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 Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
WESTERN ASSET GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | 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): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | 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 the registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: |
WESTERN ASSET GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC.
(NYSE: GDO)
620 Eighth Avenue, 47th Floor, New York, New York 10018
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
March 6,April 4, 2024
To the Stockholders:
The AnnualA Special Meeting of Stockholders (the “Meeting”) of Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) will be held at 280 Park Avenue, New York, New York 10017, on Friday, April 12,June 7, 2024 at 10:00 a.m., New York time, for the following purposes:
1. | A proposal to |
2. |
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The transaction of such other business as may properly come before the |
If it is determined
The Board of Directors recommends that you vote “FOR” the Meeting will be held at a different time or in a different location or format (i.e., a virtual or hybrid meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (www.franklintempleton.com/investments/options/closed-end-funds). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.Proposal.
The Board of Directors has fixed the close of business on February 7,March 25, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meetingmeeting and any adjournments or postponements thereof.
By Order of the Board of Directors
Marc A. De Oliveira
Secretary
March 6,April 4, 2024
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD (which will be made available to you separately) OR PROVIDE VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET.
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund invalidatingin validating your vote if you fail to sign your proxy card properly.
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
3. | All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
Registration | Valid Signature | |
Corporate Accounts | ||
(1) ABC Corp | ABC Corp. (by John Doe, Treasurer) | |
(2) ABC Corp | John Doe, Treasurer | |
(3) ABC Corp., c/o John Doe, Treasurer | John Doe | |
(4) | John Doe, Trustee | |
Trust Accounts | ||
(1) ABC Trust | Jane B. Doe, Trustee | |
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 | Jane B. Doe | |
Custodial or Estate Accounts | ||
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA | John B. Smith | |
(2) John B. Smith | John B. Smith, Jr., Executor |
Instructions for Telephone/Internet Voting
Various brokerage firms may offer the convenience of providing you with voting instructions via telephone or the Internet for shares held through such firms. Instructions for Internet and telephonic voting are included with the proxy card or voting instruction form.
WESTERN ASSET GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC.
(NYSE: GDO)
620 Eighth Avenue, 47th Floor, New York, New York 10018
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) of proxies to be voted at the Annuala Special Meeting of Stockholders of the Fund to be held at 280 Park Avenue, New York, New York 10017, on Friday, April 12,June 7, 2024 at 10:00 a.m., New York time, and at any adjournments or postponements thereof (the “Meeting”), for the purposes set forth in the accompanying Notice of AnnualSpecial Meeting of Stockholders (the “Notice”).
If it is determined that the Meeting will be held at a different time or in a different location or format (i.e., a virtual or hybrid meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (www.franklintempleton.com/investments/options/closed-end-funds). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.
This Proxy Statement and the accompanying materials are being made available to stockholders on or about March 6,April 4, 2024.
The Fund is organized as a Maryland corporation and is a registered investment company.
Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC)(“FTFA”), whose principal business address is 280 Park Avenue, New York, New York 10017, is the Fund’s investment adviser and administrator. Pursuant to respective sub-advisory agreements with Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Limited in London (“Western Asset Limited”), Western Asset Management Company Ltd.Ltd in Japan (“Western Japan”) and Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”), each serves as the Fund’s subadvisers. Western Asset has offices at 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018. Western Asset Limited has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Japan has offices at 36F Shin-Marunouchi Building, 5-1 Marunouchi1-Chome Chiyoda-Ku, Tokyo 100-6536, Japan. Western Singapore has offices at 1 George Street #23-01, Singapore 049145. FTFA, Western Asset, Western Asset Limited, Western Japan and Western Singapore (together, “Management”) are all indirect wholly-owned subsidiaries of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.
Even if you plan to attend the Meeting, please sign, date and return a proxy card, or provide voting instructions by telephone or over the Internet. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you and which is printed on your proxy card. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded. If you require additional information, please call toll free at 1-866-875-8614.
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All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, shares represented by the proxies will be voted “FOR”“FOR” the election of each nominee in Proposal 1 and “FOR” Proposal 2.Proposal. Stockholders who execute proxies may revoke them at any time before they are voted by filing with the Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. In accordance with the Fund’s By-Laws, a quorum is constituted by the presence in person or by proxy of the holders of record of a majority of the outstanding shares of the Fund’s common stock (“Common Stock”)
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entitled to vote at the Meeting. Currently, there are no outstanding preferred shares of the Fund. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker non-votes, if any, will be treated as shares that are present but which have not been voted. In the event of any conflict between a description of the Fund’s By-Laws in the proxy statement and the Fund’s By-Laws, the Fund’s By-Laws will control.
The Board has fixed the close of business on February 7,March 25, 2024 as the record date (the “Record Date”) for the determination of stockholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.
Stockholders of the Fund on that date will be entitled to one vote on each matter for each share held and a fractional vote with respect to fractional shares, with no cumulative voting rights. At the Record Date, the Fund had outstanding 14,949,168 shares of Common Stock, par value $0.001 per share, the only authorized class of stock.
Annual reports are sent to stockholders of record of the Fund following the Fund’s fiscal year end. The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a stockholder upon request. Such requests should be directed to the Fund at 620 Eighth Avenue, 47th Floor, New York, New York 10018 or by calling toll free at 888-777-0102. Copies of annual and semi-annual reports of the Fund are also available on the Fund’s website at www.franklintempleton.com/www. franklintempleton.com/investments/options/closed-end-funds or on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
Please note that only one annual or semi-annual report or Proxy Statement may be delivered to two or more stockholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annualsemiannual report or the Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, stockholders should contact the Fund at the address and phone number set forth above.
Vote Required and Manner of Voting Proxies
A quorum of stockholders is required to take action at the Meeting. A majority of the votes entitled to be cast (i.e., a majorityshares of the Fund’s outstanding shares as of the Record Date)Common Stock entitled to vote at the Meeting, represented in person or by proxy, will constitute a quorum of stockholders at the Meeting.
Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election, who is an employee of the proxy solicitor engaged by the Fund, will determine whether or not a quorum is present at the Meeting. The inspector of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as not present for purposes of determining a quorum.
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Broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Proposal before the Meeting. A signedThe Fund understands that, under the rules of the New York Stock Exchange (the “NYSE”), such broker-dealer firms may for certain “routine” matters, without instructions from their customers and dated proxy card or other authorizationclients, grant discretionary authority to the proxies designated by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal will be deemed an instructionBoard to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The Proposal is a non-routine matter, so such shares “FOR” Proposal 1 and Proposal 2.broker-dealer firms will not have such discretionary authority.
If you hold shares
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Broker-dealers who are not members of the Fund through a service agent that has entered into a service agreement with the Fund, the service agentNYSE may be the record holder of your shares. At the Meeting, a service agent will vote shares forsubject to other rules, which it receives instructions from its customers in accordance with those instructions. A signed and dated proxy cardmay or other authorization by a stockholder that does not specify how the stockholder’s shares should be voted on a proposal may be deemed to authorize a service agent to vote such shares “FOR” Proposal 1 and Proposal 2. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be requiredpermit them to vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, the persons named as proxies may vote your shares in a mannerwithout instruction. We urge you to provide instructions to your broker or nominee so that youyour votes may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.counted.
If you hold shares directly (not through a broker-dealer, bank or other financial intermediary) and if you return a signed and dated proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” Proposal 1 and “FOR” Proposal 2.
The Fund has opted into and is subject to“FOR” the provisions of the Maryland Control Share Acquisition Act (the “MCSAA”). Generally, the MCSAA provides that a holder of “control shares” (as defined in the MCSAA) of a Maryland corporation (e.g., the Fund) acquired in a “control share acquisition” (as defined in the MCSAA) will not be entitled to vote its control shares unless the other stockholders of the corporation reinstate those voting rights at a meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding the “acquiring person” (i.e., the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares”) and any other holders of “interested shares” (as defined in the MCSAA).Proposal.
Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 331⁄3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors. The MCSAA does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, (b) to shares acquired under the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing the MCSAA, or (c) to acquisitions of shares approved or exempted by a provision contained in the charter or bylaws of the corporation and adopted at any time before the acquisition of the shares. Stockholders (together with any “associated persons” (as defined in the MCSAA)) that own less than ten percent of the shares entitled to vote in the election of directors are not affected by the restrictions on voting rights under the MCSAA. In addition, the Fund’s bylaws provide that the MCSAA will not apply to any acquisition or proposed acquisition of shares of stock of the Fund by any company that, in accordance with the 1940 Act or SEC exemptive order or other regulatory relief or guidance, votes the shares held by it in the same proportion as the vote of all other holders of such security or all securities.
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Accordingly, any holder of the Fund’s outstanding shares that is deemed to hold “control shares” under the MCSAA will not be entitled to vote its control shares at the Meeting.
Required Vote
Directors are elected byIf properly presented and if a quorum is present at a Meeting, a majority of the votes entitled to be cast by the holders of shares of the Fund’s Common Stock, at a Meeting at which a quorum is present. For purposespresent in person or represented by proxy, will decide the Proposal.
Approval of the electionProposal will occur only if a sufficient number of Directors, abstentionsvotes at the meeting are cast “FOR” that proposal. Abstentions and broker non-votes are votes entitled to be cast, and will therefore have the same effect as votes “against”against the election of that Director.
With respect to the ratification of PwC as the independent registered public accountants, the affirmative vote of a majority of the votes cast by the stockholders of the Fund, at a Meeting at which a quorum is present, will decide the ratification of PwC as the independent registered public accountants. For purposes of the ratification of PwC as the independent registered public accountants, abstentions and broker non-votes, if any, will be counted as represented at the meeting but will not be considered votes cast. As such, abstentions and broker non-votes will have no effect on the outcome of the ratification proposal.Proposal.
If the necessary quorum to transact business or the vote required to elect each ofapprove the nomineesProposal is not obtained at the Meeting, the chairman of the Meeting or ifthe persons named as proxies may propose one or more adjournments or postponements of the Meeting in accordance with applicable law to permit further solicitation of proxies. If in the discretionjudgment of the chairman of the Meeting, it is advisable to defer action on the election of the nominees and/or the ratification of PwC as the independent registered public accountants,Proposal, the chairman of the Meeting may adjourn the Meeting with respect to onethe Proposal for a reasonable period or more proposals, or the persons named as proxies may propose one or more adjournments of the Meeting, to permit further solicitation of proxies.periods. The Meeting may be adjourned from timeup to time without further notice other than announcement at the Meeting at which the adjournment is taken. If the Meeting is adjourned for more than 120 days after the original record date for the Meeting without further notice other than announcement at the Board will fix a new record date for such Meeting. Any proxy received by the Fund from a stockholder who was a stockholder of record on both the record date originally set for the Meeting and the new record date for such Meeting will remain in full force and effect unless explicitly revoked by the applicable stockholder. Alternatively, the Fund could postpone the Meeting with respect to one or more proposals. The persons named as proxies will vote in their discretion on any other business as may properly come before
Stockholders do not have appraisal or similar rights of dissenters with respect to the Meeting or any adjournments or postponements thereof. Any proposal submitted to a vote at the Meeting may be voted on either in person or by authorized proxy.Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on April 12, 2024June 7, 2024.
The proxy statement and related materials are available at https://www.proxy-direct.com/fnk-33761.fnk-33845.
Proposal No. 1: Election of Directors
In accordance with the Fund’s Charter, the Board is currently classified into three classes: Class I, Class II and Class III. The Directors serving in Class II have terms expiring at the Meeting, and they have been nominated by the Board of Directors for election at the Meeting to serve for a term of three years (until the 2027 Annual Meeting of Stockholders), or until their successors have been duly elected and qualified or until they resign or are otherwise removed. The terms of office of the remaining Class I and Class III Directors expire at the year 2026 and 2025 Annual Meeting of Stockholders, respectively, or thereafter until their successors have been duly elected and qualified or until their death, resignation or they are otherwise removed. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors.
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The persons named in the proxy intend to vote at the Meeting (unless directed not to vote) “FOR” the election of the nominees named below. Each of the nominees is currently a memberProposal: Elimination of the Fund’s Term and Conversion into a Perpetual Fund
The questions and answers below highlight only selected information from this Proxy Statement. They do not contain all the information that may be important to you when deciding whether to vote for the Proposal. You should carefully read all of the information contained in the Proxy Statement.
Q: What is being proposed?
A: The Board and Management are recommending a proposal to convert the Fund to a perpetual fund only if the Fund has at least $50 million in net assets after conducting a Tender Offer (as defined below) for 100% of Directorsthe shares outstanding at a price of net asset value, which means that the Fund will have no set term, by (1) amending the Fund’s articles of incorporation (the “Charter”) to eliminate the Fund’s term, which is currently scheduled to end at the close of business on December 2, 2024 (the “Term Date”), and has indicated that he(2) eliminating the Fund’s fundamental policy to liquidate on or sheabout December 2, 2024 (together, the “Proposal”), each of which will serveonly be effective upon at least $50 million of net assets remaining in the Fund following the completion of a tender offer; and
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If the Proposal is approved by stockholders, the Fund will conduct a tender offer for 100% of the Fund’s Common Stock at a price per share equal to net asset value (“NAV”) (the “Tender Offer”) prior to the Fund’s Term Date. Even if elected. However, if any nominee shouldStockholders approve the Proposal, the effectiveness of the Proposal is contingent on the Fund maintaining at least $50 million of net assets following the Tender Offer. If less than $50 million of net assets would remain in the Fund following the Tender Offer, the Proposal will not be unable to serve,effective, the proxyTender Offer will be voted for any other person determinedcanceled and the Fund will proceed to liquidate on the Term Date without further action by stockholders.
Q: How does the persons namedBoard recommend I vote?
A: The Board recommends that you vote “FOR” the Proposal.
Q: Why does the Board and Management recommend stockholders vote “FOR” the Proposal?
A: The Board and Management believe that the Proposal is in the proxy in their discretion.
Certain information concerning the nominees for Directorsbest interests of the Fund and other Directorsits stockholders because it provides stockholders with the flexibility to remain invested in the Fund or exit the Fund at NAV dependent on their specific investment needs. Additional details on the potential benefits of the Fund is set forth in the following table.
Persons Nominated for ElectionProposal are as Directors
follows:
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¡ | The Fund holds bonds that are currently trading below par value. The conversion to perpetual would allow more time for those bonds to potentially appreciate in value as they approach maturity, subject to market conditions and other investment risks, including risk of default. However, there can be no assurance of such appreciation. Past performance is no guarantee of future results. |
• | Liquidity Opportunity for Current Stockholders at NAV: If stockholders vote to approve the Proposal, the Fund will conduct a tender offer in September 2024 for up to 100% of its Common Stock. All investors in the fund will have an |
• | Continued Access to the Global Corporate Bond Market: While it is impossible to predict future global corporate bond markets with certainty, Management views favorably the current market conditions and opportunities for global corporate bonds generally. Management believes that global corporate bonds provide investors with income opportunities via improving credit conditions and the potential for high real yields. |
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• | Fee Waiver: If the Proposal is approved, FTFA will agree to waive 10 basis points of |
Q: If stockholders approve the Proposal, will the term automatically be removed?
A: The Proposal will be contingent, and the Proposal will only go effective, on the Fund maintaining at least $50 million of net assets following the completion of the Tender Offer. If less than $50 million of net assets remain in the Fund, the Proposal will not be effective, the Tender Offer will be cancelled and the Fund will proceed to liquidate on the Term Date.
Q: Will Management waive a portion of the Fund’s management fee if the Proposal is approved?
A: Yes. In order to mitigate the inherent conflict of interest in Management’s recommendation that stockholders approve the Proposal, FTFA has agreed to waive 10 basis points of its annual management fee, for a period of two years following the date that the stockholders approve the Proposal. The Fee Waiver will also serve to offset the costs of the proxy solicitation and the Tender Offer and reduce the Fund’s expense ratio. The Fee Waiver will only be implemented if stockholders approve the Proposal. If the Proposal is not approved by stockholders, FTFA will continue to receive its fees at the current rate until the Fund’s Term Date.
You are not asked in this Proxy Statement to take any action with respect to the Fee Waiver.
Q: Will the Proposal result in any other changes to the Fund?
A: Yes. As described further herein, if the Proposal is approved by stockholders, Management intends to implement the following:
Conduct a tender offer in September 2024 for up to 100% of the Fund’s Common Stock; and
If the Fund maintains at least $50 million of net assets following the Tender Offer, change the Fund’s name from “Western Asset Global Corporate Defined Opportunity Fund Inc.” to “Western Asset Global Corporate Opportunity Fund Inc.” The Fund’s ticker symbols will remain GDO.
You are not asked in this Proxy Statement to take any action with respect to these changes.
Q: What are the risks of the Proposal?
A: There can be no assurance that the Fund will achieve its investment objectives. If the Proposal is approved and becomes effective, the Proposal will expose the Fund to continued investment risk over its perpetual life that the Fund would not be exposed to if the Fund’s term had ended. These investment risks include, without limitation, credit risk, inflation risk, call risk and interest rate risk. In addition, the Proposal could have a negative impact on the market price of the Fund’s shares, which would adversely impact stockholders seeking to sell their shares. If the Proposal is approved, the Fund will not liquidate on or about the Term Date and, as a result, stockholders will not receive the Fund’s NAV on that date. Instead, stockholders who wish to dispose of their shares, but do not tender their shares as part of the Tender Offer, must sell their shares at their market price, which at the time of sale may be at a premium or discount relative to the Fund’s NAV.
Additionally, Management has an inherent conflict of interest in recommending the Proposal because Management will receive fees from the Fund for a longer period of time if the Proposal is approved by
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stockholders. However, FTFA has agreed to the Fee Waiver, and therefore the Fund would retain a portion of the contractual management fee from the effective date of the Proposal for a period of two years. Such amount would be offset in part by the cost of the proxy solicitation. The Board took Management’s conflict of interest and the benefits of Proposal (together with the benefits of the related Fee Waiver (which include offsetting the costs of the proxy solicitation and the Tender Offer and reducing the Fund’s expense ratio), the Tender Offer, the Fund name change and potential for Follow-on Offerings with Board approval) into consideration when approving the Proposal and determined that the Proposal (together with the related Fee Waiver, the Tender Offer, the Fund name change and potential for Follow-on Offerings with Board approval) was in the best interests of the Fund and its stockholders.
Q: Who will pay for the costs of this proxy solicitation?
A: The Fund and, indirectly, the stockholders will bear the costs of this proxy solicitation, although the Fee Waiver will offset the costs of the proxy solicitation and the Tender Offer. Management believes it is fair and reasonable for the Fund to pay the costs associated with the Proposal given the expected benefits for the Fund as a result of the Proposal, including the Fee Waiver.
Q: What vote is required to approve the Proposal?
A: Stockholders may approve the Proposal with the affirmative vote of a majority of the votes entitled to be cast by the stockholders of the Fund.
Q: Whom do I contact if I have questions?
If you need more information, or have any questions about voting, please call Computershare Inc., the Fund’s proxy solicitor, toll free at 1-866-875-8614.
Q: How do I vote my shares?
A: After reading this Proxy Statement and the enclosed proxy card, you may vote by:
Voting by Internet: Going to the website specified on your proxy card and following the instructions on the website.
Voting by Phone: Calling the number specified on your proxy card and following the instructions.
Voting by Mail: Completing, signing, dating and returning the enclosed proxy card as soon as possible in the enclosed postage-paid envelope.
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ADDITIONAL INFORMATION REGARDING THE PROPOSAL
The Charter Amendment
Pursuant to the Fund’s articles of incorporation (the “Charter”), the Fund shall cease to exist at the close of business on the Term Date. The Charter amendment would eliminate the Fund’s term. The Board of the Fund has unanimously approved the Charter amendment. Consequently, in accordance with the terms of the Charter a majority of the shares of the Fund’s Common Stock eligible to be cast may vote to amend the Charter to eliminate the term.1 The Board and Management unanimously recommend that the Fund’s stockholders approve the Charter amendment.
Elimination of Fundamental Investment Policy
The Fund currently has a fundamental policy to liquidate and distribute substantially all of the Fund’s net assets to stockholders, after making appropriate provision for any liabilities of the Fund, on or about the Term Date. The 1940 Act provides that the Fund may not change a fundamental policy unless authorized by the “vote of a majority of its outstanding voting securities” as defined under the 1940 Act, which means the vote of the lesser of (i) 67% or more of the voting securities represented at a meeting at which more than 50% of the outstanding voting securities are represented; or (ii) more than 50% of the outstanding voting securities. The Fund’s outstanding shares of Common Stock are its outstanding voting securities for this purpose.
Voting Requirement
A majority of the outstanding shares of the Fund’s Common Stock must approve the Proposal to ensure the requisite votes are received to implement both the Charter amendment and the elimination of the Fund’s fundamental investment policy described above.
Additional Changes
Contingent on stockholder approval of the Proposal, Management has considered additional changes to the Fund. As discussed further below, these changes include: the related Fee Waiver, the Tender Offer and the Fund name change. Management also considered the potential for one or more Follow-on Offerings, subject to Board approval, which would allow the Fund to take advantage of favorable market conditions in the future.
As discussed below, Management believes that these changes will result in potential benefits to the Fund and its stockholders.
Management’s Rationale for the Proposal
Management believes that the Proposal is in the best interests of the Fund and its stockholders because it provides stockholders with the flexibility to remain invested in the Fund or exit the Fund at NAV dependent on their specific investment needs. Additional details on the potential benefits of the Proposal are as follows:
• | Continued Exposure to the Fund’s Portfolio: |
¡ | Since inception and during the 1-, 5-, and 10-year periods ended December 31, 2023, the Fund has outperformed its benchmark, the Bloomberg Global Aggregate Index. |
1 | The Fund does not currently have any preferred shares outstanding. |
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• | Liquidity Opportunity for Current Stockholders at NAV: If stockholders vote to approve the Proposal, the Fund will conduct a |
• | Continued Access to the Global Corporate Bond Market: While it is impossible to predict future global corporate bond markets with certainty, Management views favorably the current market conditions and opportunities for global corporate bonds generally. Management believes that global corporate bonds provide investors with income opportunities via improving credit conditions and the potential for high real yields. |
• | Fee Waiver: If the Proposal is approved, FTFA will agree to a Fee Waiver. As a result of the |
For the reasons above, Management believes that the Proposal is in the best interests of the Fund and stockholders. For a discussion of the risks of investing in the Fund, see “Risks of Investing in the Fund.”
The Fee Waiver
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding (“managed assets”). If the Proposal is approved by stockholders, FTFA will agree to waive 10 basis points of its annual management fee for a period of two years following the date that the stockholders approve the Proposal. Management believes the Fee Waiver may mitigate the inherent conflict of interest in its recommendation that stockholders approve the Proposal. As a result of the Fee Waiver, the Fund’s overall expense ratio would be expected to decrease during the two-year period the Fee Waiver is in place following stockholder approval of the Proposal. The Fee Waiver will also offset the costs of the proxy solicitation and the Tender Offer.
The Fee Waiver will go into effect only if the Proposal is approved by stockholders.
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Changes to the Fund’s Name
If stockholders approve the Proposal and it becomes effective, the Fund will no longer have a limited term and, thus, the term “defined” in the Fund’s name will be removed and the Fund’s name will change to “Western Asset Global Corporate Opportunity Fund Inc.” The Fund’s ticker symbol will remain “GDO.”
The above changes do not require stockholder approval, and will go into effect only if the Proposal is approved by stockholders and becomes effective.
The Tender Offer
If stockholders vote to approve the Proposal, the Fund will conduct a tender offer in September 2024 for all of its Common Stock at a price per share equal to the Fund’s NAV. Implementation of the Proposal after Stockholder approval will be contingent on the Fund maintaining at least $50 million of net assets following the completion of the Tender Offer. If less than $50 million of net assets remain in the Fund following the Tender Offer, the Tender Offer will be cancelled, the Proposal will not be effective and the Fund will proceed to liquidate on the Term Date.
The Tender Offer will provide an opportunity for liquidity for all stockholders and potentially provide the flexibility for stockholders that chose to remain in the Fund to avoid a taxable event by holding onto their Common Stock.
Potential for Follow-On Offerings
If stockholders vote to approve the Proposal, the Fund may consider conducting one or more Follow-on Offerings, subject to Board oversight and approval. For the reasons described above in “Management’s Rationale for the Proposal,” Management believes that the Fund with a perpetual life represents an attractive investment opportunity and any potential Follow-on Offering would give current stockholders and other investors the ability to invest additional amounts in the Fund’s Common Stock. Management would seek approval from the Fund’s Board in order to conduct one or more Follow-on Offerings.
A potential Follow-on Offering would give Management the ability to potentially take advantage of attractive investment opportunities without incurring the trading costs associated with selling current portfolio holdings. These new investment opportunities may offer the potential to enhance the Fund’s distributable cash flow and total return. Management also believes that any potential Follow-on Offering would provide increased liquidity for the Fund’s Common Stock and provide a larger asset base over which to spread the Fund’s fixed expenses, although there is no assurance these benefits would be realized. Additional capital raised through one or more Follow-on Offerings will be accretive to NAV because new shares of Common Stock can be sold only when the net proceeds to the Fund after commissions are at or above the Fund’s then current NAV per share. A potential Follow-on Offering could decrease the premium or increase the discount at which the Fund is trading at the time of the offering and/or thereafter. Should a Follow-on Offering occur, shares of the Fund acquired by stockholders and other investors in any Follow-on Offering would be subject to the risks of investments in the Fund described below.
A Follow-on Offering would not require stockholder approval. You are not being asked in this Proxy Statement to take any action with respect to any future Follow-on Offerings that might occur, and the Board has not yet approved any Follow-on Offerings for the Fund. There can be no assurance that the Fund will conduct a Follow-on Offering. This is not an offer to sell, nor a solicitation of an offer to buy, shares of the Fund.
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EachRisks of Investing in the Directors has servedFund
The current risks of investing in the Fund are disclosed in the Fund’s prospectus and other filings with the Securities and Exchange Commission, available at www.sec.gov and the Fund’s website (www.franklintempleton.com/investments/options/closed-end-funds). The Fund does not anticipate any material changes to the Fund’s investment strategy or operations as a directorresult of converting to a perpetual fund.
There can be no assurance that the Fund will achieve its investment objectives during its remaining term. If the Proposal is approved and becomes effective, the Proposal will expose the Fund to continued investment risk over the perpetual life of the Fund that the Fund would not be exposed to if the Fund’s term had ended. These investment risks include, without limitation, credit risk, inflation risk, call risk and interest rate risk. As interest rates rise, market prices fall, reducing the value of the Fund’s fixed income holdings. The Fund may invest up to 35% of its managed assets in lower-rated high-yield bonds (commonly known as indicated“junk bonds”), which are subject to greater liquidity risk and credit risk (risk of default) than higher-rated obligations. Leverage may result in greater volatility of NAV and the table above.market price of Common Stock and increases a stockholder’s risk of loss. The Directors were selectedFund may make investments in derivative instruments; provided that the Fund’s exposure to joinderivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its managed assets. Derivative instruments can be illiquid, may disproportionately increase losses, and have an adverse impact on Fund performance. In addition, while Management believes that the market will view the Proposal favorably, the Proposal could have a negative impact on the market price of the Fund’s Common Stock, which would adversely impact stockholders seeking to sell their shares prior to the Fund’s Term Date.
Additionally, Management has an inherent conflict of interest in recommending the Proposal because FTFA will receive the management fee from the Fund for a longer period of time if the Proposal is approved. However, as discussed above, FTFA has agreed to the Fee Waiver, and therefore will receive the management fee at a lower rate for a two-year period following the effective date of the Proposal.
Board’s Consideration of the Proposal
On November 7-8, 2023 and February 14-15, 2024, the Board based uponheld in-person meetings to consider, among other things, the followingProposal, the Fee Waiver, the Tender Offer and the changes to the Fund name. At the November 7-8, 2023 meeting, the Board received information and analyses regarding Management’s proposal for the Proposal. At the Board’s February 14-15, 2024 meeting, Management presented its rationale for the Proposal, as well as its rationale for the Fee Waiver, the Tender Offer and the changes to eachthe Fund name. Following the initial discussion at the November 7-8, 2023 meeting, Management proposed the specific terms of the Fee Waiver and provided additional information regarding the Proposal, the Fee Waiver, the Tender Offer and the changes to the Fund name to the Board Member: his or her character and integrity; such person’s service as a board memberat the February 14-15, 2024 meeting. The directors who are not “interested persons” of other funds in the Legg Mason fund complex; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Director; as to each Director other than Ms. Trust, his or her status as not being an “interested person”Fund (the “Independent Directors”) as defined in the 1940 Act;Act asked questions and discussed the information provided by Management and the Proposal, as well as the Fee Waiver, the Tender Offer and the changes to the Fund name, with representatives of Management and Management responded to these questions. The Independent Directors were represented by their independent legal counsel at the meetings and throughout the process of evaluating the Proposal, and met separately in a private session with their independent legal counsel at which no representatives of Management were present before voting on the Proposal.
The Board considered, among other things, the Fund’s performance to date and the future income-earning potential that the Proposal would make possible and that the risks of investing in the Fund have been disclosed
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to stockholders in the Fund’s prospectus, shareholder reports, other filings and website. The Board also considered the Fund’s premium and discount history and the anticipated response from stockholders, including Management’s belief that the Proposal should not, other things being equal, impact the Fund’s current discount to NAV. In addition, the Board’s evaluation took into account information provided by Management as to Ms. Trust, her role with Franklin Templeton. No factor,the market’s response to other instances of term fund conversions to perpetual structures that it regarded as comparable to the proposed conversion of the Fund.
When approving the Proposal, the Board also took into consideration Management’s conflict of interest in the Proposal, namely that Management would receive additional management fees as a result, and the partial mitigation of Management’s conflict of interest by itself, was controlling.
the Fee Waiver. In considering the Fee Waiver proposal, the Board considered Management’s view that the Fee Waiver would be appropriate to mitigate its inherent conflict of interest in making its recommendation, taking into account the current market environment, the Fund’s historical and current premium/discount, the Fund’s performance history, the broader closed-end funds market premium/discount trends, competitor funds, anticipated costs and Management’s outlook on the global corporate bond sector and broader market. In addition, the Board considered Management’s belief that it is fair and reasonable to ask the Fund to pay the costs associated with the Proposal given the expected benefits for stockholders as a result of the Proposal, including the Fee Waiver (which include offsetting the costs of the proxy solicitation and the Tender Offer and reducing the Fund’s expense ratio). The Board considered Management’s discussion that the amount saved by the Fund as a result of the Fee Waiver would exceed the costs of the proxy solicitation and the Tender Offer. The Board determined that the Proposal, together with the Fee Waiver, was in the best interests of the Fund and stockholders.
The Board also considered that there may be stockholders who do not wish the term of the Fund to be eliminated. In determining that the Proposal was in stockholders’ best interests, the Board considered that the elimination of the Fund’s term was disclosed as a possibility to investors in the Fund’s initial registration statement and that stockholders would have the opportunity to vote on the Proposal. The Board also considered that stockholders have the ability to sell their Fund shares in the open market and through the proposed Tender Offer.
The Board considered Management’s plan to conduct the Tender Offer, so long as the Proposal is approved by stockholders. The Board considered Management’s belief that the Tender Offer would provide an opportunity for liquidity for all stockholders at NAV and provide flexibility for stockholders to avoid a taxable event if they wish to continue to hold their shares of Common Stock. The Board also considered analysis from Management that if the Tender Offer resulted in the Fund having less than $50 million in net assets remaining, the Proposal will not proceed and the Fund will instead liquidate on the Term Date as described in its Charter.
Based, among other things, on the information provided in connection with the table included above, each Director possesses the following attributes: Mr. Agdern, experience in business and as a legal professional; Ms. Colman, experience as a consultant and investment professional; Mr. Cronin, legal and managerial experience; Mr. Cucchi, experience as a college professor and leadership experience as an academic dean; Ms. Kamerick, experience in business and finance, including financial reporting, and experience as a board member of a highly regulated financial services company; Ms. Kumar, financial and accounting experience as the chief financial officer of other companies and experience as a board member of private equity funds; and Ms. Trust, investment management and risk oversight experience as an executive and portfolio manager and leadership roles within Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of the Directors are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding outmeetings of the Board or any Director as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or onrelated discussions, and for the reasons set forth in “Management’s Rationale for the Proposal,” the Board, including each of the Independent Directors, determined that the Proposal (together with the related Fee Waiver, the Tender Offer and the Fund name change) was in the best interests of the Fund and its stockholders. The Board’s evaluation also took into account information received since the Fund’s inception and reflected the knowledge gained as members of the Board with respect to the investment management services that Management has provided to the Fund. The Board then voted to approve the Proposal and to submit the Proposal for approval by reason thereof.the Fund’s stockholders.
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Required Vote
Approval of the Proposal requires the affirmative vote of a majority of the votes entitled to be cast by the stockholders of the Fund.
THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
Security Ownership of Management
The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of DecemberMarch 31, 2023:2024:
Name of Director/Nominee | Dollar Range(1) of Equity | Aggregate Dollar Range(1)of Equity Securities Director | ||||||
NON-INTERESTED DIRECTORS | ||||||||
Robert D. Agdern | A | D | ||||||
Carol L. Colman, CFA | C | E | ||||||
Daniel P. Cronin | C | E | ||||||
Paolo M. Cucchi | A | C | ||||||
Eileen A. Kamerick | B | E | ||||||
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At February 7, 2024, the nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund’s Common Stock.
No Director or nominee for election as Director who is not an “interested person” of the Fund as defined in the 1940 Act, nor any immediate family members, to the best of the Fund’s knowledge, had any interest in
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the Fund’s investment adviser, or any person or entity (other than the Fund) directly or indirectly controlling, controlled by, or under common control with Franklin Templeton as of December 31, 2023.
Director Compensation
Under the federal securities laws, and in connection with the Meeting, the Fund is required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by the Fund, as well as by the various other investment companies advised by FTFA. The following table provides information concerning the compensation paid to each Director by the Fund during the fiscal year ended October 31, 2023 and the total compensation paid to each Director during the calendar year ended December 31, 2023. The Directors listed below are members of the Fund’s Audit, Nominating, Compensation and Pricing and Valuation Committees, as well as committees of the boards of certain other investment companies advised by FTFA. Accordingly, the amounts provided in the table include compensation for service on all such committees. The Fund does not provide any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended October 31, 2023 by the Fund to Ms. Trust who is an “interested person” as defined in the 1940 Act.
Name of Directors | Aggregate Compensation from the Fund for Fiscal Year Ended 10/31/23 ($) | Total Compensation from the Fund and Fund Complex(1) for Calendar Year Ended 12/31/23 ($) | ||||||
Directorships(2) | ||||||||
Robert D. Agdern | 9,172 | 402,222 | ||||||
Carol L. Colman | 9,800 | 332,000 | ||||||
Daniel P. Cronin | 9,643 | 323,000 | ||||||
Paolo M. Cucchi | 9,172 | 312,000 | ||||||
Eileen A. Kamerick | 10,990 | 457,000 | ||||||
Nisha Kumar | 10,362 | 435,000 |
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Responsibilities of the Board of Directors
The Board of Directors is responsible under applicable state law for overseeing generally the management and operations of the Fund. The Directors oversee the Fund’s operations by, among other things, meeting at its regularly scheduled meetings and as otherwise needed with the Fund’s management and evaluating the performance of the Fund’s service providers including FTFA Western Asset, Western Asset Limited, Western Japan, Western Singapore, the custodian and the transfer agent. As part of this process, the Directors consult with the Fund’s independent auditors and with their own separate independent counsel.
The Directors review the Fund’s financial statements, performance, net asset value and market price and the relationship between them, as well as the quality of the services being provided to the Fund. As part of this
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process, the Directors review the Fund’s fees and expenses in light of the nature, quality and scope of the services being received while also seeking to ensure that the Fund continues to have access to high quality services in the future.
The Board of Directors has four regularly scheduled meetings each year, and additional meetings may be scheduled as needed. In addition, the Board has a standing Audit Committee, Nominating Committee, Compensation Committee and Pricing and Valuation Committee that meet periodically and whose responsibilities are described below.
During the fiscal year ended October 31, 2023, the Board of Directors held four regular meetings and two special meetings. Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees for which he or she was eligible. The Fund does not have a formal policy regarding attendance by Directors at annual meetings of stockholders, and no Director attended the 2023 Annual Meeting of Stockholders.
Each of the Audit Committee, the Nominating Committee, Compensation Committee and Pricing and Valuation Committee is composed of all Directors who have been determined not to be “interested persons” of the Fund, FTFA Western Asset or their affiliates within the meaning of the 1940 Act, and who are “independent” as defined in the New York Stock Exchange listing standards (“Independent Directors”), and is chaired by an Independent Director. The Board in its discretion from time to time may establish ad hoc committees.
The Board of Directors is currently comprised of seven directors, six of whom are Independent Directors. Jane E. Trust serves as Chairman of the Board. Ms. Trust is an “interested person” of the Fund. The appointment of Ms. Trust as Chairman reflects the Board’s belief that her experience, familiarity with the Fund’s day-to-day operations and access to individuals with responsibility for the Fund’s management and operations provides the Board with insight into the Fund’s business and activities and, with her access to appropriate administrative support, facilitates the efficient development of meeting agendas that address the Fund’s business, legal and other needs and the orderly conduct of board meetings. Ms. Kamerick serves as Lead Independent Director. The Chairman develops agendas for Board meetings in consultation with the Lead Independent Director and presides at all meetings of the Board. The Lead Independent Director, among other things, chairs executive sessions of the Independent Directors, serves as a spokesperson for the Independent Directors and serves as a liaison between the Independent Directors and the Fund’s management between Board meetings. The Independent Directors regularly meet outside the presence of management and are advised by independent legal counsel. The Board also has determined that its leadership structure, as described above, is appropriate in light of the size and complexity of the Fund, the number of Independent Directors (who constitute a super-majority of the Board’s membership) and the Board’s general oversight responsibility. The Board also believes that its leadership structure not only facilitates the orderly and efficient flow of information to the Independent Directors from management, including Western Asset, Western Asset Limited, Western Japan and Western Singapore, the Fund’s subadvisers, but also enhances the independent and orderly exercise of its responsibilities.
Audit Committee
The Fund’s Audit Committee is composed entirely of all of the Independent Directors: Mses. Colman, Kamerick and Kumar, and Messrs. Agdern, Cronin and Cucchi. Ms. Kumar serves as the Chair of the Audit Committee and has been determined by the Board to be an “audit committee financial expert.” The principal functions of the Audit Committee are: to (a) oversee the scope of the Fund’s audit, the Fund’s accounting and financial reporting policies and practices and its internal controls and enhance the quality and objectivity of
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the audit function; (b) approve, and recommend to the Independent Board Members (as such term is defined in the Audit Committee Charter) for their ratification, the selection, appointment, retention or termination of the Fund’s independent registered public accounting firm, as well as approving the compensation thereof; and (c)approve all audit and permissible non-audit services provided to the Fund and certain other persons by the Fund’s independent registered public accounting firm. This Committee met five times during the fiscal year ended October 31, 2023. The Audit Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.
Nominating Committee
The Fund’s Nominating Committee, the principal function of which is to select and nominate candidates for election as Directors of the Fund, is composed of all of the Independent Directors: Mses. Colman, Kamerick and Kumar, and Messrs. Agdern, Cronin and Cucchi. Mr. Cronin serves as the Chair of the Nominating Committee. The Nominating Committee may consider nominees recommended by the stockholder as it deems appropriate. Stockholders who wish to recommend a nominee should send recommendations to the Fund’s Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the stockholders. The Nominating Committee met four times during the fiscal year ended October 31, 2023. The Nominating Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.
The Nominating Committee identifies potential nominees through its network of contacts, and in its discretion may also engage a professional search firm. The Nominating Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote. The Nominating Committee has not established specific qualities or skills that it regards as necessary for one or more of the Fund’s Directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, as set forth in the Nominating Committee Charter, in evaluating a person as a potential nominee to serve as a Director of the Fund, the Nominating Committee may consider the following factors, among any others it may deem relevant:
whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director of the Fund;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment manager of the Fund, Fund service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund;
the contribution which the person can make to the Board and the Fund (or, if the person has previously served as a Director of the Fund, the contribution which the person made to the Board during his or her
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the character and integrity of the person; and
whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s retirement policies.
Further, the Fund has adopted Director qualification requirements which can be found in the Fund’s bylaws and are applicable to all Directors that may be nominated or elected to serve as Directors, unless a majority of the Board of Directors then in office determine by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Director or the free flow of information among Directors or between FTFA and the Board of Directors. The qualification requirements include: (i) experience requirements; (ii) limits on service on other boards; and (iii) character and fitness requirements. The Nominating Committee, in its sole discretion, determines whether an individual satisfies these qualifications.
The Nominating Committee does not have a formal diversity policy with regard to the consideration of diversity in identifying potential director nominees but may consider diversity of professional experience, education and skills when evaluating potential nominees for Board membership.
Pricing and Valuation Committee
The Fund’s Pricing and Valuation Committee is composed of all of the Independent Directors. The members of the Pricing and Valuation Committee are Mses. Colman, Kamerick and Kumar, and Messrs. Agdern, Cronin and Cucchi. Ms. Colman serves as Chair of the Fund’s Pricing and Valuation Committee. The principal function of the Pricing and Valuation Committee is to assist the Board with its oversight of the process for valuing portfolio securities in light of applicable law, regulatory guidance and applicable policies and procedures adopted by the Fund. The Pricing and Valuation Committee met four times during the fiscal year ended October 31, 2023.
Compensation Committee
The Fund’s Compensation Committee is composed of all of the Independent Directors. The members of the Compensation Committee are Mses. Colman, Kamerick and Kumar, and Messrs. Agdern, Cronin and Cucchi. Mr. Cucchi serves as Chair of the Fund’s Compensation Committee. The principal function of the Compensation Committee is to recommend the appropriate compensation of the Independent Directors for their service on the Board and the committees of the Board. The Compensation Committee met once during the fiscal year ended October 31, 2023. The Compensation Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.
Risk Oversight
The Board’s role in risk oversight of the Fund reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the Fund. In line with this oversight responsibility, the Board receives reports and makes inquiry at its regular meetings and as needed regarding the nature and extent of significant Fund risks (including investment, compliance and valuation risks) that potentially could have a materially adverse impact on the business operations, investment performance or reputation of the Fund, but relies upon the Fund’s management (including the Fund’s portfolio managers) and Chief Compliance Officer, who
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reports directly to the Board, and FTFA to assist it in identifying and understanding the nature and extent of such risks and determining whether, and to what extent, such risks may be eliminated or mitigated. In addition to reports and other information received from Fund management and FTFA regarding the Fund’s investment program and activities, the Board as part of its risk oversight efforts meets at its regular meetings and as needed with the Fund’s Chief Compliance Officer to discuss, among other things, risk issues and issues regarding the policies, procedures and controls of the Fund. The Board may be assisted in performing aspects of its role in risk oversight by the Audit Committee and such other standing or special committees as may be established from time to time by the Board. For example, the Audit Committee of the Board regularly meets with the Fund’s independent public accounting firm to review, among other things, reports on the Fund’s internal controls for financial reporting.
The Board believes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Directors as to risk management matters are typically summaries of relevant information and may be inaccurate or incomplete. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to substantial limitations.
Officers
The Fund’s executive officers are chosen each year at a regular meeting of the Board of Directors of the Fund, to hold office until their respective successors are duly elected and qualified. Officers of the Fund receive no compensation from the Fund although they may be reimbursed by the Fund for reasonable out-of-pocket travel expenses for attending Board meetings. In addition to Ms. Trust, the Fund’s Chairman, CEO and President, the executive officers of the Fund currently are:
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended and Section 30(h) of the 1940 Act in combination require the Fund’s Directors and officers and persons who own more than 10% of the Fund’s common stock, as well as FTFA and certain of its affiliated persons, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange, Inc. (“NYSE”). Such persons and entities are required by SEC regulations to furnish the Fund with copies of all such filings. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Fund believes that, during the fiscal year ended October 31, 2023, all such filing requirements were met with respect to the Fund, with the exception of initial statement of beneficial interest on Form 3 for Michael Buchanan, which was filed late due to an administrative oversight.
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Proposal No. 2: Selection of the Independent Public Accountants
PwC, independent registered public accountants, has been selected by the Audit Committee and the Board to examine the Fund’s financial statements for the fiscal year ending October 31, 2024. A representative of PwC, if requested by any stockholder, will be present via telephone at the Meeting to respond to appropriate questions from stockholders and will have an opportunity to make a statement if he or she chooses to do so.
Report of the Audit Committee
Pursuant to a meeting of the Audit Committee on December 20, 2023, the Audit Committee reports that it has: (i) reviewed and discussed the Fund’s audited financial statements with management; (ii) discussed with PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm of the Fund, the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114, which supersedes SAS No. 61, as amended, as adopted by the Public Company Accounting Oversight Board; and (iii) previously received written confirmation from PwC that it is independent and written disclosures regarding such independence as required by the standards of the Public Company Accounting Oversight Board, and discussed with PwC the independent registered public accounting firm’s independence.
Pursuant to the Audit Committee Charter adopted by the Fund’s Board, the Audit Committee is responsible for conferring with the Fund’s independent registered public accounting firm, reviewing annual financial statements and recommending the selection of the Fund’s independent registered public accounting firm. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund. The independent registered public accounting firm is responsible for planning and carrying out the proper audits and reviews of the Fund’s financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.
The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are responsible for oversight. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principals and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.
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Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund’s annual report for the Fund’s fiscal year ended October 31, 2023.
Submitted by the Audit Committee
of the Fund’s Board of Directors
Robert D. Agdern
Carol L. Colman, CFA
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
December 20, 2023INTERESTED DIRECTOR
Jane E. Trust, CFA
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At March 25, 2024, the nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund’s Common Stock.
No Director who is not an “interested person” of the Fund as defined in the 1940 Act, nor any immediate family members, to the best of the Fund’s knowledge, had any interest in the Fund’s investment adviser, or any person or entity (other than the Fund) directly or indirectly controlling, controlled by, or under common control with Franklin Templeton as of December 31, 2023.
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5% Beneficial Ownership
At March 25, 2024, to the knowledge of management, the registered stockholders who owned of record or owned beneficially more than 5% of the Fund’s capital stock outstanding is noted in the table below. As of the close of business on March 25, 2024, Cede & Co., a nominee for participants in the Depository Trust Company, held of record 14,949,168 shares, equal to approximately 99% of the Fund’s outstanding shares, including the shares shown below.
| Number of | Percent | Name | Address | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | 1,345,275 | 9.00%(1) | First Trust Portfolios L.P. and its affiliates | 120 East Liberty Drive Suite 400 Wheaton, IL 60187
Submission of Stockholder Proposals and Other Stockholder Communications All proposals by stockholders of the Fund that are intended to be presented at the 2025 Annual Meeting of Stockholders must be received by the Fund for inclusion in the Fund’s proxy statement and proxy relating to that meeting no later than November 6, 2024. Any stockholder who desires to bring a proposal at the 2025 Annual Meeting of Stockholders without including such proposal in the Fund’s proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to c/o Franklin Templeton, 100 First Stamford Place, 6th Floor, Stamford, CT 06902) during the period from October 7, 2024 to November 6, 2024. However, if the Fund’s 2025 Annual Meeting of Stockholders is held earlier than March 13, 2025 or later than May 12, 2025, such written notice must be delivered to the Secretary of the Fund no earlier than the 150th day prior to the date of the 2025 Annual Meeting of Stockholders and no later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2025 Annual Meeting of Stockholders or 10 days following the public announcement of the date of the 2025 Annual Meeting of Stockholders. Stockholder proposals are subject to certain regulations under the federal securities laws. The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair (together with the CCO, “Complaint Officers”). Complaints may be submitted on an anonymous basis. The CCO may be contacted at: Franklin Templeton Compliance Department 280 Park Avenue New York, New York 10017
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO. The Fund’s Audit Committee Chair may be contacted at: Western Asset Global Corporate Defined Opportunity Fund Inc. Audit Committee Chair c/o Franklin Templeton Compliance Department 280 Park Avenue New York, New York 10017 A stockholder who wishes to send any other communications to the Board should also deliver such communications to the Secretary of the Fund at 100 First Stamford Place, 6th Floor, Stamford, CT 06902. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel, and other advisers as appropriate, which stockholder communications will be relayed to the Board. Expenses of Proxy Solicitation The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne by the Fund and, indirectly, the stockholders and are expected to be approximately Other Business The Fund’s Board of Directors does not know of any other matter that may come before the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the proxy to vote the proxies in accordance with their judgment on that matter. By Order of the Board of Directors, Marc A. De Oliveira Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please detach at perforation before mailing.
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. EVERY STOCKHOLDER’S VOTE IS IMPORTANT
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