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Adjourned vote: MFS High Income Municipal Trust (NYSE: CXE) seeks reorganization approval

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

MFS High Income Municipal Trust (CXE) adjourned its special shareholder meeting to April 8, 2026 at 11:00 a.m. Eastern Time to continue soliciting votes on a proposed Agreement and Plan of Reorganization into the MFS Municipal Income Trust (the "Surviving Fund").

The Board of CXE unanimously approved the Reorganization on December 10, 2025 and recommended shareholder approval; shareholders of the Surviving Fund approved related governance and issuance proposals on April 2, 2026. Materials were mailed to shareholders of both funds as of December 11, 2025.

Positive

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Negative

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Insights

Adjournment preserves shareholder vote continuity and extends solicitation.

The adjournment to April 8, 2026 gives the trustees additional time to solicit votes on the proposed Agreement and Plan of Reorganization into the MFS Municipal Income Trust. The Board's prior unanimous approval on December 10, 2025 and its recommendation are central governance signals to shareholders.

Key dependencies include final shareholder vote tallies and completion of any remaining proxy solicitation activities; subsequent disclosures should show the vote outcome and any closing conditions.

The Reorganization bundles management change, board refresh, and share issuance in one transaction.

The Surviving Fund's Board approved a new investment management agreement with Aberdeen, nominated five trustees, and authorized issuance of additional common shares to accommodate the Reorganization. Shareholders of the Surviving Fund approved those items on April 2, 2026.

Observers should watch the final shareholder vote result and prospectus terms that describe any share issuance mechanics and post-transaction governance structure; cash-flow treatment and timing are not detailed in this release.

Adjourned meeting 1 meeting to April 8, 2026 11:00 a.m. ET Special shareholder meeting adjourned to continue solicitation
Board approval date December 10, 2025 Board of CXE unanimously approved the Reorganization
Record date for mailed materials December 11, 2025 Shareholders of both funds as of this date were mailed proxy/prospectus materials
Surviving Fund approvals April 2, 2026 Shareholders of the Surviving Fund approved adviser, trustees, and issuance proposals
MFS assets under management <money>$622.2 billion</money> As of <date>March 31, 2026</date>
Reorganization regulatory
"approve an Agreement and Plan of Reorganization between CXE and the MFS Municipal Income Trust"
Surviving Fund financial
"the MFS Municipal Income Trust (the "Surviving Fund")"
proxy statement regulatory
"mailed a prospectus/proxy statement in early February 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
closed-end fund financial
"CXE is a closed-end investment company product advised by MFS Investment Management"
A closed-end fund is a pool of money collected from many investors to buy a diversified mix of stocks, bonds, or other assets, and it is managed by professionals. Unlike some investment options, its shares are bought and sold on stock exchanges at prices determined by supply and demand, which can be above or below the fund's actual value. This structure allows investors to buy or sell shares easily, but the value may fluctuate based on market conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What action did CXE (NYSE: CXE) take regarding its special shareholder meeting?
CXE adjourned the special shareholder meeting to April 8, 2026 at 11:00 a.m. ET to continue soliciting votes. The adjournment allows additional solicitation on the proposed Reorganization into the MFS Municipal Income Trust.

What proposal are CXE shareholders being asked to approve?
Shareholders are being asked to approve an Agreement and Plan of Reorganization to merge CXE into the MFS Municipal Income Trust. The Board unanimously approved the Reorganization on December 10, 2025 and recommends a vote in favor.

Will management or trustees change if the Reorganization is approved?
Yes. The Surviving Fund's Board approved appointing Aberdeen as investment adviser and nominated five new trustees to serve after the Reorganization. Shareholders of the Surviving Fund approved those proposals on April 2, 2026.

Were shareholders provided materials about the Reorganization and when were they mailed?
Prospectus/proxy materials were mailed in early February 2026 to shareholders of both funds who held shares as of December 11, 2025. These materials describe the Reorganization and factors the Boards considered.

How large is MFS, the adviser mentioned in the release?
MFS reported approximately $622.2 billion in assets under management as of March 31, 2026. That figure is stated in the release as background on the adviser organization.

Filed by MFS Municipal Income Trust

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Companies:

MFS High Income Municipal Trust

File No.: 811-05754

Date: April 7, 2026

 

 


 

 

For Immediate Release Media Contacts: Dan Flaherty, +1 617.954.4256

For Shareholders/Advisors: Brian Mastrullo, +1 617.954.7940

MFS HIGH INCOME MUNICIPAL TRUST ANNOUNCES ADJOURNMENT OF
SPECIAL SHAREHOLDER MEETING

 

BOSTON (April 7, 2026) – MFS Investment Management (“MFS”) announced today an adjournment of the special meeting of shareholders of MFS High Income Municipal Trust (NYSE: CXE) held on April 7, 2026 (the “Meeting”).

The Meeting is adjourned to April 8, 2026, at 11:00 a.m. Eastern Time.

The Meeting was adjourned to allow for the solicitation of additional shareholder votes relating to a proposal that shareholders of CXE approve an Agreement and Plan of Reorganization between CXE and the MFS Municipal Income Trust (NYSE: MFM) (the “Surviving Fund”) (the “Reorganization”).

The Reorganization

On December 10, 2025, the Board of Trustees (the “Board”) of CXE unanimously approved the Reorganization. Shareholders of CXE as of December 11, 2025, were mailed a prospectus/proxy statement in early February 2026, providing additional information about the Reorganization and the factors considered by CXE’s Board in approving the Reorganization. CXE’s Board determined that the Reorganization is in the best interests of CXE’s shareholders and recommends shareholders vote in favor of the Reorganization.

Appointment of Aberdeen as Investment Adviser, the Election of Five New Trustees, and Issuance of Additional Common Shares of the Surviving Fund

On December 10, 2025, the Board of the Surviving Fund unanimously approved (i) a new investment management agreement with Aberdeen, the US Subsidiary of Aberdeen Investments, to serve as the investment adviser to the Surviving Fund following the consummation of the Reorganizations, (ii) the nomination of five new trustees to serve as the Surviving Fund’s board of trustees following the consummation of the Reorganizations, and (iii) the issuance of additional common shares of the Surviving Fund to accommodate the Reorganizations. Shareholders of the Surviving Fund as of December 11, 2025, were mailed a proxy statement in early February 2026, providing additional information and soliciting a vote in favor of each proposal, all of which were recommended by the Surviving Fund’s Board. On April 2, 2026, shareholders of the Surviving Fund approved each of the above discussed proposals.

 

 

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within The Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as "may," "will," "expect," "anticipate," "estimate," "believe," "continue," or other similar words. Such forward-looking statements are based on the fund's current plans and expectations, are not guarantees of future results or performance, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements are as of the date of this release only; the funds undertake no obligation to update or review any forward-looking statements. You are urged to carefully consider all such factors.

About the MFS High Income Municipal Trust

CXE is a closed-end investment company product advised by MFS Investment Management. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, common shares of CXE are bought and sold in the open market through a stock exchange. Shares may trade at a discount to the net asset value per share. Shares of CXE are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of CXE involve investment risk, including possible loss of principal.

About MFS Investment Management

In 1924, MFS launched the first US open-end mutual fund, opening the door to the markets for millions of everyday investors. Today, as a full-service global investment manager serving financial advisors, intermediaries and institutional clients, MFS still serves a single purpose: to create long term value for clients by allocating capital responsibly. That takes our powerful investment approach combining collective expertise, thoughtful risk management and long-term discipline. Supported by our culture of shared values and collaboration, our teams of diverse thinkers actively debate ideas and assess material risks to uncover what we believe are the best investment opportunities in the market. As of March 31, 2026, MFS had approximately US$622.2 billion in assets under management.

MFS Investment Management

111 Huntington Ave., Boston, MA 02199

 

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Source: View Original Filing on SEC EDGAR