SCHEDULE 14A INFORMATION
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 [x]
Bulldog Investors, LLP
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Cell: 914 260-8248
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
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 ss.240.14a-11(c) or ss.240.14a-
12
BNY Mellon Municipal Income Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLP
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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Fee paid previously with preliminary materials [].
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PRELIMINARY PROXY STATEMENT OF SPECIAL OPPORTUNITIES FUND, INC. IN
OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF BNY
MELLON MUNICIPAL INCOME, INC. FOR THE 2024 ANNUAL MEETING OF
STOCKHOLDERS
Special Opportunities Fund is sending this proxy statement and the enclosed
GREEN proxy card on or about May --, 2024 to stockholders of BNY Mellon
Municipal Income (the "Fund") of record as of April 10, 2024. We are
soliciting a proxy to vote your shares at the 2024 Annual Meeting of
Stockholders (the "Meeting"), which is scheduled for June 12, 2024.
Please refer to the proxy soliciting material of the Fund's Board of
Directors for additional information concerning the Meeting and the
matters to be considered by stockholders.
INTRODUCTION AND REASONS FOR THE SOLICITATION
At the Meeting, stockholders will have an opportunity to vote to elect three
Class I Fund Directors for a three-year term and on the two proposals set
forth below. We are soliciting a proxy to vote your shares FOR the election
of the three nominees named below (each of whom intends to act in accordance
with the voting results on each proposal), and FOR each of the proposals.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below and FOR the two proposals set forth below. In addition, you will be
granting the proxy holders discretionary authority to vote on any other
matters that may come before the Meeting.
VOTING REQUIREMENTS
The Fund's bylaws state that "[a] quorum is constituted by the presence in
person or by proxy of the holders of a majority of the outstanding shares of
the Fund entitled to vote at the Meeting." However, for each annual meeting
since at least 2019, the Board's proxy statement stated that "[a] quorum is
constituted by the presence in person or by proxy of the holders of one-third
of the outstanding shares of the Fund entitled to vote at the Meeting."
Consequently, if the total number of shares represented at the Meeting is
greater than one-third, but less than a majority, of the outstanding shares of
the Fund entitled to vote at the Meeting, it is uncertain as to whether a
quorum would exist. As of April 10, 2024, there were 20,757,267 common shares
of the Fund, and 1,209 Variable Rate MuniFund Term Preferred Shares, par value
$0.001 per share, liquidation preference $25,000 per share (the "VMTP Shares"),
outstanding, each of which has one vote. The election of a director requires
the affirmative vote of a plurality of the votes cast, i.e., the nominee
receiving the most votes for each seat will be elected. We do not expect any
broker non-votes and a vote to "Withhold Authority" will have no effect on
the election of directors. The approval of each of the other proposals
requires the affirmative vote of a majority of the votes cast.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; or (ii) voting at the Meeting, which will be held via the
Internet. Attendance at the Meeting will not by itself revoke a proxy. There
is no limit on how many times you may revoke your proxy and only your most
recent proxy will be counted.
PROPOSAL 1: ELECTION OF THREE DIRECTORS
We intend to nominate the following individuals for election as independent
directors of the Fund. Each nominee has consented to be nominated and,
if elected, to serve as a director. Except as indicated below, no nominee
owns any shares of the Fund. Except as indicated herein, there are no
arrangements or understandings between any nominee and (i) the Fund or
(ii) Special Opportunities Fund or its affiliates in connection with the
nomination.
Phillip Goldstein (79) - Mr. Goldstein is a Managing Partner of Bulldog
Investors, LLP and Ryan Heritage, LLP, both investment advisory firms.
During the past five years, he has served on the boards of the following
public companies: Mexico Equity and Income Fund (since 2000); Special
Opportunities Fund (since 2009); High Income Securities Fund (since 2018);
The Swiss Helvetia Fund (since 2018); Brookfield DTLA Fund Office Trust
Investor (since 2017); MVC Capital (until 2020); and Crossroads Liquidating
Trust (formerly Crossroads Capital) (until 2020).
Andrew Dakos (58) - Mr. Dakos is a Managing Partner of Bulldog Investors, LLP
and Ryan Heritage, LLP, both investment advisory firms. During the past five
years, he has served on the boards of the following public companies: Special
Opportunities Fund (since 2009); High Income Securities Fund (since 2018);
The Swiss Helvetia Fund (since 2017); Brookfield DTLA Fund Office Trust
Investor (since 2017); and Crossroads Liquidating Trust (formerly Crossroads
Capital) (until 2020).
Moritz Sell (56) - Mr. Sell is a principal of Edison Holdings GmbH. During the
past five years, he has served on the boards of the following public companies:
The Swiss Helvetia Fund (since 2017); High Income Securities Fund (since 2018);
Aberdeen Asia Pacific Income Fund (since 2018); Aberdeen Global Income Fund
(since 2018); Aberdeen Australia Equity Fund (since 2004).
Unless instructions to the contrary are given, your proxy will be voted in favor
of the above nominees for election as Directors.
PROPOSAL 2: BOARD DE-CLASSIFICATION
Saba Capital Management, L.P., a stockholder of the Fund, intends to present the
following non-binding proposal for a vote at the Meeting.
RESOLVED, that the shareholders of BNY Mellon Municipal Income, Inc. (the
"Fund") request that the Board of Directors of the Fund (the "Board") take
all necessary steps in its power to declassify the Board so that all
directors are elected on an annual basis starting at the next annual
meeting of shareholders. Such declassification shall be completed in a
manner that does not affect the unexpired terms of the previously
elected directors.
PROPOSAL 2: MONETIZATION OF SHARES
We intend to present a non-binding proposal to recommend that the Board
consider measures to allow shareholders to monetize their shares at a
price at or close to net asset value for a vote at the Meeting.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed by
us may assist us in the solicitation of proxies. Banks, brokerage houses and
other securities intermediaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial owners for whom
they hold shares of record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy solicitation.
Because we believe that all stockholders will benefit from this solicitation,
we intend to seek, subject to any applicable regulatory requirements,
reimbursement of our expenses from the Fund. Stockholders will not be asked
to vote on the reimbursement of these expenses, which we estimate will total
$75,000.
PARTICIPANTS
As of ----------, a group comprised of Special Opportunities Fund, Bulldog
Investors, LLP, its investment advisor, High Income Securities Fund, and each
group member's affiliated persons, beneficially owned ---------- shares of
the Fund which were purchased between --------- and ---------. The address of
Special Opportunities Fund and High Income Securities Fund is ---------------.
The address of Bulldog Investors is 250 Pehle Avenue, 7th Floor, Saddle Brook,
NJ 07663. The "participants" (as defined by the SEC) in this solicitation, none
of whom has any arrangement or understanding with any person with respect to
any securities of the Fund or with respect to future employment by the Fund or
any of its affiliates or to any future transactions to which the Fund or any of
its affiliates may be a party, include each member of the aforementioned group
(and its affiliated persons), each of the above named nominees, and each client
advised by Bulldog Investors, LLP, regardless of such "participant's" role,
if any, in this solicitation.
May --, 2024
PRELIMINARY PROXY CARD
THIS PROXY IS SOLICITED BY SPECIAL OPPORTUNITIES FUND IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF BNY MELLON MUNICIPAL INCOME
(THE "FUND") FOR THE FUND'S 2024 ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby appoints John Grau, Phillip Goldstein, and Andrew Dakos
and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Meeting and any adjourned or postponed Meeting,
and to vote on all matters that come before the Meeting the number of shares
that the undersigned would be entitled to vote if present in person, as
specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF THREE DIRECTORS
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR MORITZ SELL [ ] WITHHOLD AUTHORITY
2. PROPOSAL TO DE-CLASSIFY THE FUND'S BOARD OF DIRECTORS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. PROPOSAL TO ALLOW SHAREHOLDERS TO MONETIZE THEIR SHARES OF THE FUND AT
A PRICE AT OR CLOSE TO NET ASSET VALUE
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the above
nominees as Directors and FOR each proposal. The undersigned hereby
acknowledges receipt of the proxy statement dated May --, 2024 of Special
Opportunities Fund and revokes any proxy previously executed.
Signature(s) ____________________ Dated: _____________