Putnam Managed Municipal Income Trust (NYSE:PMM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 18, 2020, the Board of Trustees of Putnam Managed Municipal Income Trust (the “Fund”) amended and restated the Bylaws of the Fund (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws have been revised to include provisions (collectively, the “Control Share Amendment”) to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. The Control Share Amendment is primarily intended to protect the interests of the Fund and its shareholders by limiting the risk that the Fund will become subject to undue influence by activist investors. As described further below, the Control Share Amendment does not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, it entrusts the Fund’s other “non‑interested” shareholders with determining whether to approve the authorization of voting rights for such shares.
Subject to various conditions and exceptions, the Amended and Restated Bylaws define a “Control Share Acquisition” to include an acquisition of Fund shares (other than remarketed preferred shares of a series existing as of September 18, 2020) that, but for the Control Share Amendment, would entitle the beneficial owner, upon the acquisition of such shares, to vote or direct the voting of shares having voting power in the election of Fund Trustees (except for elections of Trustees by preferred shareholders of the Fund voting as a separate class) within any of the following ranges:
(i) One‑tenth or more, but less than one‑fifth of all voting power;
(ii) One‑fifth or more, but less than one‑third of all voting power;
(iii) One‑third or more, but less than a majority of all voting power; or
(iv) A majority or more of all voting power.
Shares acquired prior to September 18, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Subject to various conditions and procedural requirements set forth in the Amended and Restated Bylaws, including the delivery of a “Control Share Acquisition Statement” to the Fund’s Clerk setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of Fund shareholders, notice of which has not been given prior to the receipt by the Fund of the Control Share Acquisition Statement.
The above discussion is only a high‑level summary of certain aspects of the Control Share Amendment, and is qualified in its entirety by reference to the full Amended and Restated Bylaws. Investors should refer to the Amended and Restated Bylaws for more information.
The Amended and Restated Bylaws were effective as of September 18, 2020 and are attached as an Exhibit and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.