<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MFS GOVERNMENT MARKETS INCOME TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No Fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 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:
<PAGE>
MFS(R) GOVERNMENT MARKETS INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 1997 Annual Meeting of Shareholders
To be held on October 22, 1997
The 1997 Annual Meeting of Shareholders of MFS Government Markets Income Trust
(the "Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at
9:30 a.m. on Wednesday, October 22, 1997, for the following purposes:
ITEM 1. To elect A. Keith Brodkin, Richard B. Bailey, Arnold D. Scott and
Jeffrey L. Shames as Trustees of the Trust;
ITEM 2. To ratify the selection of Deloitte & Touche LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending November 30, 1997; and
ITEM 3. To transact such other business as may come before the Meeting and
any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on August 25, 1997 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 5, 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
MFS(R) GOVERNMENT MARKETS INCOME TRUST
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS(R) Government Markets Income
Trust (the "Trust") to be used at the 1997 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Wednesday, October 22, 1997 at 500
Boylston Street, Boston, Massachusetts, for the purposes set forth in the
accompanying Notice. If the enclosed form of proxy is executed and returned, it
may nevertheless be revoked prior to its exercise by a signed writing filed with
the proxy tabulation agent, State Street Bank and Trust Company, P.O. Box 592,
Boston, Massachusetts 02102, or delivered at the Meeting. On August 25, 1997,
there were outstanding 70,751,928 shares of the Trust. Shareholders of record at
the close of business on August 25, 1997, will be entitled to one vote for each
share held.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about September 5, 1997. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 9024, Boston, MA 02205-9824, or by telephone
toll-free at (800) 637-2304.
ITEM 1 -- ELECTION OF TRUSTEES
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of A. Keith
Brodkin, Richard B. Bailey, Arnold D. Scott and Jeffrey L. Shames as Trustees of
the class whose term will expire at the 2000 annual meeting of shareholders (or
special meeting in lieu thereof). These individuals are presently Trustees of
the Trust.
The following table presents certain information regarding the Trustees,
including their principal occupations, which, unless specific dates are shown,
are of more than five years duration, although the titles may not have been the
same throughout. An asterisk beside a Trustee's name indicates that he or she is
an "interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust's investment adviser and has been
affiliated with the investment adviser for more than five years.
<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING AUGUST 21, 1997(2) OF CLASS(3)
- --------------------------- ------------- ----------- ------------------ -----------
<S> <C> <C> <C> <C>
A. KEITH BRODKIN*, 62, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Chief Executive Officer and Chief Investment Officer. 1990 1997 1,000.3 0.0014%
RICHARD B. BAILEY*, 70, Trustee; Private Investor;
Massachusetts Financial Services Company, former
Chairman and Director (prior to September 30, 1991);
Cambridge Bancorp, Director; Cambridge Trust Company,
Director. 1987 1997 0.0 0.0000%
MARSHALL N. COHAN, 70, Trustee; Private Investor. 1987 1998 25.0 0.0000%
LAWRENCE H. COHN, M.D., 60, Trustee; Brigham and Women's
Hospital, Chief of Cardiac Surgery; Harvard Medical
School, Professor of Surgery. 1993 1999 0.0 0.0000%
THE HON. SIR J. DAVID GIBBONS, KBE, 70, Trustee; Edmund
Gibbons Limited, Chief Executive Officer; The Bank of
N.T. Butterfield & Son Ltd., Chairman. 1988 1998 0.0 0.0000%
ABBY M. O'NEILL, 69, Trustee; Private Investor;
Rockefeller Financial Services, Inc. (investment
advisers), Director. 1992 1998 0.0 0.0000%
WALTER E. ROBB, III, 71, Trustee; Benchmark Advisors,
Inc. (corporate financial consultants), President and
Treasurer; Benchmark Consulting Group, Inc. (office
services), President; Landmark Funds (mutual funds),
Trustee. 1987 1999 1,010.8 0.0014%
ARNOLD D. SCOTT*, 54, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1997 290.8 0.0004%
JEFFREY L. SHAMES*, 42, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0.0 0.0000%
J. DALE SHERRATT, 58, Trustee; Insight Resources, Inc.
(acquisition planning specialists), President. 1993 1999 360.0 0.0005%
WARD SMITH, 66, Trustee; NACCO Industries (holding company),
Chairman (prior to June 1994); Sunstrand Corporation
(diversified mechanical manufacturer), Director. 1992 1998 0.0 0.0000%
All Trustees and officers as a group 4,232.9 0.0060%
</TABLE>
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(1) Directorships or Trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") i.e., "public companies").
(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" under
SEC rules.
(3) Percentage of shares outstanding on August 21, 1997. All shares are held
with sole voting and investment power, except to the extent that such
powers may be shared by a family member or a trustee of a family trust.
All Trustees serve as Trustees of 41 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"),
investment adviser to the Trust, except Messrs. Bailey, Scott and Shames, who
serve as Trustees of 81 funds within the MFS complex, and Mr. Brodkin, who
serves as Trustee of 101 funds within the MFS fund complex. Mr. Bailey and Mr.
Brodkin are also directors of Sun Life Assurance Company of Canada (U.S.)
("Sun Life of Canada (U.S.)"). MFS is a subsidiary of Sun Life of Canada
(U.S.), which is a subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.,
which is in turn a wholly owned subsidiary of Sun Life Assurance Company of
Canada. Messrs. Brodkin, Scott and Shames are "interested persons" of the
Trust because each person is an officer and director of MFS. Mr. Bailey is
considered an "interested person" of the Trust because he is a director of Sun
Life of Canada (U.S.). Messrs. Brodkin, Scott and Shames each owns shares of
common stock of MFS.
The Trust pays each Trustee who is not an officer of MFS and Mr. Bailey a fee of
$8,000 per year, plus $500 per meeting and $500 per committee meeting attended,
together with such Trustee's actual out-of-pocket expenses relating to
attendance at meetings. In addition, each Trustee, who is not an officer of the
Adviser, will be entitled to receive certain benefits pursuant to the Trust's
retirement plan. Under this plan, each such Trustee (or his or her
beneficiaries) will be entitled to receive an annual retirement or death benefit
in an amount of up to 50% of such Trustee's average annual compensation,
depending on the Trustee's length of service. Set forth below is certain
information concerning the cash compensation paid to these Trustees and benefits
accrued, and estimated benefits payable under the retirement plan.
TRUSTEE COMPENSATION TABLE
<TABLE>
<CAPTION>
RETIREMENT BENEFIT ESTIMATED TOTAL TRUSTEE FEES
TRUSTEE FEES ACCRUED AS PART OF CREDITED YEARS FROM TRUST AND
TRUSTEE FROM TRUST (1) TRUST EXPENSE (1) OF SERVICE (2) FUND COMPLEX (3)
- -------- -------------- ------------------ -------------- ------------------
<S> <C> <C> <C> <C>
Richard B. Bailey .................................. $12,500 $3,611 10 $247,168
A. Keith Brodkin ................................... -0- -0- N/A -0-
Marshall N. Cohan .................................. 15,000 7,175 14 149,258
Dr. Lawrence Cohn .................................. 14,000 2,162 18 136,508
Sir J. David Gibbons ............................... 14,000 5,844 13 136,508
Abby M. O'Neill .................................... 13,000 2,822 10 123,758
Walter E. Robb, III ................................ 15,000 7,972 15 149,258
Arnold D. Scott .................................... -0- -0- N/A -0-
Jeffrey L. Shames .................................. -0- -0- N/A -0-
J. Dale Sherratt ................................... 15,000 2,312 20 149,258
Ward Smith ......................................... 15,000 3,156 13 149,258
</TABLE>
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(1) For fiscal year ended November 30, 1996.
(2) Based on normal retirement age of 75.
(3) For calendar year 1996. All Trustees receiving compensation served as
Trustees of 41 funds within the MFS fund complex (having aggregate net
assets at December 31, 1996 of approximately $15 billion), except Messrs.
Bailey, Scott and Shames, who serve as Trustees of 81 funds within the
MFS fund complex, and Mr. Brodkin, who serves as Trustee of 101 funds
within the MFS fund complex (having aggregate net assets at December 31,
1996 of approximately $38.5 billion.)
<PAGE>
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT (4)
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
TRUSTEE ----------------------------------------------------
FEES 3 5 7 10 OR MORE
----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
$11,250 $1,688 $2,813 $3,938 $5,625
12,300 1,845 3,075 4,305 6,150
13,350 2,003 3,338 4,673 6,675
14,400 2,160 3,600 5,040 7,200
15,450 2,318 3,863 5,408 7,725
16,500 2,475 4,125 5,775 8,250
</TABLE>
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(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
The Board of Trustees of the Trust met 7 times during its last fiscal year. The
Board also has a standing Audit Committee, composed of Messrs. Cohan, Robb,
Sherratt and Smith, which met 4 times during the Trust's last fiscal year, to
review the internal and external accounting and auditing procedures of the Trust
and, among other things, to consider the selection of independent public
accountants for the Trust, to approve all significant services proposed to be
performed by its independent public accountants and to consider the possible
effect of such services on their independence. In addition, the Board has
created a standing Nominating Committee, composed of Ms. O'Neill and Messrs.
Cohan, Cohn, Gibbons, Robb, Sherratt and Smith, who are not "interested persons"
(as that term is defined in the 1940 Act) of the Trust or the Adviser, to meet
as necessary and recommend to the Board nominees for election as Trustees of the
Trust. The Nominating Committee did not meet during the Trust's last fiscal
year. The Nominating Committee has not adopted a policy regarding shareholder
recommendations as to nominees.
REQUIRED VOTE. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at the
Meeting in person or by proxy.
ITEM 2 -- RATIFICATION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of Trustees who are not "interested
persons" (as that term is defined in the 1940 Act) of the Trust, of Deloitte &
Touche LLP under Section 32(a) of the 1940 Act as independent public accountants
to certify every financial statement of the Trust required by any law or
regulation to be certified by independent public accountants and filed with the
SEC and to provide certain other tax-related services (such as tax return
preparation and assistance and consultation with respect to the preparation of
filings with the SEC) in respect of all or any part of the fiscal year ending
November 30, 1997. Deloitte & Touche LLP has no direct or material indirect
interest in the Trust.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives are also expected to be available to respond to
appropriate questions.
REQUIRED VOTE. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.
INVESTMENT ADVISER
The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a subsidiary
of Sun Life of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181, which is in turn an indirect wholly owned subsidiary of Sun
Life Assurance Company of Canada, 150 King Street West, Toronto, Canada M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Brodkin, Bailey, Scott and Shames as Trustees of the Trust (if still
available for election) and ratification of the selection of Deloitte & Touche
LLP as independent public accountants.
All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the Meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as Trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.
The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matter properly comes before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF CERTAIN PROPOSALS
Proposals of shareholders which are intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 8,
1998.
SECTION 16(a) -- BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange. Such persons are
required by SEC regulation to furnish the Trust with copies of all Section 16(a)
forms they file.
Based solely on review of the copies of Forms 3, 4 and 5 and amendments thereto
furnished to the Trust with respect to its most recent fiscal year, or written
representations that no Forms 5 were required, the Trust believes that, during
the year ended November 30, 1996, with the exception of Dr. Cohn, a Trustee of
the Trust, who did not file on a timely basis one report involving the sale of
shares of the Trust on December 5, 1995, all Section 16(a) filing requirements
applicable to trustees, directors and certain officers of the Trust and the
Adviser and greater than ten percent beneficial owners were complied with. Dr.
Cohn did not file on a timely basis one report involving the purchase of shares
of the Trust on April 29, 1994, and two reports involving the reinvestment of
dividends in additional shares of the Trust made during the Trust's fiscal years
ending November 30, 1993 and 1994, respectively.
ADDITIONAL INFORMATION
To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone or interview by Corporate Investor Communications, Inc.
("CIC") or its agents as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It is
anticipated that the total cost of any such solicitations, if made by CIC or its
agents, would be approximately $8,500 plus out-of-pocket expenses, and if made
by any other party, would be nominal.
The expense of solicitations as well as the preparation, printing and mailing of
the enclosed form of proxy, and this Notice and Proxy Statement, will be borne
by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
September 5, 1997 MFS GOVERNMENT MARKETS INCOME TRUST
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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MFS(R) GOVERNMENT
MARKETS
INCOME TRUST
500 Boylston Street,
Boston, Massachusetts 02116
------------------------------
PROXY STATEMENT
For the 1997 Annual Meeting
of Shareholders to be held on
October 22, 1997
------------------------------
MFS(R) GOVERNMENT MARKETS
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
<PAGE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) GOVERNMENT MARKETS INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 22, 1997.
The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH BRODKIN,
STEPHEN E. CAVAN and W. THOMAS LONDON, and each of them, proxies with several
powers of substitution, to vote for the undersigned at the 1997 Annual Meeting
of Shareholders of MFS GOVERNMENT MARKETS INCOME TRUST, to be held at 500
Boylston Street, Boston, Massachusetts, on Wednesday, October 22, 1997, notice
of which meeting and the Proxy Statement accompanying the same have been
received by the undersigned, or at any adjournment thereof, upon the following
matters as described in the Notice of Meeting and accompanying Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE SIDE OF
THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS
GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE VOTED "FOR" THE NOMINEES AND
"FOR" ITEM 2. THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST
JUDGMENT AS TO ANY OTHER MATTER.
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PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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Please sign this proxy exactly as your name appears on the reverse side of this
card. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
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<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
With- For All
For hold Except For Against Abstain
<S> <C> <C> <C> <C> <C> <C> <C>
1.) ELECTION OF TRUSTEES. [ ] [ ] [ ] 2.) RATIFICATION OF SELECTION OF [ ] [ ] [ ]
ACCOUNTANTS.
</TABLE>
NOMINEES:
A. KEITH BRODKIN, RICHARD B. BAILEY, ARNOLD D. SCOTT AND JEFFREY L. SHAMES
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THAT NOMINEE'S NAME. YOUR SHARES WILL BE VOTED
FOR THE REMAINING NOMINEES.
<TABLE>
<S> <C> <C>
Please be sure to sign and date this Proxy. Date
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Shareholder sign here-----------------------Co-owner sign here--- RECORD DATE SHARES:
</TABLE>
