BNY Mellon Funds Seek Board Consolidation, Elect New Directors

TL;DR

**BNY Mellon is consolidating fund boards for efficiency, so vote your proxies to avoid extra costs and support the new director slate!**

AI Summary

BNY Mellon Strategic Municipal Bond Fund, Inc. (DSM) and BNY Mellon Strategic Municipals, Inc. are holding a Special Meeting of Stockholders on November 20, 2025, to elect additional Directors. The primary purpose of this election is to consolidate the Boards of these Funds with other funds in the BNY Mellon Family of Funds, aiming for administrative efficiencies. For BNYMSMB, Andrew J. Donohue and Francine J. Bovich are nominated as Class I Directors for two-year terms, Bradley J. Skapyak as a Class II Director for a three-year term, and Roslyn M. Watson as a Class III Director for a one-year term. For BNYMSM, Donohue and Bovich are nominated as Class I Directors for three-year terms, Skapyak as a Class II Director for a one-year term, and Watson as a Class III Director for a two-year term. All nominees are current Board members of other BNY Mellon funds and are considered Independent Directors. As of August 22, 2025, BNYMSMB had 50,247,708 Common Stock shares and 1,972 VMTP Shares outstanding, while BNYMSM had 63,832,114 Common Stock shares and 3,156 VMTP Shares outstanding. The Funds emphasize the importance of stockholder votes to achieve a quorum and avoid additional solicitation costs.

Why It Matters

This DEF 14A filing signals a strategic move by BNY Mellon to streamline governance across its fund family, potentially leading to administrative efficiencies and cost savings for investors in DSM and BNY Mellon Strategic Municipals, Inc. The consolidation of Boards could enhance oversight consistency and leverage expertise across a broader range of funds. For investors, this could translate into improved operational performance and potentially lower expense ratios over time, although direct financial impacts are not quantified. In a competitive closed-end fund market, such efficiency gains are crucial for maintaining investor confidence and attracting new capital.

Risk Assessment

Risk Level: low — The filing primarily concerns the election of additional Directors to consolidate Boards for administrative efficiencies, not a change in investment strategy or significant operational risk. All nominated Directors are current Board members of other BNY Mellon funds and are Independent Directors, suggesting continuity and experienced oversight. The main risk highlighted is the potential for additional costs if a quorum is not met for the November 20, 2025 meeting.

Analyst Insight

Investors should promptly vote their proxy cards for BNY Mellon Strategic Municipal Bond Fund, Inc. (DSM) and BNY Mellon Strategic Municipals, Inc. to ensure a quorum is met for the November 20, 2025 Special Meeting. This action helps the Funds avoid additional solicitation expenses, which ultimately benefits shareholders.

Key Numbers

• 50,247,708 — Common Stock Outstanding (BNYMSMB shares as of August 22, 2025)
• 1,972 — VMTP Shares Outstanding (BNYMSMB shares as of August 22, 2025)
• 63,832,114 — Common Stock Outstanding (BNYMSM shares as of August 22, 2025)
• 3,156 — VMTP Shares Outstanding (BNYMSM shares as of August 22, 2025)
• November 20, 2025 — Special Meeting Date (Date for virtual stockholder meeting)
• September 19, 2025 — Record Date (Eligibility for voting at the Special Meeting)
• 10:00 a.m. — Meeting Time (Eastern time for the virtual Special Meeting)
• 1-800-581-5238 — Proxy Solicitor Phone Number (Contact for Equiniti Fund Solutions)
• 40% — Minimum Independent Directors (Required by 1940 Act for certain funds)
• 1/3 — Quorum for BNYMSM (Holders of outstanding shares required for a quorum)

Key Players & Entities

• BNY Mellon Strategic Municipal Bond Fund, Inc. (company) — Registrant and Fund
• BNY Mellon Strategic Municipals, Inc. (company) — Registrant and Fund
• Andrew J. Donohue (person) — Nominee for Class I Director
• Francine J. Bovich (person) — Nominee for Class I Director
• Bradley J. Skapyak (person) — Nominee for Class II Director
• Roslyn M. Watson (person) — Nominee for Class III Director
• David DiPetrillo (person) — President of The BNY Mellon Family of Funds
• Sarah S. Kelleher (person) — Secretary of the Boards
• Equiniti Fund Solutions (company) — Funds' proxy solicitor
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Quorum Requirements [medium — regulatory]: The Funds emphasize the critical importance of stockholder votes to achieve a quorum for the Special Meeting. Failure to achieve a quorum would necessitate adjournment and further solicitation efforts, incurring additional expenses for the Funds. For BNYMSM, one-third of outstanding shares are required for a quorum.
• Virtual Meeting Format [medium — operational]: The Special Meeting will be held exclusively in a virtual format. Stockholders must request meeting credentials in advance by emailing attendameeting@equiniti.com, providing specific personal and control number information. Intermediary holders require advance registration with proof of proxy power by November 18, 2025.
• Board Composition Requirements [low — regulatory]: The proposal to elect additional Directors aims to consolidate Boards for administrative efficiencies. Nominees are current Board members of other BNY Mellon funds and are considered Independent Directors. The 1940 Act requires a minimum of 40% independent directors for certain funds, a standard likely being maintained or enhanced by this consolidation.

Industry Context

The closed-end municipal bond fund sector operates within a highly regulated environment, focusing on providing tax-advantaged income to investors. These funds face interest rate sensitivity and credit risk associated with municipal debt. Consolidation of fund boards, as proposed by BNY Mellon, is a trend aimed at improving operational efficiencies and potentially reducing management expenses in an increasingly competitive landscape.

Regulatory Implications

The proposed consolidation of fund boards is subject to regulatory oversight, particularly under the Investment Company Act of 1940. Ensuring continued compliance with requirements for independent directors (minimum 40%) and proper shareholder voting procedures for quorum and approvals is paramount. Any changes to board structure must adhere to the Act's provisions regarding fund governance and shareholder rights.

What Investors Should Do

1. Vote your proxy promptly.
2. Review nominee qualifications.
3. Follow instructions for virtual meeting participation.
4. Vote separately for each fund owned.

Key Dates

• 2025-11-20: Special Meeting of Stockholders — Date for stockholders to vote on the election of additional Directors to consolidate the Boards of BNYMSMB and BNYMSM.
• 2025-09-19: Record Date — Establishes eligibility for stockholders to receive notice of and vote at the Special Meeting.
• 2025-11-18: Advance Registration Deadline for Intermediary Holders — Deadline for stockholders holding shares through intermediaries to register for the virtual meeting by submitting proof of proxy power.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by companies to solicit shareholder votes on specific matters, such as director elections. (This document is the DEF 14A filing for BNY Mellon Strategic Municipal Bond Fund, Inc. and BNY Mellon Strategic Municipals, Inc., detailing the proposed director elections and meeting information.)

VMTP Shares

Variable Rate MuniTerm Preferred Shares, a type of preferred stock often issued by municipal bond funds. (VMTP Shares are outstanding for both BNYMSMB (1,972 shares) and BNYMSM (3,156 shares), and their holders are entitled to vote at the Special Meeting.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (The Funds stress the importance of achieving a quorum, as failure to do so will result in adjournment and additional costs. For BNYMSM, one-third of outstanding shares are needed.)

Independent Directors

Directors who have no material relationship with the company, either directly or as a partner, shareholder, or officer of another organization that has a relationship with the company. (All nominees for director are current Board members of other BNY Mellon funds and are considered Independent Directors, aligning with regulatory requirements and governance best practices.)

Closed-end investment company

An investment company that issues a fixed number of shares in an initial public offering, which then trade on a stock exchange. (Both BNY Mellon Strategic Municipal Bond Fund, Inc. and BNY Mellon Strategic Municipals, Inc. are organized as closed-end investment companies.)

Year-Over-Year Comparison

This filing is a proxy statement for a Special Meeting of Stockholders, not an annual report, and therefore does not contain comparative financial data such as revenue, net income, or margins from a previous year. The primary focus is on the upcoming vote for director elections and the proposed consolidation of fund boards, rather than a review of past financial performance.

Key Financial Figures

• $0.001 — capital stock: Common Stock, par value $0.001 per share (the "Common Stock"), and Var
• $25,000 — 0.001 per share, liquidation preference $25,000 per share (the "VMTP Shares"). As of A
• $30 billion — ing a global portfolio of approximately $30 billion. Andrew J. (Buddy) Donohue – Mr. Donoh

Filing Documents

• proxy.htm (DEF 14A) — 206KB
• image00001.jpg (GRAPHIC) — 213KB
• image00002.jpg (GRAPHIC) — 144KB
• image00003.jpg (GRAPHIC) — 211KB
• image00004.jpg (GRAPHIC) — 147KB
• stradleylogo.jpg (GRAPHIC) — 21KB
• 0002071844-25-000076.txt ( ) — 1222KB

From the Filing

DEF 14A 1 proxy.htm SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant [X] 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)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Materials under Rule 14a-12 BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC. BNY MELLON STRATEGIC MUNICIPALS, INC. (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): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total Fee Paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC. BNY MELLON STRATEGIC MUNICIPALS, INC. c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 www.bny.com/closed-end-funds September 26, 2025 Dear Stockholder: BNY Mellon Strategic Municipal Bond Fund, Inc. and BNY Mellon Strategic Municipals, Inc. (each, a "Fund" and together, the "Funds") and certain other funds in the BNY Mellon Family of Funds will hold special shareholder meetings on November 20, 2025 in a virtual meeting format only. Shareholders of each of these funds will be asked to elect Board members of their funds. All of the nominees are current Board members of some or all of these funds. The election of additional Board members to your Fund is being proposed primarily to consolidate the Boards of these funds. Consolidating the Boards of the funds may provide certain administrative efficiencies for the funds. The enclosed combined proxy statement describes the nominees' qualifications and each of their respective current roles overseeing funds in the BNY Mellon Family of Funds. Please take the time to read the enclosed materials. Since the proposal to elect Board members is common to the Funds, we have combined the proxy statement to save on fund expenses. If you own shares of both of the Funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of each Fund on the record date for the meeting, please note that each Fund has a separate proxy card. You should vote one proxy card for each Fund in which you own shares . Remember, your vote is extremely important, no matter how large or small your Fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls. To vote, you may use any of the following methods: By Mail . Please complete, date and sign the enclosed proxy card(s) and mail it in the enclosed, postage-paid envelope. Over the Internet . Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. By Telephone . Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. At the Meeting . You will not be able to attend the meeting physically, but you may attend the meeting virtually and vote over the Internet during the meeting. The meeting will be conducted over the Internet in a virtual meeting format only. However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Stockholders. We encourage you to vote over the Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the Funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares over the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the combined proxy statement before you vote. Your vote is very important to us.

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View this DEF 14A filing on SEC EDGAR