Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
August 01 2024 - 1:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate
box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-12 |
MAINSTAY CBRE GLOBAL INFRASTRUCTURE MEGATRENDS TERM FUND
(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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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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): N/A
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Proposed maximum aggregate value of transaction: N/A
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Fee paid with preliminary materials. |
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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. |
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Amount Previously Paid: N/A
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Subject: IMPORTANT PLEASE READMEGI Shareholder Meeting Proxy & Saba Capital
We wanted to make you aware that over the next two weeks NYL Investments and Saba Capital, an activist hedge fund, will each be distributing proxy materials
to shareholders seeking the election of Trustees to MEGIs board at the September shareholder meeting. As such, shareholders will receive separate proxy voting materials as well letters from NYLI in subsequent weeks as we seek to attain quorum.
MEGI is overseen by a Board of Trustees (Board) comprised of 6 independent Trustees and 1 interested Trustee (Naïm Abou-Jaoudé).
Each year, a different class of Trustees is elected for a 3-year term. This year, the Board is seeking the re-election of Alan Latshaw and Karen Hammond. By contrast,
Saba, which has accumulated a position of approximately 11% of outstanding shares, is seeking to elect Paul Kazarian, an employee of Saba.
Saba has been
increasingly in the press over the past 24-months as closed-end fund discounts widened and they accumulated shares in wide array of funds. Saba regularly seeks to cause closed-end funds to engage in actions which can result in adverse consequences for long-term investors.
The Board is
unanimously OPPOSED to the nomination of Sabas Nominee as it does not believe the nomination is in the best interest of the Fund or its shareholders. Sabas nominee is an officer of Saba and represents the interests of Saba. And unlike
the Funds Board, Saba has no fiduciary duty to the Funds shareholders.
The Board and Fund management are committed to continued thoughtful
actions designed to enhance long-term shareholder value and improving the relationship between the Funds Net Asset Value (NAV) and its market price.
NYLIM believes that the proposed change to the Funds independent trustees is not warranted for several reasons:
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MEGI has delivered consistent and attractive distributions since its inception in October of 2021. The fund
offers distribution rates higher than most of its peers, increasing the monthly distribution by 15% over the last year. Peer funds have experienced a modest 2% increase in distributions in the last year. |
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MEGIs unique thematic approach faced challenging market conditions shortly after its launch in October of
2021. The unprecedented interest rate tightening cycle that commenced shortly after the MEGIs launch resulted in significant market volatility and the expansion of NAV discounts within the peer group. MEGIs discount has narrowed
approximately 6.5% for the year-to-date as of 7/26/24 and is trading in-line with the peer group average. |
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The Funds Board and Management have taken steps to keep expenses low. |
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MEGIs Independent Trustees serve the best interests of all shareholders through sound corporate governance
and initiatives designed to enhance the long-term value. |
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The Boards nominees have decades of experience in senior executive roles at leading asset managers and
large public accounting firms, including Fidelity, Arthur Anderson and Ernst and Young. |
Proxy Statements will be sent out to all MEGI
shareholders on or about August 1st. We encourage shareholders to read the Proxy Statement and cast their vote by promptly signing the WHITE proxy card to vote FOR the Class II Trustee nominees
recommended by the Funds Board and return it promptly. It is important that votes be received by no later than the time of the Meeting on September 27, 2024. We also encourage shareholders NOT to send back any
proxy card received from Saba as voting Against, Withhold, or Abstain on Sabas proxy will revoke any proxy previously submitted. Only shareholders latest dated proxy will be counted.
FOR NYLIM INTERNAL USE ONLY NOT FOR USE OUTSIDE OF NYLIM
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