Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2023, Nuveen Down 30SM Dynamic Overwrite Fund (the Fund) announced that the board of trustees of the Fund (the Board) and the boards of certain other investment companies advised by Nuveen Fund
Advisors, LLC, the Funds investment adviser (the Adviser) and its affiliates (collectively, the Nuveen Funds), as well as certain mutual funds advised by Teachers Advisors, LLC that are series of the TIAA-CREF Funds and
the TIAA-CREF Life Funds (collectively, the TC Funds, and together with the Nuveen Funds, the Fund Complex) separately determined to approve the alignment and consolidation of the membership of the boards so that funds in the
Fund Complex are overseen by the same board members (the Board Consolidation).
The Board Consolidation is expected to
(i) generate cost efficiencies and expense savings that would benefit Fund shareholders; (ii) align the Fund Complex and the consolidated Board with Nuveens operating model to promote growth across new, as well as similar, investment
products; (iii) facilitate negotiating with vendors as a unified Fund Complex to obtain expected economies of scale and to standardize servicing; (iv) expand marketing and distribution opportunities associated with presenting the TC Funds
and Nuveen Funds to the marketplace as one Fund Complex and grow investor engagement; and (v) eliminate duplicate efforts in board operations. The Board and Fund management believe that the prospective benefits of the Board Consolidation will
be advantageous to all Fund shareholders.
Pursuant to resolutions adopted by the Board in connection with the Board Consolidation, the
size of the Board will be set at ten (10) members effective January 1, 2024, and Thomas J. Kenny and Loren M. Starr have been appointed to the Board as independent board members effective January 1, 2024. Each of Mr. Kenny and
Mr. Starr currently serve as members of the TC Funds boards. Biographical information for Mr. Kenny and Mr. Starr is as follows:
Thomas J. Kenny. Mr. Kenny has been a TC Board Member since 2011. Mr. Kenny served as an Advisory Director
(2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman Sachs Asset Managements Global Cash and Fixed Income Portfolio Management team, having worked at Goldman
Sachs since 1999. Mr. Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is a Former Director and Finance Committee Chair for the, Sansum Clinic; Former Advisory
Board Member, BBox; Former Member of the University of California at Santa Barbara Arts and Lectures Advisory Council; Former Investment Committee Member, Cottage Health System; and Former President of the Board of Crane Country Day School. He
received a B.A. from the University of California, Santa Barbara, and an M.S. from Golden Gate University. He is a Chartered Financial Analyst and has served as Chairman of CREF since 2017.
Loren M. Starr. Mr. Starr has been a TC Board Member since 2022. Mr. Starr was Vice Chair, Senior Managing Director from 2020
to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School
Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr received a B.A. and a B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie
Mellon University.
In addition, the Board has invited Joseph A. Boateng and Michal A. Forrester to serve as consultants to the Board,
effective as of January 1, 2024. Each of Mr. Boateng and Mr. Forrester currently serve as members of the TC Funds boards. Biographical information for Mr. Boateng and Mr. Forrester is as follows:
Joseph A. Boateng. Mr. Boateng has been a TC Board Member since 2019. Since 2007, Mr. Boateng has served as the Chief
Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member
of Year Up Puget Sound, member of the Investment Advisory Committee and former chair for the Seattle City Employees Retirement System, and an investment committee member for The Seattle Foundation. Mr. Boateng received a B.S. from the
University of Ghana and an M.B.A. from the University of California, Los Angeles.