BNY Mellon Funds Seek Board Consolidation for Efficiency

TL;DR

**LEO is consolidating its board to cut costs and streamline operations, which is a bullish move for long-term efficiency.**

AI Summary

BNY Mellon Strategic Municipals, Inc. (LEO) and BNY Mellon Strategic Municipal Bond Fund, Inc. (BNYMSMB) 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 LEO, two Class I Directors will serve three-year terms, one Class II Director a one-year term, and one Class III Director a two-year term. For BNYMSMB, two Class I Directors will serve two-year terms, one Class II Director a three-year term, and one Class III Director a one-year term. The nominees are Andrew J. Donohue, Francine J. Bovich, Bradley J. Skapyak, and Roslyn M. Watson, all of whom are current board members of other BNY Mellon funds and are considered Independent Directors. Stockholders of record as of September 19, 2025, are eligible to vote, with a quorum for BNYMSM requiring one-third of outstanding shares and for BNYMSMB requiring a majority. The combined proxy statement is designed to reduce fund expenses and streamline the voting process for stockholders owning shares in both funds.

Why It Matters

This board consolidation aims to streamline governance across the BNY Mellon Family of Funds, potentially leading to administrative efficiencies and cost savings for investors in LEO and BNYMSMB. For employees, it signifies a more integrated oversight structure, while customers might benefit from reduced operational expenses reflected in fund performance. In a competitive market, such moves can enhance a fund's attractiveness by demonstrating a commitment to optimized management, though the direct impact on fund performance remains to be seen. The election of independent directors reinforces governance standards.

Risk Assessment

Risk Level: low — The filing outlines a routine election of directors primarily for administrative efficiencies, not a change in investment strategy or significant operational risk. The proposal to consolidate boards is explicitly stated to 'provide certain administrative efficiencies for the Funds,' suggesting a positive or neutral impact on risk. All nominated directors are independent, maintaining strong governance.

Analyst Insight

Investors should vote in favor of the proposed director elections to support the administrative efficiencies and potential cost savings. Review the biographical information of the nominees to ensure alignment with your investment philosophy, but the primary driver here is operational streamlining.

Key Numbers

• 2025-09-19 — Record Date (Stockholders of record on this date are entitled to vote)
• 2025-11-20 — Meeting Date (Special Meeting of Stockholders will be held virtually)
• 10:00 a.m. — Meeting Time (Eastern time for the virtual Special Meeting)
• 50,247,708 — BNYMSMB Common Stock Outstanding (As of August 22, 2025)
• 1,972 — BNYMSMB VMTP Shares Outstanding (As of August 22, 2025)
• 63,832,114 — BNYMSM Common Stock Outstanding (As of August 22, 2025)
• 3,156 — BNYMSM VMTP Shares Outstanding (As of August 22, 2025)
• 1-800-581-5238 — Proxy Solicitor Phone Number (For stockholder questions to Equiniti Fund Solutions)
• 1/3 — Quorum for BNYMSM (One-third of outstanding shares required for a quorum)
• majority — Quorum for BNYMSMB (A majority of outstanding shares required for a quorum)

Key Players & Entities

• BNY MELLON STRATEGIC MUNICIPALS, INC. (company) — Registrant and closed-end investment company
• BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC. (company) — Registrant and closed-end investment company
• 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 BNY Mellon Strategic Municipal Bond Fund, Inc. and BNY Mellon Strategic Municipals, Inc.
• Equiniti Fund Solutions (company) — Funds' proxy solicitor
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The closed-end fund industry, particularly in municipal bonds, faces ongoing competition for investor capital. Funds often consolidate to achieve economies of scale and reduce administrative costs, which can improve efficiency and potentially benefit shareholders. Regulatory oversight remains a constant factor, requiring compliance with various disclosure and governance standards.

Regulatory Implications

The consolidation of fund boards and the election of Directors are subject to regulatory requirements governing investment companies, including those set by the SEC. Ensuring proper disclosure and adherence to voting procedures is critical for compliance. The election process itself must meet the quorum requirements for each fund.

What Investors Should Do

1. Vote your proxy: Shareholders of record as of September 19, 2025, are urged to vote their shares promptly by mail, telephone, or internet to ensure a quorum is met and to avoid additional solicitation costs.
2. Review proxy materials: Carefully read the combined proxy statement to understand the qualifications of the nominees and the purpose of electing additional Directors.
3. Vote separately for each fund: If you own shares in both BNYMSMB and BNYMSM, ensure you vote the separate proxy card for each fund, as the proposal's approval may differ between the two.
4. Attend the virtual meeting if desired: Shareholders can attend the virtual meeting on November 20, 2025, and vote during the meeting, which can revoke any previously submitted proxy.

Key Dates

• 2025-09-19: Record Date for Special Meeting of Stockholders — Stockholders of record on this date are entitled to vote on the election of Directors.
• 2025-11-20: Special Meeting of Stockholders — Stockholders will vote on the election of additional Directors to consolidate Boards and achieve administrative efficiencies.
• 2025-11-18: Deadline to register for virtual meeting for intermediary shareholders — Ensures shareholders holding shares through banks or brokers can participate in the virtual meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including executive compensation, board of directors, and other corporate governance matters. (This document is the proxy statement for the special meeting, outlining the proposals and information shareholders need to vote.)

Closed-end investment company

An investment company that issues a fixed number of shares in an initial public offering, and then trades on a stock exchange like other publicly traded companies. (Both BNYMSMB and BNYMSM are structured as closed-end investment companies.)

Quorum

The minimum number of shareholders required to be present (in person or by proxy) at a meeting for business to be legally transacted. (A quorum is necessary for the special meeting to proceed with voting on the election of Directors. BNYMSM requires one-third of outstanding shares, while BNYMSMB requires a majority.)

Proxy card

A document that authorizes another person to vote on behalf of a shareholder at a shareholder meeting. (Shareholders will receive proxy cards to vote on the election of Directors, either by mail, telephone, or internet.)

Independent Director

A director who does not have a material relationship with the company other than their role as a director. (All nominees for Director are considered Independent Directors, indicating they are free from conflicts of interest.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on electing additional Directors to consolidate fund boards, rather than an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The primary focus is on corporate governance and operational efficiency through board consolidation.

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