BNY Mellon Funds Seek Board Consolidation for Efficiency

TL;DR

**BNY Mellon is consolidating fund boards for efficiency, a smart move to cut costs and streamline governance.**

AI Summary

BNY Mellon Strategic Funds, Inc. and other funds within the BNY Mellon Family of Funds are holding a Special Meeting of Shareholders on November 20, 2025, in a virtual format. The primary purpose is to elect Board members, with the goal of consolidating the Boards across multiple funds to achieve administrative efficiencies. Shareholders of record as of September 19, 2025, are entitled to vote. The proposed nominees, including Francine J. Bovich, Andrew J. Donohue, Joan L. Gulley, Alan H. Howard, Bradley J. Skapyak, Roslyn M. Watson, and Benaree Pratt Wiley, are all current Independent Board Members of some or all of these funds. The Boards emphasize their oversight role, interacting with service providers like BNY Mellon Investment Adviser, Inc., and receiving reports on risk management, compliance, and operations. All current Board members, including the Chairman, are Independent Board Members, a structure deemed appropriate given the funds' characteristics and the Investment Adviser's role. The election aims to streamline governance, with elected members serving on consolidated Boards starting around January 1, 2026.

Why It Matters

This DEF 14A filing signals a strategic move by BNY Mellon to streamline governance across its fund family, potentially leading to reduced administrative costs and improved oversight for investors. By consolidating Boards, BNY Mellon aims to enhance efficiency, which could indirectly benefit shareholders through better resource allocation. In a competitive asset management landscape, operational efficiencies are crucial for maintaining profitability and offering competitive fees. This move could set a precedent for other large fund complexes looking to optimize their corporate structures.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is for the election of Board members, all of whom are current Independent Board Members, and the stated purpose is to consolidate Boards for administrative efficiencies. There are no indications of significant changes to investment strategies or fees, and the filing explicitly states that the election of additional Board members is 'primarily to consolidate the Boards of these funds,' which may 'provide certain administrative efficiencies for the funds.'

Analyst Insight

Investors should vote in favor of the proposed Board members to support BNY Mellon's initiative for administrative efficiencies, which could lead to long-term cost savings for the funds. Review the qualifications of the nominees to ensure confidence in their continued oversight, but the consolidation itself is a positive operational step.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• 40% — Minimum Independent Board Members required by 1940 Act (Ensures independent oversight of fund operations)
• 100% — Current Independent Board Members (All Board members, including Chairman, are independent)
• January 1, 2026 — Approximate start date for consolidated Boards (Effective date for newly elected Board members)
• 1-800-373-9387 — BNY Mellon Shareholder Services toll-free number (For shareholder inquiries and report requests)
• 1-800-581-5238 — Equiniti Fund Solutions toll-free number (For questions before voting)

Key Players & Entities

• BNY Mellon Strategic Funds, Inc. (company) — Registrant for DEF 14A filing
• BNY Mellon Family of Funds (company) — Umbrella organization for multiple funds
• November 20, 2025 (date) — Date of Special Meeting of Shareholders
• September 19, 2025 (date) — Record Date for shareholder voting
• BNY Mellon Investment Adviser, Inc. (company) — Investment Adviser to the Funds
• Andrew J. Donohue (person) — Nominee for Board Member
• Joan L. Gulley (person) — Nominee for Board Member
• Alan H. Howard (person) — Nominee for Board Member
• Bradley J. Skapyak (person) — Nominee for Board Member
• Equiniti Fund Solutions (company) — Funds' proxy solicitor

FAQ

Risk Factors

• Compliance with Investment Company Act of 1940 [high — regulatory]: The Funds are registered under the Investment Company Act of 1940, which imposes strict regulations on fund operations, governance, and disclosure. Failure to comply with these regulations can result in regulatory action, fines, and reputational damage.
• Virtual Meeting Format Risks [medium — operational]: Holding the special meeting in a virtual format only, while intended for efficiency, introduces operational risks such as potential technical difficulties, ensuring equitable access for all shareholders, and maintaining the integrity of the voting process.
• Board Consolidation and Governance [medium — operational]: The proposed consolidation of multiple fund boards aims for administrative efficiencies but could introduce complexities in governance, oversight, and decision-making processes across a larger, unified board. Ensuring effective oversight remains paramount.

Industry Context

The asset management industry, particularly for mutual funds like those managed by BNY Mellon, is characterized by intense competition, evolving regulatory landscapes, and a continuous drive for operational efficiency. Funds are increasingly consolidating to reduce costs and streamline governance. Investor focus remains on strong performance, transparent fee structures, and robust independent oversight.

Regulatory Implications

The proposed board consolidation and election of directors are subject to the Investment Company Act of 1940, which mandates specific requirements for fund governance and director independence. Ensuring compliance with these regulations is critical to avoid penalties and maintain shareholder trust.

What Investors Should Do

1. Review the proxy statement carefully.
2. Vote your proxy.
3. Utilize the provided voting methods (mail, internet, telephone).
4. Contact Equiniti Fund Solutions with questions.

Key Dates

• 2025-09-19: Record Date — Shareholders of record on this date are entitled to receive notice of and vote at the Special Meeting.
• 2025-11-18: Registration Deadline for Virtual Meeting — Shareholders holding shares through an intermediary must register by this date to attend the virtual meeting.
• 2025-11-20: Special Meeting of Shareholders — Shareholders will vote on the election of Board members to consolidate fund boards.
• 2026-01-01: Approximate Start Date for Consolidated Boards — The effective date for the newly elected Board members to serve on the consolidated Boards.

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 proxy solicitations. (This document is the proxy statement for the BNY Mellon Strategic Funds, Inc. and related funds, outlining the proposals for shareholder vote.)

Proxy Statement

A document that is sent to shareholders before a meeting of shareholders, containing information about the matters to be voted on. (This document solicits shareholder votes for the election of Board members.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Governs the structure, governance, and oversight of the BNY Mellon funds, including the independence requirements for Board members.)

Independent Board Members

Board members who are not considered 'interested persons' of the fund, as defined by the Investment Company Act of 1940, ensuring objective oversight. (The proposal aims to elect nominees who are current independent board members, maintaining and potentially streamlining independent oversight.)

Virtual Meeting Format

A shareholder meeting conducted entirely online, allowing participation and voting via the internet. (The special meeting will be held in this format to facilitate administrative efficiencies and shareholder access.)

Consolidation of Boards

Combining the boards of directors/trustees of multiple related funds into a single board. (The primary purpose of the shareholder meeting is to elect board members to facilitate this consolidation for administrative efficiencies.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders of record on September 19, 2025, are entitled to vote at the special meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on board consolidation, rather than an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or net income are not applicable. The key focus is on governance changes and operational efficiencies, with a specific meeting date of November 20, 2025, and a record date of September 19, 2025, indicating a forward-looking event.

Filing Documents

• proxy.htm (DEF 14A) — 1164KB
• image00001.jpg (GRAPHIC) — 235KB
• image00002.jpg (GRAPHIC) — 154KB
• image00003.jpg (GRAPHIC) — 233KB
• image00004.jpg (GRAPHIC) — 155KB
• stradleylogo.jpg (GRAPHIC) — 21KB
• 0002071844-25-000075.txt ( ) — 2287KB
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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 Absolute Insight Funds, Inc. BNY Mellon California AMT-Free Municipal Bond Fund, Inc. BNY Mellon Intermediate Municipal Bond Fund, Inc. BNY Mellon Investment Funds I BNY Mellon Investment Funds II, Inc. BNY Mellon Investment Funds III BNY Mellon Investment Funds IV, Inc. BNY Mellon Municipal Funds, Inc. BNY Mellon Stock Funds BNY Mellon Strategic Funds, Inc. (Name of each 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: THE BNY MELLON FAMILY OF FUNDS c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 1-800-373-9387 www.bny.com/investments September 26, 2025 Dear Shareholder: Your fund(s) 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 Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses. If you own shares of more than one of these 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 more than one of these funds 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, i f 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 Shareholders. 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. If you have any questions be

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View this DEF 14A filing on SEC EDGAR