PIMCO Funds Set Trustee Elections for Dec. 15 Shareholder Meeting

Ticker: PNI · Form: DEF 14A · Filed: Nov 4, 2025 · CIK: 1170311

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

Sentiment: neutral

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

Related Tickers: PNI, PCQ, PML

TL;DR

**PNI's upcoming trustee elections solidify board continuity, making it tough for outsiders to shake things up; vote for stability or prepare for a long game.**

AI Summary

PIMCO New York Municipal Income Fund II (PNI), along with PIMCO California Municipal Income Fund (PCQ) and 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 in Newport Beach, California. The primary purpose of this meeting is the election of Trustees. The Board of Trustees has fixed October 16, 2025, as the record date for shareholders entitled to vote. PNI has 23,889,852.12 outstanding common shares and 1,319.00 outstanding preferred shares as of the record date. Key proposals include the re-election of Sarah E. Cogan and Kathleen A. McCartney, and the election of Deborah A. DeCotis and Mark Michel to the Board. Ms. DeCotis is being nominated as a Class I Trustee, with her term expiring in the 2027 fiscal year, while Ms. Cogan, Ms. McCartney, and Mr. Michel are nominated as Class II Trustees, with terms expiring in the 2028 fiscal year. PIMCO, the investment manager, will bear the cost of soliciting proxies. Significant beneficial owners of PNI include National Financial Services LLC with 20.09% of common shares and Bank of New York Mellon with 88.70% of preferred shares.

Why It Matters

This DEF 14A filing outlines the upcoming election of trustees for PIMCO's municipal income funds, including PNI, which is crucial for governance and strategic direction. The classified board structure, requiring a minimum of two years to change a majority of the board, reinforces management continuity but could make it harder for activist investors to influence the fund. For investors, understanding the board composition and voting structure is key to assessing oversight and potential future performance. The significant beneficial ownership by institutions like Bank of New York Mellon and National Financial Services LLC highlights institutional confidence and influence within these funds, impacting market perception and competitive positioning in the municipal bond fund space.

Risk Assessment

Risk Level: low — The filing primarily concerns routine trustee elections and board structure, which is a standard corporate governance matter. There are no indications of significant financial distress, operational changes, or regulatory issues. The classified board structure, while potentially limiting shareholder influence, also promotes stability, reducing immediate governance risk.

Analyst Insight

Investors should review the nominated trustees' backgrounds and experience to ensure they align with the fund's long-term strategy and their own investment goals. Given the classified board structure, shareholders seeking significant governance changes should be aware of the multi-year timeline required to effect such changes and consider if their investment horizon aligns with this structure.

Key Numbers

  • 2025-12-15 — Joint Annual Meeting Date (Date shareholders will vote on trustees)
  • 2025-10-16 — Record Date (Date for determining eligible voters)
  • 23,889,852.12 — PNI Outstanding Common Shares (Number of common shares as of Record Date)
  • 1,319.00 — PNI Outstanding Preferred Shares (Number of preferred shares as of Record Date)
  • 88.70% — Bank of New York Mellon's PNI Preferred Ownership (Percentage of PNI preferred shares owned by Bank of New York Mellon)
  • 20.09% — National Financial Services LLC's PNI Common Ownership (Percentage of PNI common shares owned by National Financial Services LLC)
  • 75% — Independent Trustees (Percentage of Independent Trustees on the Board)
  • 8 — Total Trustees (Total number of Trustees on the Board)
  • 2027 — Deborah A. DeCotis's Term Expiration (Fiscal year her Class I Trustee term expires if elected)
  • 2028 — Class II Trustees' Term Expiration (Fiscal year for Sarah E. Cogan, Kathleen A. McCartney, and Mark Michel's terms if elected/re-elected)

Key Players & Entities

  • PIMCO NEW YORK MUNICIPAL INCOME FUND II (company) — Registrant
  • PIMCO California Municipal Income Fund (company) — Fund holding joint meeting
  • PIMCO Municipal Income Fund II (company) — Fund holding joint meeting
  • Pacific Investment Management Company LLC (company) — Manager and proxy solicitor
  • Ryan G. Leshaw (person) — Secretary and Chief Legal Officer
  • Sarah E. Cogan (person) — Trustee nominee
  • Deborah A. DeCotis (person) — Trustee nominee
  • Kathleen A. McCartney (person) — Trustee nominee
  • Mark Michel (person) — Trustee nominee
  • Bank of New York Mellon (company) — Significant beneficial owner of PNI preferred shares

FAQ

What is the primary purpose of the PIMCO New York Municipal Income Fund II (PNI) Joint Annual Meeting?

The primary purpose of the PIMCO New York Municipal Income Fund II (PNI) Joint Annual Meeting, scheduled for December 15, 2025, is 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.

When is the record date for shareholders to vote at the PNI 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 or any adjournment(s) or postponement(s) thereof.

Who are the nominees for Trustee positions at the PIMCO New York Municipal Income Fund II (PNI) meeting?

The nominees for Trustee positions at the PNI meeting include Deborah A. DeCotis (Class I), Sarah E. Cogan (Class II), Kathleen A. McCartney (Class II), and Mark Michel (Class II). Ms. DeCotis's term would expire in the 2027 fiscal year, while the others' terms would expire in the 2028 fiscal year.

How many common and preferred shares does PIMCO New York Municipal Income Fund II (PNI) have outstanding?

As of the record date of October 16, 2025, PIMCO New York Municipal Income Fund II (PNI) has 23,889,852.12 outstanding common shares and 1,319.00 outstanding preferred shares.

Which entities are significant beneficial owners of PIMCO New York Municipal Income Fund II (PNI) shares?

National Financial Services LLC beneficially owns 20.09% of PIMCO New York Municipal Income Fund II's common shares, and Bank of New York Mellon beneficially owns 88.70% of PNI's preferred shares as of the record date.

What is the board leadership structure for PIMCO New York Municipal Income Fund II (PNI)?

The Board of PIMCO New York Municipal Income Fund II consists of eight Trustees, with six (approximately 75%) being Independent Trustees. An Independent Trustee serves as Chair of the Board, selected by a majority vote of the Independent Trustees.

What are the voting rights for common and preferred shareholders of PNI regarding trustee elections?

Common and Preferred Shareholders of PNI, voting together as a single class, vote on the re-election of Kathleen A. McCartney and the election of Mark Michel. Preferred Shareholders, voting as a separate class, vote on the re-election of Sarah E. Cogan and the election of Deborah A. DeCotis.

Who bears the cost of soliciting proxies for the PIMCO Funds' annual meeting?

Pacific Investment Management Company LLC ("PIMCO" or the "Manager") will bear the cost of soliciting proxies for each Fund. Certain officers and employees may solicit proxies without additional compensation.

What is the impact of the classified Board structure on PNI shareholders?

The classified Board structure means that generally only Trustees in a single Class may be replaced in any one year, requiring a minimum of two years to change a majority of the Board under normal circumstances. This promotes management continuity but can make it more difficult for shareholders to change a majority of Trustees.

Where can shareholders find additional proxy materials for PIMCO New York Municipal Income Fund II (PNI)?

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

Industry Context

PIMCO New York Municipal Income Fund II operates within the closed-end municipal bond fund sector, which is influenced by interest rate environments and municipal credit quality. These funds aim to provide tax-exempt income to investors, with a focus on New York municipal securities. The competitive landscape includes other closed-end funds and open-end ETFs offering similar municipal exposure.

Regulatory Implications

The election of Trustees is a standard governance procedure governed by the Investment Company Act of 1940. PIMCO, as the investment manager, must comply with proxy solicitation rules and ensure transparency in the voting process. The classification of Trustees as 'independent' or 'interested' is a key regulatory requirement for fund governance.

What Investors Should Do

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

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 meeting.
  • 2025-11-04: Date of Proxy Statement and Notice of Meeting — Informs shareholders about the upcoming meeting and proposals.
  • 2024-12-31: Fiscal Year End for Annual Reports — The annual reports for this period are available to shareholders.

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, such as the election of directors. (This document is the proxy statement for the PIMCO NEW YORK MUNICIPAL INCOME FUND II's annual meeting.)
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 eligible to vote at the December 15, 2025, meeting.)
Proxy Statement
A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document outlines the proposals, including the election of Trustees, for the shareholders of PNI.)
Trustees
Individuals elected by shareholders to oversee the management and operations of a fund, acting in the best interests of the shareholders. (The primary purpose of the meeting is the election of Trustees for PNI.)
Independent Trustees
Trustees who are not considered 'interested persons' of the fund, as defined by the Investment Company Act of 1940, ensuring objective oversight. (The election of Trustees includes nominees who are classified as Independent Trustees.)
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 persons' used to classify Trustees.)
RVMTPS
Remarketable Variable Rate Municipal Term Preferred Shares, a type of preferred stock issued by municipal income funds. (These are the preferred shares of PNI that have specific voting rights on certain proposals.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting focused on trustee elections and does not contain financial performance metrics like revenue or net income. Therefore, a direct comparison of financial highlights to a previous filing is not applicable. The key information pertains to the upcoming meeting date, record date, and the specific proposals for electing Trustees, including the terms of their service.

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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