PROPOSAL 1. ELECTION OF TRUSTEES
The Fund’s Agreement and Declaration of Trust provides
that a majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater
than fifteen. The Board has fixed the number of Trustees at eleven. Under the terms of the Fund’s Agreement and Declaration
of Trust, the Board of Trustees is divided into three classes, each class having a term of three years to expire on the date of
the third annual meeting following its election. An effect of staggered terms is to limit the ability of entities or persons to
acquire control of the Fund.
The Board of Trustees recommends that shareholders vote FOR the
election of the Trustee nominees of the Fund.
Each nominee is currently serving as a Trustee of the Fund and
has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected)
when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend.
Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy
statement. The Trustees of the Fund shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled
to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named. No nominee is a party adverse
to the Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially
adverse to such Fund.
Under the terms of the Fund’s By-laws, as amended, the
holders of the VRTPS are entitled as a class, to the exclusion of the holders of the Common Shares, to elect two Trustees of the
Fund. There are no Trustees nominated for election solely by holders of the Fund's VRTPS at this meeting. The Fund’s By-laws
further provide for the election of the other nominees named above by the holders of the Common Shares and the VRTPS, voting together
as a single class.
The following table presents certain information regarding the
current Trustees of the Fund, including the principal occupations of each such person for at least the last five years.
Each current Trustee listed above served as a Trustee of 159
funds within the Eaton Vance fund complex as of February 4, 2020 (including both master and feeder funds in a master-feeder structure).
The address of each Trustee is Two International Place, Boston, Massachusetts 02110.
Each Trustee holds office until the annual meeting for the year
in which his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation,
retirement, disqualification or removal. Under the terms of the Fund’s current Trustee retirement policy, an Independent
Trustee must retire and resign as a Trustee on the earlier of: (i) the first day of July following his or her 74th birthday;
or (ii), with limited exception, December 31st of the 20th year in which he or she has served as a Trustee.
However, if such retirement and resignation would cause the Fund to be out of compliance with Section 16 of the Investment Company
Act of 1940, as amended (the “1940 Act”) or any other regulations or guidance of the Securities and Exchange Commission
(“SEC”), then such retirement and resignation will not become effective until such time as action has been taken for
the Fund to be in compliance with Section 16 of the 1940 Act.
Mr. Faust is an “interested person” (as defined in
the 1940 Act) by reason of his affiliation with EVM, the Fund’s investment adviser, and EVC, a publicly-held holding company,
which owns all the outstanding shares of EVM and of EVM’s trustee, EV. (EVM, EVC, and their affiliates are sometimes referred
to collectively as the “Eaton Vance Organization.”) Mr. Faust holds positions with other Eaton Vance affiliates that
are comparable to his position with Eaton Vance listed above.
Share Ownership by Trustee
The following table shows the dollar range of equity securities
beneficially owned by each Trustee in the Fund and in all registered investment companies advised or administered by Eaton Vance
(the “Eaton Vance family of funds”) overseen by the Trustee.
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Name of Trustee
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Dollar Range of Equity Securities
Beneficially Owned in the Fund(1)
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Aggregate Dollar Range of Equity
Securities Beneficially Owned in Funds
Overseen by Trustee in the
Eaton Vance Family of Funds(1)
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Interested Trustee
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Thomas E. Faust Jr.
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$50,001 - $100,000
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Over $100,000
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Noninterested Trustees
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Mark R. Fetting
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None
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Over $100,000
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Cynthia E. Frost
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None
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Over $100,000
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George J. Gorman
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None
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Over $100,000
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Valerie A. Mosley
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None
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Over $100,000
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William H. Park
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None
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Over $100,000
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Helen Frame Peters
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None
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Over $100,000
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Keith Quinton
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None
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Over $100,000
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Marcus L. Smith
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None
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Over $100,000
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Susan J. Sutherland
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None
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Over $100,000(2)
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Scott E. Wennerholm
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None
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Over $100,000(2)
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(1) As of February 4, 2020.
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(2) Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
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Board Meetings and Committees
The Board of Trustees (the “Board”) has general oversight
responsibility with respect to the business and affairs of the Fund. The Board has engaged an investment adviser and (if applicable)
a sub-adviser (collectively, the “adviser”) to manage the Fund and an administrator to administer the Fund and is responsible
for overseeing such adviser and administrator and other service providers to the Fund. The Board is currently composed of eleven
Trustees, including ten Trustees who are not “interested persons” of the Fund, as that term is defined in the 1940
Act (each a “noninterested Trustee”). In addition to six regularly scheduled meetings per year, the Board holds special
meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As
discussed below, the Board has established six committees to assist the Board in performing its oversight responsibilities.
The Board has appointed a noninterested Trustee to serve in
the role of Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings
of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the
Board. The Chairperson also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys,
and other Board members generally between meetings. The Chairperson may perform such other functions as may be requested by the
Board from time to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson.
The Vice-Chairperson has the power and authority to perform any or all of the duties and responsibilities of the Chairperson in
the absence of the Chairperson and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to the
Fund’s Declaration of Trust or By-laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested
Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person
as a member of the Board, generally.
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Proxy Statement dated February 24, 2020
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The Fund is subject to a number of risks, including, among others,
investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of the
Fund and is addressed as part of various activities of the Board and its Committees. As part of its oversight of the Fund, the
Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser, the administrator,
the principal underwriter, the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible
for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the
nature and extent of risks and determining whether, and to what extent, such risks can or should be mitigated. The Board also
interacts with the CCO and with senior personnel of the adviser, the administrator, the principal underwriter and other Fund service
providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, the
administrator, the principal underwriter and the other Fund service providers has its own independent interest and responsibilities
in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual
priorities, resources and controls. It is not possible to identify all of the risks that may affect the Fund or to develop processes
and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related
risks) to achieve the Fund’s goals.
The Board, with the assistance of management and with input from
the Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance.
The Board has appointed a Fund CCO who oversees the implementation and testing of the Fund’s compliance program and reports
to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Board’s
periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may
consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation,
the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Fund’s shares. The
administrator and the adviser are responsible for the implementation and day-to-day administration of these valuation policies
and procedures and provide reports to the Audit Committee of the Board and the Board regarding these and related matters. In addition,
the Audit Committee of the Board or the Board receives reports periodically from the independent public accounting firm for the
Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated
with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the
Board in performing its oversight function.
The Fund’s Declaration of Trust does not set forth any
specific qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications,
but does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In
general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when
concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund
industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for
high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which
such expertise would complement the Board members’ existing mix of skills, core competencies and qualifications; (vi) perceived
ability to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly
and work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes
of the 1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such
other factors as the Board determines to be relevant in light of the existing composition of the Board.
Among the attributes or skills common to all Board members are
their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the
other members of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting
firms, and to exercise effective and independent business judgment in the performance of their duties as members of the Board.
Each Board member’s ability to perform his or her duties effectively has been attained through the Board member’s business,
consulting, public service and/or academic positions and through experience from service as a member of the Boards of the Eaton
Vance family of funds (“Eaton Vance Fund Boards”) (and/or in other capacities, including for any predecessor funds),
public companies, or non-profit entities or other organizations as set forth below. Each Board member’s ability to perform
his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other
life experiences.
In respect of each current member of the Board, the individual’s
substantial professional accomplishments and experience, including in fields related to the operations of registered investment
companies, were a significant factor in the determination that the individual should serve as a member of the Board. The following
is a summary of each Board member’s particular professional experience and additional considerations that contributed to
the Board’s conclusion that he or she should serve as a member of the Board:
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Proxy Statement dated February 24, 2020
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Thomas
E. Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. He is currently Chairman, Chief
Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and
BMR, and Director of EVD. Mr. Faust has served as a Director of Hexavest Inc. since 2012. From 2016 through 2019, Mr. Faust served
as a Director of SigFig Wealth Management LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director of
Equity Research and Management and Chief Investment Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical
Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has
been a Chartered Financial Analyst since 1988.
Mark
R. Fetting. Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the
Ad Hoc Committee for Closed-End Fund Matters. He has over 30 years of experience in the investment management industry as an executive
and in various leadership roles. From 2000 through 2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including
most recently serving as President, Chief Executive Officer, Director and Chairman from 2008 to his retirement in 2012. He also
served as a Director/Trustee and Chairman of the Legg Mason family of funds from 2008-2012 and Director/Trustee of the Royce family
of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served as President of the Legg Mason family of funds. From 1991
through 2000, Mr. Fetting served as Division President and Senior Officer of Prudential Financial Group, Inc. and related companies.
Early in his professional career, Mr. Fetting was a Vice President at T. Rowe Price and served in leadership roles within the firm’s
mutual fund division from 1981-1987.
Cynthia
E. Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Portfolio
Management Committee. From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she oversaw
the evaluation, selection and monitoring of the third party investment managers who managed the university’s endowment. From
1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment.
Ms. Frost also served in various investment and consulting roles at Cambridge Associates from 1989-1995, Bain and Company from
1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member of the investment committee of the MCNC Endowment.
George
J. Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the
Audit Committee. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior
Partner in the Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds
registered with the SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee
of other mutual fund complexes, including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds
from 2010-2014.
Valerie
A. Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the
Governance Committee. She currently owns and manages a consulting and investment firm, Valmo Ventures and is a Director of Progress
Investment Management Company, a manager of emerging managers. From 1992 through 2012, Ms. Mosley served in several capacities
at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio
Manager and Investment Strategist. Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992
and worked in institutional corporate bond sales at Kidder Peabody from 1986-1990. Ms. Mosley is a Director of Dynex Capital, Inc.,
a mortgage REIT, where she serves on the board’s Investment Committee, Compensation Committee and chairs the Nominating &
Corporate Governance Committee. She is a Director of Envestnet, Inc., a provider of intelligent systems for wealth management and
financial wellness. She also serves as a trustee or board member of several major non-profit organizations and endowments, including
New Profit, a non-profit venture philanthropy fund. She is a member of the Risk Audit Committee of the United Auto Workers Retiree
Medical Benefits Trust and a member of the Investment Advisory Committee of New York State Common Retirement Fund. She is also
an advisor to New Technology Ventures, a venture capital firm.
William
H. Park. Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and is the Independent Chairperson
of the Board. Mr. Park was formerly a consultant from 2012-2014 and formerly the Chief Financial Officer of Aveon Group, L.P. from
2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief
Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United
Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.
Helen
Frame Peters. Dr. Peters has served as a member of the Eaton Vance Fund Boards since 2008. Dr. Peters is currently
a Professor of Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from
2000-2002. Dr. Peters was previously a Director of BJ’s Wholesale Club, Inc. from 2004-2011. In addition, Dr. Peters was
the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and
Fixed Income at Colonial Management Associates from 1991-1998. Dr. Peters also served as a Trustee of SPDR Index Shares Funds
and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009.
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Proxy Statement dated February 24, 2020
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Keith
Quinton. Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018. He had over thirty
years of experience in the investment industry before retiring from Fidelity Investments in 2014. Prior to joining Fidelity, Mr.
Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001. From 1997 through 2000, he was
a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was senior vice president in
the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton served in various
investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where he began his career
in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton currently serves as an Independent Investment
Committee Member of the New Hampshire Retirement System, a five member committee that manages investments based on the investment
policy and asset allocation approved by the board of trustees, and as a Director of the New Hampshire Municipal Bond Bank.
Marcus
L. Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 2018. Since 2017, Mr. Smith
has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves on the Audit
Committee. From 2017 through 2018, he served as a Director of DCT Industrial Trust Inc., a leading logistics real estate company,
where he served as a member of the Nominating and Corporate Governance and Audit Committees. From 1994 through 2017, Mr. Smith
served in several capacities at MFS Investment Management, an investment management firm, where he managed the MFS Institutional
International Fund for 17 years and the MFS Concentrated International Fund for 10 years. In addition to his portfolio management
duties, Mr. Smith served as Director of Equity, Canada from 2012-2017, Director of Equity, Asia from 2010-2012, and Director of
Asian Equity Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant at Andersen Consulting (now known
as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992. He has also been a trustee
of the University of Mount Union since 2008 and has served as the chairman of the finance committee since 2015. Mr. Smith currently
sits on the Boston advisory board of the Posse Foundation and the Harvard Medical School Advisory Council on Education.
Susan
J. Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson
of the Compliance Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries.
Ascot Group Limited, through its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter
of specialty property and casualty insurance and reinsurance. Ms. Sutherland was a Director of Montpelier Re Holdings Ltd., a global
provider of customized reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading
provider of specialized automobile and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate,
counsel and then a partner in the Financial Institutions Group of Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily
represented U.S. and international insurance and reinsurance companies, investment banks and private equity firms in insurance-related
corporate transactions. In addition, Ms. Sutherland is qualified as a Governance Fellow of the National Association of Corporate
Directors and has also served as a board member of prominent non-profit organizations.
Scott
E. Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson
of the Contract Review Committee. He has over 30 years of experience in the financial services industry in various leadership and
executive roles. Mr. Wennerholm served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from
2005-2011. He also served as Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004
and was a Vice President at Fidelity Investments Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a
Trustee at Wheelock College, a postsecondary institution from 2012-2018.
During the fiscal year ended June 30, 2019, the Trustees of the
Fund met ten times. The Board of Trustees has several standing Committees, including the Audit Committee, the Contract Review Committee,
the Governance Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Ad
Hoc Committee for Closed-End Fund Matters. The Audit Committee met thirteen times, the Contract Review Committee met six times,
the Governance Committee met six times, the Portfolio Management Committee met ten times, the Compliance Reports and Regulatory
Matters Committee met ten times and the Ad Hoc Committee for Closed-End Fund Matters met one time during such period. Each Trustee
attended at least 75% of the Board and Committee meetings on which he or she serves. None of the Trustees attended the Fund’s 2019
Annual Meeting of Shareholders.
Each Committee of the Board of Trustees of the Fund is comprised
of only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review
of the Governance Committee and the Board.
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Proxy Statement dated February 24, 2020
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Messrs. Gorman (Chairperson), Park and Wennerholm and Ms. Peters
are members of the Audit Committee. The Board has designated Messrs. Gorman and Park, each a noninterested Trustee, as audit committee
financial experts. Each Audit Committee member is independent under applicable listing standards of the New York Stock Exchange.
The purposes of the Audit Committee are to (i) oversee the Fund’s accounting and financial reporting processes, its internal
control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers;
(ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and
the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal
and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial
reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the
independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy
statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting
firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with
the requirements of applicable Securities and Exchange Commission (“SEC”) and stock exchange rules for inclusion in
the proxy statement for the Annual Meeting of Shareholders of the Fund. The Fund’s Board of Trustees has adopted a written
charter for its Audit Committee, a copy of which is attached as Exhibit A. The written charter is also available on the Eaton Vance
website, https://funds.eatonvance.com/corporate-governance.php. The Audit Committee’s Report is set forth below under “Additional
Information.”
Messrs. Wennerholm (Chairperson), Fetting, Gorman, Park, Quinton
and Smith and Mmes. Frost, Mosley, Peters and Sutherland are members of the Contract Review Committee. The purposes of the Contract
Review Committee are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual
arrangements with each service provider to the Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting,
distribution services (if any) and administrative services; (ii) any and all other matters in which any of the Fund’s service
providers (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests
of the Fund or its shareholders; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter
is within the responsibilities of other Committees of the Board.
Mmes. Frost (Chairperson), Mosley and Peters and Messrs. Smith
and Wennerholm are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i)
assist the Board in its oversight of the portfolio management process employed by the Fund and its investment adviser and sub-adviser(s),
if applicable, relative to the Fund’s stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight
of the trading policies and procedures and risk management techniques applicable to the Fund; and (iii) assist the Board in its
monitoring of the performance results of all funds, giving special attention to the performance of certain funds that it or the
Board of Trustees identifies from time to time.
Ms. Sutherland (Chairperson) and Messrs. Fetting, Gorman and
Quinton are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory
Matters Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory
matters affecting the Fund; (ii) serve as a liaison between the Board of Trustees and the Fund’s CCO; and (iii) serve as
a “qualified legal compliance committee” within the rules promulgated by the SEC.
Messrs. Fetting (Chairperson) and Gorman and Ms. Mosley are members
of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to consider,
evaluate and make recommendations to the Board with respect to issues specifically related to Eaton Vance Closed-End Funds.
Mmes. Mosley (Chairperson), Frost, Peters and Sutherland and
Messrs. Fetting, Gorman, Park, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee
member is independent under applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee
is to consider, evaluate and make recommendations to the Board with respect to the structure, membership and operation of the Board
and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board and
the compensation of such persons.
The Fund’s Board of Trustees has adopted a written charter
for its Governance Committee, a copy of which is available on the Eaton Vance website, https://funds.eatonvance.com/corporate-governance.php.
The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include
current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Fund who submit
recommendations in accordance with the procedures described in the Committee’s charter. In no event shall the Governance
Committee consider as a candidate to fill any vacancy an individual recommended by management of the Fund, unless the Governance
Committee has invited management to make such a recommendation. The Governance Committee will, when a vacancy exists, consider
a nominee for Trustee recommended by a shareholder, provided that such recommendation is submitted in writing to the Fund’s
Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and occupational
data on the candidate (including whether the candidate would be an “interested person” of the Fund), a written consent
by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending
shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation of the
candidate for consideration. The Governance Committee’s procedures for evaluating candidates for the position of noninterested
Trustee are set forth in an appendix to the Committee’s charter.
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Proxy Statement dated February 24, 2020
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The Governance Committee does not have a formal policy to consider
diversity when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee
considers the overall diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers
how a particular candidate could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the
Board’s members and thereby enhance the effectiveness of the Board. In addition, as part of its annual self-evaluation, the
Board has an opportunity to consider the diversity of its members, including specifically whether the Board’s members have
the right mix of characteristics, experiences and skills. The results of the self-evaluation are considered by the Governance Committee
in its decision-making process with respect to candidates for the position of noninterested Trustee.
Communications with the Board of Trustees
Shareholders wishing to communicate with the Board may do so
by sending a written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of
Trustees or to the noninterested Trustees as a group, at the following address: Two International Place, Boston, Massachusetts
02110, c/o the Secretary of the Fund.
Remuneration of Trustees
Each noninterested Trustee is compensated for his or her services
according to a fee schedule adopted by the Board of Trustees, and receives a fee that consists of an annual retainer and a committee
service component. The Fund currently pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer
of $280,000; (ii) an additional annual retainer of $135,000 for serving as the Chairperson of the noninterested Trustees; (iii)
an additional annual retainer of $60,000 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four
or more Committees, not including the Ad Hoc Committee; (v) an additional annual retainer of $35,000 for serving as the Governance
Committee Chairperson, the Audit Committee Chairperson, the Compliance Committee Chairperson, the Contract Review Committee Chairperson
or the Portfolio Management Committee Chairperson (to be split evenly in the event of Co-Chairpersons); (vi) the Chairperson of
an Ad Hoc Committee will receive $5,000 for any six-month period the Ad Hoc Committee is in existence and meets, with the six-month
periods being October 1 through March 31 and April 1 through September 30; and (vii) out-of-pocket expenses. The pro rata share
paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all the funds in
the Eaton Vance family of funds. During the fiscal year ended June 30, 2019, the Trustees of the Fund earned the following compensation
in their capacities as Trustees of the Fund. For the calendar year ended December 31, 2019, the Trustees earned the following compensation
in their capacities as members of the Eaton Vance Fund Boards(1):
Name of Trustee
|
Total
Compensation
from Fund
|
Total Compensation
from Fund and
Fund Complex(1)
|
Mark R. Fetting
|
$1,673
|
$333,750
|
Cynthia E. Frost
|
$1,842
|
$367,500
|
George J. Gorman
|
$1,879
|
$375,000
|
Valerie A. Mosley
|
$1,903(2)
|
$380,000(3)
|
William H. Park
|
$2,300
|
$458,750
|
Helen Frame Peters
|
$1,673
|
$333,750
|
Keith Quinton
|
$1,673
|
$333,750
|
Marcus L. Smith
|
$1,673
|
$333,750
|
Susan J. Sutherland
|
$1,842(4)
|
$367,500(5)
|
Scott E. Wennerholm
|
$1,879
|
$375,000
|
|
(1)
|
As of February 4, 2020, the Eaton Vance fund complex consists of 159 registered investment companies or series thereof. The
compensation schedule disclosed above reflects the current compensation, which may not have been in place for the Fund’s
full fiscal year ended June 30, 2019 or the full calendar year ended December 31, 2019. Amounts do not include expenses reimbursed
to Trustees for attending Board meetings, which in the aggregate amounted to $139,551 for the calendar year ended December 31,
2019. Harriett Tee Taggart retired as a Trustee effective December 31, 2018. For the fiscal year ended June 30, 2019, Ms. Taggart
received Trustee fees of $433 from the Fund. For the calendar year ended December 31, 2019, she received $82,500 from the Fund
and Fund Complex.
|
|
(2)
|
Includes $203 of deferred compensation.
|
|
(3)
|
Includes $40,000 of deferred compensation.
|
|
(4)
|
Includes $1,842 of deferred compensation.
|
|
(5)
|
Includes $362,238 of deferred compensation.
|
Eaton Vance Floating-Rate 2022 Target Term Trust
|
10
|
Proxy Statement dated February 24, 2020
|
Trustees of the Fund who are not affiliated with Eaton Vance
may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation
Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have
his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to
the Trustees under the Deferred Compensation Plan will be determined based upon the performance of such investments. Deferral of
Trustees’ fees in accordance with the Deferred Compensation Plan will have a negligible effect on the assets, liabilities,
and net income of a participating Fund, and will not obligate the Fund to retain the services of any Trustee or obligate the Fund
to pay any particular level of compensation to the Trustee. The Fund does not have a retirement plan for its Trustees.
The Board of Trustees recommends that shareholders vote
FOR the election of the Trustee nominees of the Fund.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has previously solicited all Nominee and Broker/Dealer
accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material
be required for beneficial owners, please call 1-866-864-4942, send an email to corporateservices@astfundsolutions.com or forward
such requests to AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.
ADDITIONAL INFORMATION