Item 3.02 Unregistered Sales of Equity Securities.

On January 14, 2020, Eaton Vance Corp. (the "Company") sold a total of 55,708 shares of its Voting Common Stock ("Shares") in private transactions to four officers of indirect, wholly-owned subsidiaries of the Company, for aggregate cash consideration of $581,034.44.

The Company claims an exemption from registration under the Securities Act of 1933, as amended ("Act"), in reliance upon Section 4(a)(2) of the Act. The purchasers of the Shares immediately deposited the Shares in a voting trust ("Voting Trust") and received voting trust receipts ("Receipts") therefore. All of the shares of other outstanding Voting Common Stock of the Company have also been deposited in the Voting Trust, and all of the 26 holders of such Common Stock and of the Shares are employees of the Company or its subsidiaries and are trustees under the Voting Trust. Under Article Seventh of the Company's Articles of Incorporation, as amended, Voting Common Stock (including the Shares) may not be transferred without first being offered for sale to the Company at book value, and upon a Shareholder's death or cessation as an employee of the Company or any of its subsidiaries, the Voting Common Stock must be offered for sale to the Company at book value. The Receipts may not be transferred without the consent of a majority of the Voting Trust's trustees, and upon a Receipt holder's death or cessation as an employee of the Company or any of its subsidiaries, the Shares represented by his or her Receipts may be purchased by the Company at book value.

Item 5.07 Submission of Matters to a Vote of Security Holders.

An annual meeting of the holders of Voting Common Stock (the "Voting Stockholders") of the Company was held on January 9, 2020. All of the 422,935 outstanding shares of the Company's Voting Common Stock were represented in person or by proxy at the meeting.

The following matters received the affirmative vote of all of the outstanding Voting Common Stock and were approved:





  1. The minutes of the previous annual meeting of Voting Stockholders held on
     January 10, 2019.



  2. The annual report to shareholders of the Company for the fiscal year ended
     October 31, 2019.



  3. The election of the following individuals as directors to hold office until
     the next annual meeting and until their successors are elected and qualify:



Ann E. Berman
Thomas E. Faust Jr.
Leo I. Higdon, Jr.

Paula A. Johnson

Brian D. Langstraat
Dorothy E. Puhy
Winthrop H. Smith, Jr.

Richard A. Spillane, Jr.



  4. The selection of the firm Deloitte & Touche LLP as the independent
     registered public accounting firm of the Company for its fiscal year ending
     October 31, 2020.



  5. The ratification of the acts of the Board of Directors since the previous
     annual meeting of Voting Stockholders held on January 10, 2019.

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