Nuveen Variable Rate Preferred & Income Fund — Proxy Solicitation & Information Statement 2024

Apr 16, 2024

DEFA14A 1 d802642ddefa14a.htm NUVEEN VARIABLE RATE PREFERRED & INCOME FUND Nuveen Variable Rate Preferred & Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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 §240.14a-12

Nuveen Variable Rate Preferred and Income Fund

(Exact 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): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Nuveen Variable Rate Preferred & Income Fund (NPFD)

| VOTE FOR
YOUR QUALIFIED TRUSTEES ON THE WHITE PROXY CARD — ● | Joanne T. Medero Independent Trustee Since 2021 ● 35+ years of experience in public policy, law, corporate
governance and govt. relations ●   Leadership roles at BlackRock, Barclays Group, the Commodity Futures Trading Commission and The White House | The Board unanimously recommends that ALL shareholders vote on the WHITE proxy card FOR the Fund’s three (3) qualified nominees. | |
| --- | --- | --- | --- |
| ● | Loren M. Starr Independent Trustee Since 2022 ● 33+ years of public company experience w ith deep financial
expertise ●   Former Vice Chair and Former CFO of Invesco, Former CFO of Janus
Capital Group ●   Leadership roles at Morgan Stanley and Putnam
Investments | ● | Use the WHITE proxy card to vote FOR the Fund’s
nominees and protect your fund and investment. |
| ● | Matthew Thornton III Independent Trustee Since 2020 ● 33+ years of public company experience overseeing large
complex business units across FedEx in highly regulated industries ●   Former Executive VP and COO of Fedex Freight who managed strategy
and operational excellence ●   Significant public board experience | ● | Do NOT sign or return the GOLD proxy card sent to you by Saba, as
this will cancel your prior vote for the Board’s nominees on the WHITE proxy card. Only your latest dated proxy will count at the meeting. |

Your qualified Trustees collectively possess over 175 years of investment management and business leadership experience. They are committed to protecting and advancing the interests of all shareholders by achieving the fund’s investment objectives, driving performance over the lifetime of the fund, delivering reliable income, and implementing optimal corporate governance practices. Saba Capital Management, L.P. (“Saba”) is attempting to undermine your Fund and your investment by replacing your experienced Trustees with its own, unqualified nominee— with no board experience and no closed-end fund expertise or other U.S. mutual fund expertise —who may place Saba’s interests above yours, possibly disrupting the Fund’s objectives and hurting its ability to perform over the long term and deliver consistent distributions.

| Vote
Online | Vote by
Phone | Vote by
Mail |
| --- | --- | --- |
| ● | ● | ● |
| Using the website provided on your WHITE proxy card and following the simple instructions | By calling the toll-free number on your WHITE proxy card and following the simple instructions | By completing and returning your WHITE proxy card in the postage page envelope provided |

If you have any questions about the proposals or the voting instructions, please feel free to contact Georgeson LLC, the Fund’s proxy solicitor, at 866-410-5798 .

NPFD421 - 33782 - Z86933