustees and 75% of the Continuing Trustees.

Where can shareholders find additional proxy materials for PIMCO California Municipal Income Fund (PCQ)?

This Proxy Statement and the Annual Reports to Shareholders for the fiscal year ended December 31, 2024, for the Funds are available at pimco.com/closedendfunds.

How can shareholders vote at the PIMCO California Municipal Income Fund (PCQ) meeting?

Shareholders may vote by mail by returning a properly executed proxy card, by internet via the website listed on the proxy card, by telephone using the toll-free number on the proxy card, or in person by attending the Meeting.

Risk Factors

  • Investment Company Act of 1940 Compliance [medium — regulatory]: The Funds operate under the Investment Company Act of 1940, as amended. Compliance with this act and related regulations is crucial for their operations and governance. Failure to adhere to these regulations could result in regulatory scrutiny and penalties.
  • Joint Meeting Logistics and Shareholder Communication [low — operational]: The joint annual meeting involves three funds (PCQ, PML, PNI), requiring careful coordination for shareholder voting and communication. Ensuring all shareholders receive accurate proxy materials and understand voting procedures is critical for a smooth process.
  • Reliance on Investment Manager (PIMCO) [medium — financial]: The Funds rely on Pacific Investment Management Company LLC (PIMCO) as their investment manager. The performance and operational integrity of the Funds are directly tied to PIMCO's management capabilities and adherence to investment strategies.

Industry Context

The closed-end fund industry, particularly those focused on municipal income, operates within a regulated environment influenced by interest rate changes and tax policies. Competition exists among various fund managers offering similar income-generating strategies. The trend towards specialized funds catering to specific tax jurisdictions, like California, aims to attract investors seeking tax advantages.

Regulatory Implications

The Funds are subject to the Investment Company Act of 1940, requiring adherence to strict governance and disclosure rules. The election of Trustees and the structure of the Board (e.g., percentage of independent trustees) are key areas of regulatory focus to ensure shareholder protection.

What Investors Should Do

  1. Review Trustee Nominee Biographies
  2. Vote Proxies Promptly
  3. Confirm Voting Rights

Key Dates

  • 2025-12-15: Joint Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees for PCQ, PML, and PNI.
  • 2025-10-16: Record Date — Determines which shareholders are entitled to receive notice of and vote at the Joint Annual Meeting.
  • 2025-11-04: Date of Proxy Statement — Indicates when the official proxy materials were prepared and made available.
  • 2024-12-31: Fiscal Year End — The period covered by the Annual Reports to Shareholders, which are available alongside the proxy materials.

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information for shareholders regarding annual meetings, including proxy solicitations. (This document is the DEF 14A filing for the PIMCO California Municipal Income Fund and related funds, outlining the proposals for shareholder vote.)
Trustee
A member of the Board of Trustees responsible for overseeing the management and affairs of the Fund. (The primary purpose of the meeting is to elect Trustees, who are crucial for the governance and strategic direction of the Funds.)
Independent Trustee
A Trustee who is not an 'interested person' as defined by the Investment Company Act of 1940, meaning they have no direct financial or business ties to the Fund's manager or service providers. (A significant portion (75%) of the Board consists of Independent Trustees, which is a governance feature designed to protect shareholder interests.)
Common Shares
The standard class of shares representing ownership in a company or fund. (Common Shareholders of PCQ will vote on the re-election of Kathleen A. McCartney and the election of Mark Michel as Trustees.)
Preferred Shares
A class of shares that typically has priority over common shares for dividends and asset distribution, often with fixed dividend rates and limited voting rights. (Preferred Shareholders of PCQ have exclusive voting rights on the re-election of Sarah E. Cogan and the election of Deborah A. DeCotis as Trustees.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 16, 2025, is the Record Date for determining shareholders entitled to vote at the December 15, 2025, Joint Annual Meeting.)
Investment Company Act of 1940
A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This Act defines terms like 'interested person' and sets requirements for fund governance, including the composition of the Board of Trustees.)
RVMTPS
Remarketable Variable Rate Municipal Term Preferred Shares. A specific type of preferred share issued by the Funds. (These are the preferred shares of the Funds, and their holders have specific voting rights on certain Trustee elections.)

Year-Over-Year Comparison

This filing is a proxy statement for the annual meeting of shareholders, primarily focused on the election of Trustees. Unlike a typical annual report, it does not provide detailed financial performance metrics such as revenue, net income, or EPS for the previous fiscal year. Therefore, a direct comparison of financial performance metrics against a prior filing is not possible based on this document alone.

Filing Stats: 4,809 words · 19 min read · ~16 pages · Grade level 13.9 · Accepted 2025-11-04 16:10:17

Filing Documents

From the Filing

DEF 14A 1 d876572ddef14a.htm DEF 14A DEF 14A 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 Joint Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 PIMCO California Municipal Income Fund PIMCO Municipal Income Fund II PIMCO New York Municipal Income Fund II (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 JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2025 PIMCO CALIFORNIA MUNICIPAL INCOME FUND ("PCQ") PIMCO MUNICIPAL INCOME FUND II ("PML") PIMCO NEW YORK MUNICIPAL INCOME FUND II ("PNI") 650 Newport Center Drive Newport Beach, California 92660 To the Shareholders of PCQ, PML and PNI (each, a "Fund" and, collectively, the "Funds"): Notice is hereby given that a Joint Annual Meeting of Shareholders of each Fund (the "Meeting") will be held at the offices of Pacific Investment Management Company LLC ("PIMCO" or the "Manager"), at 650 Newport Center Drive, Newport Beach, California 92660, on Monday, December 15, 2025, at 8:00 A.M., Pacific Time, for the following purposes, which are more fully described in the accompanying Proxy Statement: 1 1. To elect Trustees of each Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified; and 2. To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. If you are planning to attend the Meeting in-person, please call 1-866-796-7180 in advance. The Board of Trustees of each Fund has fixed the close of business on October 16, 2025 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy is being solicited on behalf of the Board of Trustees of each Fund. 1 The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. By order of the Board of Trustees of each Fund Ryan G. Leshaw Secretary and Chief Legal Officer Newport Beach, California November 4, 2025 It is important that your shares be represented at the Meeting in person or by proxy, no matter how many shares you own. If you do not expect to attend the Meeting, please complete, date, sign and return the applicable enclosed proxy or proxies in the accompanying envelope, which requires no postage if mailed in the United States. Please mark and mail your proxy or proxies promptly in order to save any additional costs of further proxy solicitations and in order for the Meeting to be held as scheduled. PIMCO CALIFORNIA MUNICIPAL INCOME FUND ("PCQ") PIMCO MUNICIPAL INCOME FUND II ("PML") PIMCO NEW YORK MUNICIPAL INCOME FUND II ("PNI") 650 Newport Center Drive Newport Beach, California 92660 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2025 This Proxy Statement and the Annual Reports to Shareholders for the fiscal year ended December 31, 2024 for the Funds are also available at pimco.com/closedendfunds. PROXY STATEMENT November 4, 2025 FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2025 INTRODUCTION This Proxy be voted at the Joint Annual Meeting of Shareholders of each Fund and any adjournment(s) or postponement(s) thereof. The term "Meeting" is used throughout this joint Proxy Statement to refer to the Annual Meeting of Shareholders of each Fund, as dictated by the context. The Meeting will be held at the offices of Pacific Investment Management Company LLC ("PIMCO" or the "Manager"), at 650 Newport Center Drive, Newport Beach, California 92660, on Monday, December 15, 2025, at 8:00 A.M., Pacific Time. The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. The Notice of Joint Annual Meeting of Shareholders (the "Notice"), this Proxy Statement and the enclosed proxy cards are first being sent to Shareholders on or about November 14, 2025. The Meeting is scheduled as a joint meeting of the holders of all shares of the Funds, which consist of holders of common shares of each Fund (the 1 "Common Shareholders") and holders of preferred shares (the "Preferred Shareholders" an

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