PIMCO Funds Set Dec. 15 Shareholder Meeting for Trustee Elections

Ticker: PML · Form: DEF 14A · Filed: Nov 4, 2025 · CIK: 1170299

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

Sentiment: neutral

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

Related Tickers: PML, PCQ, PNI

TL;DR

**PML's board elections are a routine governance move, reinforcing PIMCO's stable management, so don't expect any major shake-ups.**

AI Summary

PIMCO Municipal Income Fund II (PML) is holding a Joint Annual Meeting of Shareholders on December 15, 2025, at 8:00 A.M. Pacific Time, to elect Trustees. The Board of Trustees has fixed October 16, 2025, as the record date for shareholders entitled to vote. PML has 125,501,670.65 outstanding common shares and 7,320.00 outstanding preferred shares. Shareholders will vote on the re-election of Kathleen A. McCartney and the election of Mark Michel as Class II Trustees, serving until the 2028 fiscal year annual meeting. Preferred Shareholders will exclusively vote on the re-election of Sarah E. Cogan as a Class II Trustee (term expiring 2028 fiscal year) and the election of Deborah A. DeCotis as a Class I Trustee (term expiring 2027 fiscal year). PIMCO, the investment manager, will bear the cost of proxy solicitation. Several institutional holders, including National Financial Services LLC (19.58%) and Charles Schwab & Co Inc (17.11%), hold significant common shares in PML.

Why It Matters

This DEF 14A filing outlines the upcoming trustee elections for PIMCO Municipal Income Fund II (PML), PIMCO California Municipal Income Fund (PCQ), and PIMCO New York Municipal Income Fund II (PNI), which is crucial for governance and oversight. The classified board structure, where only a portion of trustees are elected each year, promotes management continuity but can make it harder for investors to effect rapid change. For investors, understanding the re-election of Kathleen A. McCartney and the election of Mark Michel, Sarah E. Cogan, and Deborah A. DeCotis is key to assessing the future direction and stability of the funds, especially given the significant institutional ownership by entities like National Financial Services LLC and Charles Schwab & Co Inc in PML. This continuity is a competitive advantage for PIMCO in the municipal bond fund space, signaling stability to clients.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily concerns routine trustee elections and provides transparency on the board's classified structure. There are no proposals for significant corporate actions or changes to investment strategy, and PIMCO, as the investment manager, is covering solicitation costs, indicating standard operational procedures.

Analyst Insight

Investors should review the backgrounds of the nominated trustees, particularly Mark Michel and Deborah A. DeCotis, to understand their potential contributions to the board. Given the classified board structure, long-term investors should focus on the stability and experience of the board rather than anticipating immediate strategic shifts.

Key Numbers

  • 125,501,670.65 — PML Outstanding Common Shares (As of October 16, 2025 Record Date)
  • 7,320.00 — PML Outstanding Preferred Shares (As of October 16, 2025 Record Date)
  • December 15, 2025 — Joint Annual Meeting Date (Date shareholders will vote on trustees)
  • October 16, 2025 — Record Date (Date for determining voting eligibility)
  • 19.58% — National Financial Services LLC Ownership (Percentage of PML common shares beneficially owned)
  • 17.11% — Charles Schwab & Co Inc Ownership (Percentage of PML common shares beneficially owned)
  • 7.39% — Bank of New York Mellon Ownership (Percentage of PML common shares beneficially owned)
  • 10.70% — Morgan Stanley Smith Barney Ownership (Percentage of PML common shares beneficially owned)
  • 75% — Independent Trustees (Percentage of the Board of each Fund that are Independent Trustees)
  • 8 — Total Trustees (Number of Trustees on the Board of each Fund)

Key Players & Entities

  • PIMCO Municipal Income Fund II (company) — Registrant
  • PIMCO California Municipal Income Fund (company) — Joint Annual Meeting participant
  • PIMCO New York Municipal Income Fund II (company) — Joint Annual Meeting participant
  • Pacific Investment Management Company LLC (company) — Investment Manager and Meeting Host
  • Kathleen A. McCartney (person) — Trustee nominee for re-election
  • Mark Michel (person) — Trustee nominee for election
  • Sarah E. Cogan (person) — Trustee nominee for re-election by Preferred Shareholders
  • Deborah A. DeCotis (person) — Trustee nominee for election by Preferred Shareholders
  • National Financial Services LLC (company) — Beneficial owner of 19.58% of PML common shares
  • Charles Schwab & Co Inc (company) — Beneficial owner of 17.11% of PML common shares

FAQ

When is the PIMCO Municipal Income Fund II (PML) Joint Annual Meeting of Shareholders?

The Joint Annual Meeting of Shareholders for PIMCO Municipal Income Fund II (PML) is scheduled for Monday, December 15, 2025, at 8:00 A.M. Pacific Time, at the offices of Pacific Investment Management Company LLC in Newport Beach, California.

What is the record date for voting at the PML shareholder meeting?

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.

Who are the nominees for Trustee election at the PML meeting?

Shareholders will vote on the re-election of Kathleen A. McCartney and the election of Mark Michel. Preferred Shareholders will exclusively vote on the re-election of Sarah E. Cogan and the election of Deborah A. DeCotis.

How many common shares does PIMCO Municipal Income Fund II (PML) have outstanding?

As of the record date, October 16, 2025, PIMCO Municipal Income Fund II (PML) had 125,501,670.65 common shares issued and outstanding.

What is the term length for the elected Trustees at PML?

If elected or re-elected, Kathleen A. McCartney and Mark Michel will serve terms consistent with Class II Trustees, expiring at the annual meeting during the 2028 fiscal year. Sarah E. Cogan will also serve as a Class II Trustee until the 2028 fiscal year. Deborah A. DeCotis will serve as a Class I Trustee until the annual meeting during the 2027 fiscal year.

Who bears the cost of soliciting proxies for the PML meeting?

The cost of soliciting proxies for each Fund will be borne by Pacific Investment Management Company LLC (PIMCO), the investment manager.

What is the significance of the classified Board structure for PML?

The classified Board structure, with Trustees divided into three classes, means generally only those Trustees in a single class may be replaced in any one year. This promotes continuity of management and limits the ability of other entities or persons to acquire control of a Fund by delaying the replacement of a majority of the Board.

Which entities hold significant beneficial ownership in PIMCO Municipal Income Fund II (PML)?

As of the record date, National Financial Services LLC beneficially owned 19.58% of PML's common shares, and Charles Schwab & Co Inc beneficially owned 17.11% of PML's common shares.

How can shareholders vote at the PML 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.

What percentage of the PIMCO Municipal Income Fund II (PML) Board consists of Independent Trustees?

The Board of each Fund, including PML, consists of eight Trustees, six of whom are Independent Trustees, representing approximately 75% of the Board.

Industry Context

PIMCO Municipal Income Fund II operates within the closed-end municipal bond fund sector. This sector is characterized by its focus on generating tax-exempt income for investors, often appealing to high-net-worth individuals in higher tax brackets. The industry is sensitive to interest rate changes and municipal credit quality. Competition exists among various asset managers offering similar income-focused, tax-advantaged investment vehicles.

Regulatory Implications

As a registered investment company, PML is subject to the Investment Company Act of 1940. The election of Trustees is a key governance requirement under this act. PIMCO, as the investment manager, must adhere to regulations concerning proxy solicitations and fiduciary duties to shareholders. Any changes in tax laws or municipal bond regulations could impact the fund's investment strategy and performance.

What Investors Should Do

  1. Review the proxy statement carefully.
  2. Vote your shares.
  3. Note the record date of October 16, 2025.
  4. Consider the role of Independent Trustees.

Key Dates

  • 2025-12-15: Joint Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees.
  • 2025-10-16: Record Date — Determines which shareholders are eligible to vote at the Joint Annual Meeting.
  • 2025-11-04: Date of Proxy Statement and Notice of Meeting — Official communication to shareholders regarding the upcoming meeting and proposals.
  • 2025-11-14: First mailing of Proxy Statement and Notice of Meeting — Marks the official start of the proxy solicitation period.

Glossary

DEF 14A
A filing required by 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 Joint Annual Meeting of Shareholders for PML and other PIMCO funds.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of, and to vote at, a shareholder meeting. (Establishes the pool of shareholders who can participate in the vote for electing Trustees on December 15, 2025.)
Trustees
Individuals elected to oversee the management and operations of the fund, acting in the best interests of shareholders. (The primary purpose of the meeting is to elect Trustees, who are responsible for the governance of PML.)
Independent Trustees
Trustees who are not considered 'interested persons' of the fund, meaning they do not have significant business or financial ties to the investment manager or the fund itself. (A significant portion (75%) of the Board consists of Independent Trustees, indicating a commitment to independent oversight.)
Common Shareholders
Holders of the common stock of the fund, typically entitled to vote on most matters presented to shareholders. (These shareholders, along with preferred shareholders, will vote on the election of Kathleen A. McCartney and Mark Michel as Trustees.)
Preferred Shareholders
Holders of preferred stock, which may have different voting rights or preferences compared to common stock. (These shareholders have exclusive voting rights on the election of Sarah E. Cogan and Deborah A. DeCotis as Trustees, and will vote with common shareholders on other trustee elections.)
1940 Act
The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, closed-end funds, and unit investment trusts, in the securities markets. (Defines terms like 'interested persons' used to classify Trustees as independent or not.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting focused on trustee elections and does not contain comparative financial performance data like revenue or net income from a prior year's annual report. The key information relates to the upcoming meeting's agenda, shareholder voting rights, and the composition of the Board of Trustees. The number of outstanding shares and record holders are provided as of the current record date, October 16, 2025, but a direct comparison to a previous filing's financial metrics is not possible from this document.

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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