<PAGE>
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] 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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MFS Government Markets Income Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MFS(R) GOVERNMENT
MARKETS
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
-----------------------------
Proxy Statement
For the 2000 Annual Meeting
of Shareholders to be held on
October 19, 2000
-----------------------------
MFS(R) GOVERNMENT MARKETS
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
<PAGE>
MFS(R) GOVERNMENT MARKETS INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2000 Annual Meeting of Shareholders
To be held on October 19, 2000
The 2000 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 Thursday, October 19, 2000, for the following purposes:
ITEM 1. To elect Jeffrey L. Shames and Arnold D. Scott 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, 2000; 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 22, 2000 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 1, 2000
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 2000 Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Thursday, October 19, 2000 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, EquiServe, 150 Royall Street, Canton, Massachusetts
02021, or delivered at the Meeting. On August 22, 2000, there were outstanding
61,280,005 shares of the Trust. Shareholders of record at the close of business
on August 22, 2000, 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 1, 2000. A copy of the
Trust's most recent annual report and semi-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 2281,
Boston, MA 02107-9906, 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 Jeffrey L.
Shames and Arnold D. Scott as Trustees of the class whose term will expire at
the 2003 annual meeting of shareholders (or special meeting in lieu thereof).
Messrs. Shames and Scott are presently Trustees of the Trust. Under the terms of
the Trust's retirement plan, the Trustees have a mandatory retirement age of 75.
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 17, 2000(2) OF CLASS(3)
--------------------------- ------------- ----------- ---------- ---------------
<S> <C> <C> <C> <C>
JEFFREY L. SHAMES* (born 6/2/55), Chairman and
President; Massachusetts Financial Services Company,
Chairman and Chief Executive Officer. 1993 2000 0 0%
MARSHALL N. COHAN (born 11/14/26), Trustee; Private
Investor. 1987 2001 25 0.000041%
LAWRENCE H. COHN (born 3/11/37), Trustee; Brigham and
Women's Hospital, Chief of Cardiac Surgery; Harvard
Medical School, Professor of Surgery. 1993 2002 0 0%
SIR J. DAVID GIBBONS, KBE (born 6/15/27), Trustee;
Edmund Gibbons Limited, Chief Executive Officer;
Colonial Insurance Company Ltd., Director & Chairman. 1988 2001 0 0%
ABBY M. O'NEILL (born 4/27/28), Trustee; Private
Investor; Rockefeller Financial Services, Inc.
(investment advisers), Chairman and Chief Executive
Officer. 1992 2001 0 0%
WALTER E. ROBB, III (born 8/18/26), Trustee; Benchmark
Advisors, Inc. (corporate financial consultants),
President and Treasurer; Benchmark Consulting Group,
Inc. (office services), President; CitiFunds and
CitiSelect Folios (mutual funds), Trustee. 1987 2002 1,259.7541 0.002056%
ARNOLD D. SCOTT* (born 12/16/42), Trustee; Massachusetts
Financial Services Company, Senior Executive Vice
President and Director. 1993 2000 362.4105 0.000591%
J.DALE SHERRATT (born 9/23/38), Trustee; Insight
Resources, Inc. (acquisition planning specialists),
President; Wellfleet Investments (investor in health
care companies), Managing General Partner (Since 1993);
Cambridge Nutraceuticals (professional
nutritional products), Chief Executive Officer. 1993 2002 360 0.000587%
WARD SMITH (born 9/13/30), Trustee; Retired. NACCO
Industries (holding company), Chairman (prior to June
1994); Sundstrand Corporation (diversified mechanical
manufacturer), Director. 1992 2001 0 0%
All Trustees and officers as a group 2,007.1646 0.003275%
----------------------
(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 17, 2000. 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.
</TABLE>
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. Shames, who serves as Trustee of 108 funds
within the MFS fund complex and Scott, who serves as Trustee of 79 funds within
the MFS complex. Messrs. Scott and Shames are "interested persons" (as defined
under the 1940 Act) of the Trust because they are each an officer and director
of MFS; Messrs. Scott and Shames each owns shares of common stock of MFS.
The Trust pays each Trustee who is not an officer of MFS a fee of $7,350 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.
<TABLE>
<CAPTION>
TRUSTEE COMPENSATION TABLE
RETIREMENT BENEFIT ESTIMATED TOTAL TRUSTEE FEES
TRUSTEE FEES ACCRUED AS PART OF CREDITED YEARS FROM TRUST AND
TRUSTEE FROM TRUST (1)(2) TRUST EXPENSE (1) OF SERVICE (3) FUND COMPLEX (4)
-------- -------- --------- ------- ---------
<S> <C> <C> <C> <C>
Marshall N. Cohan ................................. $13,350 $7,189 14 $149,167
Lawrence Cohn ..................................... 12,430 3,969 18 142,207
Sir J. David Gibbons .............................. 12,350 6,606 13 135,292
Abby M. O'Neill ................................... 12,350 4,507 10 135,292
Walter E. Robb, III ............................... 13,430 7,282 15 156,082
Arnold D. Scott ................................... -0- -0- N/A -0-
Jeffrey L. Shames ................................. -0- -0- N/A -0-
J. Dale Sherratt .................................. 13,850 4,637 20 155,992
Ward Smith ........................................ 13,350 5,352 13 149,167
----------------------
(1) For fiscal year ended November 30, 1999.
(2) During the fiscal year ended November 30, 1999, Messrs. Cohn and Robb deferred $1,975 and $1,405, respectively, of their
compensation pursuant to the deferred Compensation Plan.
(3) Based on normal retirement age of 75.
(4) For calendar year 1999. All Trustees receiving compensation served as Trustees of 42 funds within the MFS fund complex
(having aggregate net assets at December 31, 1999 of approximately $35.2 billion).
<CAPTION>
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT (5)
AVERAGE YEARS OF SERVICE
TRUSTEE --------------------------------------------------------------------------------------
FEES 3 5 7 10 OR MORE
----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
$ 9,410 $1,411 $2,352 $3,293 $4,705
10,575 1,586 2,644 3,701 5,287
11,740 1,761 2,935 4,109 5,870
12,905 1,936 3,226 4,517 6,452
14,070 2,110 3,517 4,924 7,035
15,235 2,285 3,809 5,332 7,618
------------------
(5) Other funds in the MFS fund complex provide similar retirement benefits to the Trustees.
</TABLE>
The Board of Trustees of the Trust met 6 times during its last fiscal year. The
Board also has a standing Audit Committee, composed of Messrs. Cohan, Robb,
Sherratt and Smith 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. The Audit
Committee met 4 times during the Trust's last fiscal year. The Board has created
a Nominating Committee, composed of Ms. O'Neill and Messrs. Cohan, Cohn,
Gibbons, Robb, Sherratt and Smith, that is responsible for recommending
qualified candidates to the Board in the event that a position is vacated or
created. The Nominating Committee consists only of Trustees who are not
"interested persons" of the Trust as defined in the 1940 Act. The Nominating
Committee would consider recommendations by shareholders if a vacancy were to
exist. Shareholders wishing to recommend Trustee candidates for consideration by
the Nominating Committee may do so by writing the Secretary of the Trust.
Nominees must be persons who are not "interested persons" of the Trust as
defined in the 1940 Act. Members of the Nominating Committee confer periodically
and hold meetings as required. The Nominating Committee did not meet during the
Trust's last fiscal year.
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, 2000. 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 AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings,
Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, 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. 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 abstentions or 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 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 PROPOSALS
Proposals of shareholders which are intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 4,
2001.
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, 1999, 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.
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 1, 2000
MFS GOVERNMENT MARKETS INCOME TRUST
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PROXY PROXY
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 19, 2000.
The undersigned hereby appoints JAMES R. BORDEWICK, JR., STEPHEN E. CAVAN, W.
THOMAS LONDON, JEFFREY L. SHAMES and JAMES O. YOST, and each of them, proxies
with several powers of substitution, to vote for the undersigned at the 2000
Annual Meeting of Shareholders of MFS INTERMEDIATE INCOME TRUST to be held at
500 Boylston Street, Boston, Massachusetts, on Thursday, October 19, 2000,
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 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 REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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Please sign this proxy exactly as your name or names appear 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
--------------------------------------------
MFS(R) GOVERNMENT MARKETS INCOME TRUST
--------------------------------------------
CONTROL NUMBER:
1. ELECTION OF TRUSTEES
NOMINEES:
For All With- For All
Nominees hold Except
(01) Arnold D. Scott [ ] [ ] [ ]
(02) Jefrey 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 THE NAME OF THE NOMINEE. YOUR SHARES WILL BE VOTED
FOR THE REMAINING NOMINEE.
2. RATIFICATION OF SELECTION OF For Against Abstain
ACCOUNTANTS. [ ] [ ] [ ]
Please be sure to sign and date this Proxy. Date
-----------------------------------------------------------------
Shareholder sign here-------------Co-owner sign here--- RECORD DATE SHARES:
