Allspring Utilities & High Income Fund Seeks Trustee Re-election

TL;DR

**Vote FOR the incumbent trustees, but keep an eye on the upcoming leadership changes as the Chair and another long-serving trustee are retiring soon.**

AI Summary

Allspring Utilities and High Income Fund (ERH) is holding its Annual Meeting of Shareholders on December 1, 2025, to elect three Class III Trustees: Timothy J. Penny, James G. Polisson, and Pamela Wheelock, all of whom are Independent Trustees. The Board unanimously recommends voting for these nominees. Shareholders of record as of October 1, 2025, are eligible to vote. The Fund's Board consists of eight Independent Trustees, with staggered terms for Class I (2026), Class II (2027), and Class III (2028). Timothy J. Penny, the current Chair since 2018, is expected to retire on or about December 31, 2026, despite being nominated for a term expiring in 2028. David F. Larcker is also expected to retire on December 31, 2025. The Fund had 8,8832,156 Shares outstanding as of October 1, 2025, with The Depository Trust Company owning approximately 100% of record. Officers and Trustees as a group beneficially owned less than 1% of the Fund's Shares. The Fund will bear proxy solicitation costs, including approximately $4,006 for Computershare Fund Services.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming election of three Class III Trustees to the Allspring Utilities and High Income Fund's Board, impacting governance and strategic direction. The staggered board terms, while promoting stability, also limit rapid board control changes, which could be a double-edged sword for activist investors. The impending retirements of key Independent Trustees Timothy J. Penny (Chair) and David F. Larcker introduce potential leadership transitions that could influence the Fund's oversight of its investment adviser, Allspring Funds Management, and sub-adviser, Allspring Global Investments. This stability and leadership transition context is vital for investors assessing the long-term management and performance of ERH in a competitive closed-end fund market.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A primarily concerns routine trustee elections and board governance, with no immediate material changes to the Fund's investment strategy or operations. The Board unanimously recommends the re-election of the three Class III nominees, indicating a stable governance structure. The only notable changes are the expected retirements of Timothy J. Penny by December 31, 2026, and David F. Larcker by December 31, 2025, which are planned transitions.

Analyst Insight

Investors should vote FOR the nominated trustees as recommended by the Board to maintain governance stability. However, they should closely monitor future filings for announcements regarding the succession plans for the retiring Chair, Timothy J. Penny, and Trustee David F. Larcker, as these changes could impact long-term oversight.

Key Numbers

• December 1, 2025 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• October 1, 2025 — Record Date (Shareholders of record on this date are entitled to vote)
• 8,8832,156 — Shares Outstanding (Total shares outstanding as of October 1, 2025)
• 3 — Trustees to be Elected (Number of Class III Trustees nominated for election)
• $4,006 — Proxy Solicitation Fee (Fee paid to Computershare Fund Services for proxy solicitation)
• 8 — Total Board Members (Current number of Independent Trustees on the Board)
• 33 1/3% — Quorum Requirement (Percentage of shares required for a quorum at the meeting)
• Less than 1% — Officer/Trustee Ownership (Aggregate beneficial ownership of Fund shares by officers and Trustees as a group)
• 92 — Portfolios Overseen (Number of portfolios in the Fund Complex overseen by each Trustee)
• 2028 — Class III Term Expiration (Year the elected Class III Trustees' terms expire)

Key Players & Entities

• ALLSPRING UTILITIES & HIGH INCOME FUND (company) — Registrant
• Timothy J. Penny (person) — Nominee Trustee, Chair of the Board since 2018, expected to retire around December 31, 2026
• James G. Polisson (person) — Nominee Trustee, Nominating and Governance Committee Chair since 2024
• Pamela Wheelock (person) — Nominee Trustee, Chair Liaison since July 2024
• Computershare Fund Services (company) — Proxy solicitor for the Fund
• R. Matthew Prasse (person) — Secretary of the Fund
• David F. Larcker (person) — Trustee since 2009, expected to retire on December 31, 2025
• Allspring Funds Management, LLC (company) — Fund's investment adviser
• Allspring Global Investments, LLC (company) — Fund's sub-adviser
• The Depository Trust Company (company) — Record owner of approximately 100% of outstanding Shares

FAQ

Industry Context

The Allspring Utilities and High Income Fund operates within the regulated utility and high-income investment sector. This sector is characterized by a focus on stable, dividend-paying companies, often in regulated industries like utilities, which can provide consistent income streams. However, these funds also face risks associated with interest rate sensitivity and regulatory changes that can impact utility operations and profitability. The competitive landscape includes other income-focused funds and fixed-income vehicles.

Regulatory Implications

As a registered investment company, the Fund is subject to the Investment Company Act of 1940 and other securities regulations. The election of Trustees is a key governance requirement. Changes in regulatory environments for utility companies can impact the Fund's investments. Compliance with disclosure requirements, such as this DEF 14A filing, is critical.

What Investors Should Do

1. Review the nominees for Trustee positions.
2. Vote your proxy.
3. Note the quorum requirement.
4. Consider the implications of abstentions and broker non-votes.

Key Dates

• 2025-12-01: Annual Meeting of Shareholders — Shareholders will vote on the election of three Class III Trustees and other business.
• 2025-10-01: Record Date — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-08-31: Fiscal Year End — The Annual Report covers the period up to this date.
• 2025-10-31: Proxy Materials Distribution — Proxy statement, notice of meeting, proxy card, and annual report are first sent to shareholders.
• 2026-12-31: Expected Retirement of Timothy J. Penny — Despite being nominated for a term expiring in 2028, the current Chair is expected to retire by this date.
• 2025-12-31: Expected Retirement of David F. Larcker — Another Trustee is expected to retire at the end of this year.

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. (This document is the definitive proxy statement for the Allspring Utilities and High Income Fund's annual meeting.)

Trustee

A member of the Board of Trustees responsible for overseeing the Fund's operations and protecting shareholder interests. (The primary purpose of the meeting is to elect three Trustees to the Board.)

Independent Trustee

A Trustee who is not considered an 'interested person' of the Fund, as defined by the Investment Company Act of 1940. (All eight current Trustees and the three nominees are Independent Trustees.)

Class III Trustee

A category of Trustees whose terms are staggered and expire in a particular year. For Class III, the term expires in 2028. (Three Class III Trustees are up for election at the upcoming meeting.)

Record Date

A specific date set by the Fund to determine which shareholders are eligible to vote at a shareholder meeting. (Shareholders of record on October 1, 2025, are eligible to vote.)

Quorum

The minimum number of shares that must be represented at a meeting, either in person or by proxy, for business to be legally transacted. (A quorum requires 33 1/3% of the Fund's outstanding shares.)

Proxy

A document that authorizes another person to vote a shareholder's shares at a meeting in accordance with the shareholder's instructions. (Shareholders can vote by proxy if they cannot attend the meeting in person or telephonically.)

Broker Non-Vote

Occurs when a broker holding shares for a client does not receive voting instructions from the client and does not have discretionary power to vote on a particular matter. (Broker non-votes count towards quorum but have the effect of a vote against the proposal.)

Year-Over-Year Comparison

This filing pertains to the annual meeting for the election of Trustees and does not provide comparative financial performance metrics against a prior year's filing. Key dates and the composition of the Board are updated, with specific attention to upcoming Trustee retirements. The number of shares outstanding (8,8832,156 as of October 1, 2025) and the proxy solicitation fee ($4,006) are specific to this year's meeting.

Key Financial Figures

• $4,006 — Shareholders for a fee of approximately $4,006. This fee will be borne by the Fund.
• $10,001 — ominee Trustees William R. Ebsworth $10,001-$50,000 Over $100,000 Jane A. Freem
• $50,000 — rustees William R. Ebsworth $10,001-$50,000 Over $100,000 Jane A. Freeman $1-
• $100,000 — am R. Ebsworth $10,001-$50,000 Over $100,000 Jane A. Freeman $1-$10,000 Over $
• $1 — 000 Over $100,000 Jane A. Freeman $1-$10,000 Over $100,000 Non-Intereste
• $10,000 — Over $100,000 Jane A. Freeman $1-$10,000 Over $100,000 Non-Interested Truste

Filing Documents

• proxy.htm (DEF 14A) — 412KB
• image1.jpg (GRAPHIC) — 62KB
• image2.gif (GRAPHIC) — 1KB
• image3.gif (GRAPHIC) — 1KB
• 0001279014-25-000007.txt ( ) — 502KB

From the Filing

DEF 14A 1 proxy.htm SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 ALLSPRING UTILITIES AND HIGH INCOME FUND (Name of Registrant as Specified in Its Charter) Payment of filing fee (check the appropriate box): [ X ] [ ] No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   (a) Title of each class of securities to which transaction applies:   (b) Aggregate number of securities to which transaction applies:   (c) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):   (d) Proposed maximum aggregate value of transaction:   (e) Total fee paid: [ ] Fee paid previously with preliminary material [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.   (a) Amount Previously Paid: ______________   (b) Form, Schedule or Registration Statement No.: ____   (c) Filing Party: ______________________   (d) Date Filed: _______________________     ALLSPRING UTILITIES AND HIGH INCOME FUND 1415 Vantage Park Drive, 3rd Floor, Charlotte, North Carolina 28203 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 1, 2025 Notice is hereby given that the Annual Meeting of Shareholders (the “Meeting”) of the Allspring Utilities and High Income Fund (the “Fund”) will be held at 101 Seaport Boulevard, 11th Floor, Boston, Massachusetts 02210 on December 1, 2025, at 1:00 p.m. Eastern time, for the following purposes:   1. To elect three Trustees to the Board of Trustees of the Fund to serve for the term indicated herein and until their successors shall have been duly elected and qualified; and   2. To transact such other business as may properly come before the Meeting or any adjournments thereof.   Shareholders of record at the close of business on October 1, 2025, will be entitled to vote at the Meeting to the extent described in the accompanying proxy statement. If you cannot attend the Meeting in person, you also have the option to attend the Meeting telephonically. It is hoped that you will attend the Meeting in person or telephonically, but if you cannot do so, please complete and sign the enclosed proxy card and return it in the accompanying envelope as promptly as possible or vote by telephone or Internet. Any shareholder attending the Meeting can vote at that time even though a proxy may have already been designated by the shareholder. Instructions for the proper execution of the proxy card, as well as instructions on how to vote by telephone and Internet, are set forth at the end of the proxy statement. If you wish to attend the Meeting in person or telephonically, please call the Fund’s proxy solicitor, Computershare Fund Services, at 866-585-6517 for further instructions. THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE. By Order of the Board of Trustees, R. Matthew Prasse Secretary October 31, 2025   1       ALLSPRING UTILITIES AND HIGH INCOME FUND PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees (the “Board”) of the Allspring Utilities and High Income Fund (the “Fund”) for the Annual Meeting of Shareholders (the “Meeting”) to be held at 101 Seaport Boulevard, 11th Floor, Boston, Massachusetts 02210 on December 1, 2025, at 1:00 p.m. Eastern time. If you cannot attend the Meeting in person, you also have the option to attend the Meeting telephonically. If you wish to participate in the Meeting, you may submit the proxy card included with this proxy statement by mail, vote by telephone or Internet, or attend the Meeting in person or telephonically. (See “Instructions for Executing Proxy Card” at the end of this proxy statement for voting instructions.) If you wish to attend the Meeting in person or telephonically, please call the Fund’s proxy solicitor, Computershare Fund Services, at 866-585-6517 for instructions. This proxy statement, the accompanying Notice of Annual Me

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