DEFA14A
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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))
[_ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Materials under
Rule 14a-12
BNY Mellon Strategic Municipal Bond Fund, 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:
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[_] 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:
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Statement No.:
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(4) Date Filed:
BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
BNY
MELLON STRATEGIC MUNICIPALS, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of BNY Mellon Strategic Municipal Bond Fund, Inc. ("BNYMSMB")
and BNY Mellon Strategic Municipals, Inc. ("BNYMSM") (each, a "Fund" and together, the "Funds"):
The
Annual Meeting of Stockholders (the "Meeting") of the Funds will be held over the Internet in a virtual
meeting format only, on Wednesday, June 14, 2023 at 10:00 a.m.,
Eastern time, for the following purposes:
1. To elect the following Directors:
· For
BNYMSMB, three Class III Directors to serve for three-year terms and until their respective successors
are duly elected and qualified;
· For BNYMSM, two Class II Directors to serve
for three-year terms and until their respective successors are duly elected and qualified.
2. To
transact such other business as may properly come before the Meeting, or any adjournments or postponements
thereof.
Due to the public health and safety concerns
of COVID-19, and to support the health and well-being of the Funds' stockholders and officers and others,
the Meeting will be held in a virtual meeting format only. You will not be able to attend the Meeting
in person, but you may participate over the Internet as described below. However, we intend to monitor
the recommendations of public health officials and governmental restrictions, and if we decide it is
appropriate to hold the Meeting in person, we will make an announcement in the manner noted below.
Stockholders
of record at the close of business on April 10, 2023 will be entitled to receive notice of and to vote
at the Meeting. To participate in the Meeting, you must go to the Meeting website at www.meetnow.global/MCQDQTK,
and enter the control number found on your proxy card(s).
If you
hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend
the Meeting virtually. To register you must submit proof of your proxy power (legal proxy provided by
your intermediary) reflecting your Fund holdings along with your name and email address to Computershare
Fund Services, the Funds' tabulator. You may forward an email from your intermediary or attach an image
of your legal proxy to shareholdermeetings@computershare.com. Requests for registration should be received
no later than 5:00 p.m., Eastern Time, on Friday, June 9, 2023. You will receive a confirmation email
from Computershare of your registration and a
control number that will allow you to vote at the Meeting.
For requests received after 5:00 p.m., Eastern Time, on Friday, June 9, 2023, Computershare will
attempt to register you, but may be unable to do so prior to the Meeting.
Questions
from stockholders to be considered at the Meeting must be submitted to BNY Mellon Investment Management
at 1-800-334-6899 or instsales@bnymellon.com no later than 5:00 p.m., Eastern Time, on Friday, June 9, 2023.
Only questions that are pertinent, as determined by the chairperson of the Meeting, will be answered
during the Meeting, subject to time constraints.
Whether or not you plan
to attend the Meeting virtually, we urge you to vote and submit your proxy in advance of the Meeting
by one of the methods described in the proxy materials for the Meeting.
PLEASE
NOTE: If it is determined that the Meeting will be held in person, instead of virtually, an announcement
of the change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/closed-end-funds.
We encourage you to check the website prior to the Meeting. An announcement of any change will also
be filed with the Securities and Exchange Commission via its EDGAR system.
By Order
of the Board
James Bitetto
Secretary
New
York, New York
May 1, 2023
WE NEED YOUR PROXY VOTE
A STOCKHOLDER
MAY THINK ITS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE ANNUAL MEETING OF STOCKHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS
IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE AFFECTED FUND, AT STOCKHOLDERS' EXPENSE, WOULD
CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO
ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD(S) OR OTHERWISE VOTE
PROMPTLY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
BNY
MELLON STRATEGIC MUNICIPALS, INC.
Annual
Meeting of Stockholders
to be held on June 14, 2023
This
proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors (the
"Board") of each BNY Mellon Strategic Municipal Bond Fund, Inc. ("BNYMSMB") and BNY Mellon Strategic
Municipals, Inc. "BNYMSM") (each, a "Fund" and together, the "Funds") to be used at the Annual Meeting
of Stockholders of each Fund (the "Meeting") to be held over the Internet in a virtual meeting format
only on Wednesday, June 14, 2023 at 10:00 a.m., Eastern
time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on April 10, 2023
are entitled to receive notice of and to vote at the Meeting. Stockholders will not be able to attend
the Meeting in person, but may participate over the Internet as described in the Notice of Annual Meeting
of Stockholders.
Stockholders are entitled to one vote for each
Fund share held and fractional votes for each fractional Fund share held. Stockholders can vote only
on matters affecting the Fund(s) in which they hold shares. If a proposal is approved by stockholders
of one Fund and not approved by stockholders of the other Fund, the proposal will be implemented only
for the Fund that approved the proposal. Therefore, it is essential that stockholders who own shares
of both Funds complete, date, sign and return each proxy
card they receive, or otherwise vote by telephone or over the Internet. Shares represented by executed
and unrevoked proxies will be voted in accordance with the specifications made thereon. If an enclosed
form of proxy is executed and returned, or if you have voted by telephone or over the Internet, your
vote nevertheless may be revoked after it is received by giving another proxy by mail, by calling the
toll-free telephone number on the proxy cards or over the Internet (including during the Meeting). To
be effective, such revocation must be received before your prior proxy is exercised at the Meeting.
A quorum is constituted by the presence in person or by proxy of the holders of
one-third of the outstanding shares of a Fund entitled to vote at the Meeting. Virtual attendance at
the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum
is not present at the Meeting, the stockholders present in person or by proxy, by majority vote and without
notice other than by announcement at the Meeting, may adjourn the Meeting. If a proposal is to be voted
upon by only one class of a Fund's shares, a quorum of that class of shares (the holders of one-third
of the outstanding shares of the class) must be present in person or by proxy at the Meeting in order
for the proposal to be
considered. Each Fund has two classes of capital stock:
Common Stock, par value $0.001 per share (the "Common Stock"), and Auction Preferred Stock, par value
$0.001 per share, liquidation preference $25,000 per share (the "APS"). The APS is further divided into
Series A, Series B and Series C for BNYMSMB and Series M, Series T, Series W, Series TH and Series F
for BNYMSM.
As of April 10, 2023, the Funds had outstanding
the following number of shares:
| | | |
Name
of Fund
| Common
Stock
Outstanding | APS
Outstanding |
BNYMSMB | 49,428,691 | 1,972 |
BNYMSM | 62,290,854 | 3,156 |
It is estimated that proxy
materials will be mailed to stockholders of record on or about May 1, 2023. To reduce expenses, only
one copy of this proxy statement will be mailed to certain addresses shared by two or more accounts.
If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing
to the address or calling the phone number set forth below. The relevant Fund will begin sending you
individual copies promptly after receiving your request. The principal executive office of each Fund
is located at 240 Greenwich Street, New York, New York 10286.
Copies
of each Fund's most recent Annual Report to Stockholders and, if applicable, Semi-Annual Report to Stockholders,
are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, visiting https://im.bnymellon.com/closed-end-funds
or calling toll free 1-800-334-6899.
Important Notice Regarding
Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday,
June 14, 2023: This proxy statement and copies of each Fund's most recent Annual and SemiAnnual Reports
to Stockholders, are available at https://im.bnymellon.com/closed-end-funds.
2
PROPOSAL 1: ELECTION OF DIRECTORS
Each
Fund's Board is divided into three classes with the term of office of one class expiring each year.
It is proposed that stockholders of each Fund consider the election of the individuals listed below (the
"Nominees") as Directors of the indicated class of such Fund, to serve for the terms indicated below
and until their respective successors are duly elected and qualified.
With
respect to BNYMSMB, Ms. Joan L. Gulley, Mr. Burton N. Wallack and Ms. Benaree Pratt Wiley are nominated
to be elected as Class III Directors to serve for three-year terms.
With
respect to BNYMSM, Mr. Alan H. Howard and Ms. Robin A. Melvin are nominated to be elected as Class II
Directors to serve for three-year terms.
Each Nominee currently
serves as a Director of each Fund and is a board member of certain other funds in the BNY Mellon Family
of Funds. Each Nominee has previously been elected by each Fund's stockholders. Each Nominee was nominated
by the respective Fund's nominating committee, has consented to being named in this proxy statement and
has agreed to continue to serve as a Director of the indicated Fund if elected.
Biographical
information about each Nominee is set forth below. Biographical information about each Fund's Directors
who are not standing for election at the Meeting but who will continue to be Directors of the Fund after
the Meeting (each, a "Continuing Director"), information on each Nominee's and Continuing Director's
ownership of Fund shares and other relevant information is set forth in Exhibit A to this proxy statement.
Unless otherwise indicated, information set forth herein applies to both Funds. None of the Nominees
or Continuing Directors are deemed to be "interested persons" (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of either Fund.
Under
the 1940 Act and the terms of each Fund's charter, holders of APS voting as a single class are entitled,
to the exclusion of holders of Common Stock, to elect two Directors. Ms. Melvin, one of BNYMSM's two
APS designees, is a Nominee for election by holders of BNYMSM's APS as a Class II Director.
Voting
with regard to the election of the Nominees will be as follows: (i) for BNYMSMB, holders of Common Stock
and APS will vote together as a single class with respect to the election of Ms. Gulley, Ms. Wiley and
Mr. Wallack as Class III Directors; (ii) for BNYMSM, holders of Common Stock and APS will vote together
as a single class with respect to the election of Mr. Howard as a Class II Director; and (iii) for BNYMSM,
APS holders of the Fund will vote separately, to the exclusion of holders of the Common Stock, with respect
to the election of Ms. Melvin as a Class II Director.
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The persons named as proxies on the accompanying proxy cards
intend to vote each proxy for the election of the Nominees, unless stockholders specifically indicate
on their proxies the desire to withhold authority to vote for elections to office. It is not contemplated
that any Nominee will be unable to serve as a Director for any reason, but, if that should occur prior
to the Meeting, the proxyholders reserve the right to substitute another person or persons of their choice
as nominee or nominees.
Board's Oversight Role in Management.
Each Board's role in management of the respective Fund is oversight. As is the case with virtually
all investment companies (as distinguished from operating companies), service providers to each Fund,
primarily BNY Mellon Investment Adviser, Inc., each Fund's investment adviser (the "Investment Adviser"),
Insight North America LLC, each Fund's sub-adviser and an affiliate of the Investment Adviser (the "Sub-adviser"),
and their affiliates have responsibility for the day-to-day management of the Funds, which includes responsibility
for risk management (including management of investment risk, valuation risk, issuer and counterparty
credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at
its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and
receives reports from senior personnel of service providers, including senior personnel of the Investment
Adviser, the Sub-adviser and their affiliates, each Fund's and the Investment Adviser's Chief Compliance
Officer and portfolio management personnel. Each Board's Audit Committee (which consists of all Directors)
meets during its regularly scheduled and special meetings, and between meetings the Audit Committee chair
is available to each Fund's independent registered public accounting firm and each Fund's Chief Financial
Officer. Each Board also receives periodic presentations from senior personnel of the Investment Adviser,
the Sub-adviser or their affiliates regarding risk management generally, as well as periodic presentations
regarding specific operational, compliance or investment areas, such as cybersecurity, business continuity,
personal trading, valuation, credit and investment research. As warranted, each Board also receives
informational reports from counsel to the Funds and each Board's independent legal counsel regarding
regulatory compliance and governance matters. Each Board has adopted policies and procedures designed
to address certain risks to the respective Fund. In addition, the Investment Adviser, the Sub-adviser
and other service providers to the Funds have adopted a variety of policies, procedures and controls
designed to address particular risks to the respective Fund. Different processes, procedures and controls
are employed with respect to different types of risks. However, it is not possible to eliminate all
of the risks applicable to a Fund, and the Boards' risk management oversight is subject to inherent limitations.
4
Board Composition and Leadership Structure.
The 1940 Act requires that at least 40% of each Fund's Directors not be "interested persons" (as defined
in the 1940 Act) of the Fund ("Independent Directors") and as such are not affiliated with the Investment
Adviser. To rely on certain exemptive rules under the 1940 Act, a majority of each Fund's Directors
must be Independent Directors, and for certain important matters, such as the approval of each Fund's
investment advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require
the approval of a majority of the Independent Directors. Currently, all of each Fund's Directors, including
the Chairman of the Board, are Independent Directors. Each Board has determined that its leadership
structure, in which the Chairman of the Board is not affiliated with the Investment Adviser, is appropriate
in light of the specific characteristics and circumstances of each Fund, including, but not limited to:
(i) the services that the Investment Adviser, the Sub-adviser and their affiliates provide to the Fund
and potential conflicts of interest that could arise from these relationships; (ii) the extent to which
the day-to-day operations of each Fund are conducted by Fund officers and employees of the Investment
Adviser, the Sub-adviser and their affiliates; and (iii) the Board's oversight role in management of
each Fund.
Information About Each Nominee's and Continuing
Director's Experience, Qualifications, Attributes or Skills. Nominees for Director
of each Fund, together with information as to their positions with the Fund, principal occupations and
other board memberships for the past five years, are shown below. The address of each Nominee is 240
Greenwich Street, New York, New York 10286. Ms. Gulley, Ms. Wiley and Mr. Wallack are Nominees with
respect to BNYMSMB and are Continuing Directors with respect to BNYMSM, and Mr. Howard and Ms. Melvin
are Nominees with respect to BNYMSM and Continuing Directors with respect to BNYMSMB. Specific information
about the Continuing Directors of each Fund, information on each Nominee's and Continuing Director's
ownership of Fund shares and other relevant information is set forth in Exhibit A.
5
BNYMSMB - Nominees for Class III Directors with Terms Expiring in 2026
| | | | |
Name (Age)
Position
with Fund
(Since) | Principal
Occupation
During
Past 5 Years | Other Public Company
Board Memberships
During Past 5 Years |
JOAN
L. GULLEY (75)
Class III Director of BNYMSMB (2017)
Class
III Director of BNYMSM (2017) | Nantucket Atheneum, public library, Chair
(June 2018 – June 2021) and Director (2015
– June 2021) Orchard
Island Club, golf and beach club, Governor (2016
– Present) | N/A |
BURTON
N. WALLACK (72)
Class III
Director of BNYMSMB (2006)
Class III Director of BNYMSM (2006) | Wallack
Management Company, a real estate management company, President and Co-owner
(1987 – Present) | Mount
Sinai Hospital Urology, Board Member (2017 – Present) |
BENAREE PRATT WILEY (76)
Class
III Director of BNYMSMB (2016)
Class III
Director of BNYMSM (2016)
APS Designee for BNYMSM | The
Wiley Group, a firm specializing in strategy and business development, Principal
(2005 – Present) | CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(2008 – Present) Blue
Cross – Blue Shield of Massachusetts, Director (2004
– 2020) |
6
BNYMSM - Nominees for Class II Directors with Terms Expiring in 2026
| | | |
Name (Age) Position
with
Fund
(Since) | Principal
Occupation During
Past 5 Years | Other Public
Company
Board Memberships
During
Past 5 Years |
ALAN H.
HOWARD (63)
Class II Director of BNYMSM (2018)
Class
II Director of BNYMSMB (2018) | Heathcote Advisors LLC, a financial advisory
services firm, Managing Partner (2008 – Present) Dynatech/MPX Holdings LLC, a global supplier
and service provider of military aircraft parts, President (2012
– 2019); and Board Member of its two operating subsidiaries,
Dynatech International LLC and Military Parts Exchange LLC (2012 – 2019), including Chief
Executive Officer of Dynatech International LLC (2013 – 2019) Rossoff
& Co., an independent investment banking firm, Senior Advisor
(2013 – June 2021) | Movado
Group, Inc., a public company that designs, sources, markets and distributes watches, Director
(1997 – Present) Diamond
Offshore Drilling, Inc., a public company that provides contract drilling services, Director
(2020 – April 2021) |
7
BNYMSM - Nominees for Class II Directors with Terms Expiring in 2026
| | | |
Name (Age) Position
with
Fund
(Since) | Principal
Occupation During
Past 5 Years | Other Public
Company
Board Memberships
During
Past 5 Years |
ROBIN A.
MELVIN (59)
Class II Director of BNYMSM (1995)
Class
II Director of BNYMSMB (1995)
APS Designee for BNYMSM and
BNYMSMB | Westover
School, a private girls' boarding school in Middlebury, Connecticut, Trustee
(2019 – Present) Mentor
Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services
in Illinois Co-Chair (2014 – 2020); Board
Member (2013 – 2020) JDRF,
a non-profit juvenile diabetes research foundation, Board Member
(June 2021 – June 2022) | HPS Corporate Lending Fund, a closed-end management investment
company regulated as a business development company, Trustee (August
2021 – Present) |
Each Nominee, except Mr.
Howard, has been a BNY Mellon Family of Funds board member for over 20 years. Mr. Howard has been a
Director of each Fund since 2018 and has over 30 years of experience in investment banking, including
experience advising asset managers. Additional information about each Nominee follows (supplementing
the information provided in the table above) that describes some of the specific experiences, qualifications,
attributes or skills that each Nominee possesses which the respective Board believes has prepared them
to be effective Directors (this information for the Continuing Directors is set forth in Exhibit A).
Each Board believes that the significance of each Director's experience, qualifications, attributes
or skills is an individual matter (meaning that experience that is important for one Director may not
have the same value for another) and that these factors are best evaluated at the Board level, with no
single Director, or particular factor, being indicative of Board effectiveness. However, each Board
believes that Directors need to have the ability to critically review, evaluate, question and discuss
information provided to them, and to interact effectively with Fund management, service providers and
counsel, in order to exercise effective business judgment in the performance of their duties; each Board
believes that its members satisfy this standard. Experience relevant to having this
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ability may be achieved through a Director's educational background;
business, professional training or practice (e.g., medicine, accounting or law), public service or academic
positions; experience from service as a board member (including the Board of each Fund) or as an executive
of investment funds, public companies or significant private or not-for-profit entities or other organizations;
and/or other life experiences. The charter for each Board's nominating committee contains certain other
factors considered by the committee in identifying and evaluating potential Director nominees. To assist
them in evaluating matters under federal and state law, the Directors are counseled by their independent
legal counsel, who participates in Board meetings and interacts with the Investment Adviser and also
may benefit from information provided by the Investment Adviser's counsel; counsel to the Funds and to
the Boards has significant experience advising funds and fund board members. Each Board and its committees
have the ability to engage other experts as appropriate. Each Board evaluates its performance on an
annual basis.
BNYMSMB – Nominees for Class III Directors
Joan L.
Gulley – Ms. Gulley served in various senior roles at PNC Financial Services Group,
Inc. ("PNC") from 1993 until her retirement in 2014, including Chief Executive Officer of PNC Advisors,
the wealth management and institutional services business of PNC, from 2002 to 2005, Executive Vice President
and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President ("EVP") and Chief
Human Resources Officer ("CHRO") of PNC from 2008 until 2014. In her role as EVP and CHRO of PNC, Ms.
Gulley was responsible for the oversight of $8 billion in combined pension and 401(k) assets. Ms. Gulley
also served as a member of PNC's Executive Committee from 2008 to 2014, where she participated in all
key strategic and operational decisions affecting PNC, and was responsible for all staff support to the
PNC Board's Personnel and Compensation Committee with respect to executive compensation, succession planning,
talent management, human resource regulatory matters and diversity. Prior to joining PNC, Ms. Gulley
held positions with The Massachusetts Company, a chartered bank and subsidiary of The Travelers Insurance
Company, which was acquired by PNC in 1993, and with branches of the Federal Reserve Bank in Boston,
Massachusetts and Washington D.C. Ms. Gulley currently serves as Governor of the Orchard Island Club
and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.
Burton
N. Wallack – Mr. Wallack is President and co-owner of Wallack Management
Company, a real estate management company that provides financial reporting and management services.
He also serves as a board member for Mount Sinai Hospital Urology.
9
Benaree Pratt Wiley – Ms. Wiley is a corporate
director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive Officer of
The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract, retain
and develop talented professionals of color. Ms. Wiley currently serves on the Board of CBIZ (NYSE:
CBZ). She has served as the Chair of PepsiCo's African American Advisory Board, and formerly served
on the Board of First Albany (NASDAQ: FACT) and Blue Cross – Blue Shield of Massachusetts. Her civic
activities include serving on the Boards of Dress for Success Boston, Partners Continuing Care and Spaulding
Hospital, the Black Philanthropy Fund and Howard University where she served as Vice Chair until June
2021.
BNYMSM – Nominees for Class II Directors
Alan H.
Howard – Mr. Howard is the Managing Partner of Heathcote Advisors LLC, which he formed
in 2008 and which provides financial advisory services as well as makes principal investments. Mr. Howard
is a member of the Board of Directors of Movado Group, Inc., a leading global designer, marketer and
distributor of watches, and serves as lead independent director, chairman of the compensation committee
and a member of the board's audit committee. Since April 2022, Mr. Howard is also a member of the Board
of Directors of Valley Precision Parts Corporation, a privately held manufacturer of complicated, close
tolerance parts and assemblies, primarily for aerospace and military applications. Mr. Howard served
as a Senior Advisor at Rossoff & Company LLC, an independent investment banking firm that provides
advice on mergers and acquisitions, corporate finance and restructurings and assists on raising debt
and equity capital in the private and public markets from 2013 until June 2021. He was also a member
of the Board of Directors of Diamond Offshore Drilling, Inc., a public company that provides contract
drilling services, and served as lead independent director, chairman of the audit committee and a member
of the board's finance and executive committees from 2020 until April 2021. Mr. Howard also served as
the President of Dynatech/MPX Holdings LLC ("D/M Holdings"), a privately held global supplier and service
provider of military aircraft parts for multiple platforms and engines from 2012 through 2019. Mr. Howard
also was a member of the Board of Directors of D/M Holdings from 2012 to 2019, and served as chief executive
officer of one of its two operating companies (Dynatech International LLC), while also serving on the
boards of the two operating companies (Dynatech International LLC and Military Parts Exchange LLC).
From 2008 through 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC, which provides
strategic advice to hedge funds and asset managers. Prior to 2006, Mr. Howard was a Managing Director
of Credit Suisse First Boston LLC ("CSFB"), an international provider of financial services. He had
been with CSFB and its predecessor companies since 1985. As a Managing Director in the Global Industrial
and Services Investment Banking Group, he was an advisor to several of the firm's most important clients
on mergers and acquisitions, corporate finance and capital raising assignments.
10
Robin A. Melvin – From 2014 to 2020, Ms. Melvin
served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity
and quality of mentoring services in Illinois, and served as a Board member from 2013 to 2020. Ms. Melvin
served as Director of the Boisi Family Foundation, a private family foundation that supports organizations
serving the needs of youth from disadvantaged circumstances, from 1995 to 2012. In that role she also
managed the Boisi Family Office, providing the primary interface with all investment managers, legal
advisors and other service providers to the family. She has also served in various roles with MENTOR,
a national non-profit youth mentoring advocacy organization, including Executive Director of the New
York City affiliate, Vice President of the national affiliate network, Vice President of Development,
and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that,
Ms. Melvin was an investment banker with Goldman Sachs Group, Inc. Ms. Melvin served as a Board member
of JDRF, a non-profit juvenile diabetes research foundation from June 2021 to June 2022. She also serves
as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut (2019 to
present), and a Trustee of HPS Corporate Lending Fund, a closed-end management investment company regulated
as a business development company (August 2021 to present).
Fund
Board Committees. Each Fund has standing Audit, Nominating, Compensation and
Litigation Committees, each comprised of its Independent Directors, except that Mr. DiMartino does not
serve on the Compensation Committee.
The function of each Audit
Committee is (1) to oversee the Fund's accounting and financial reporting processes and the audits of
the Fund's financial statements and (2) to assist in the Board's oversight of the integrity of the Fund's
financial statements, the Fund's compliance with legal and regulatory requirements and the qualifications,
independence and performance of the Fund's independent registered public accounting firm. A copy of
the Funds' Audit Committee Charter, which describes the Audit Committee's purposes, duties and responsibilities,
is available for both BNY Mellon Strategic Municipal Bond Fund, Inc. and BNY Mellon Strategic Municipals,
Inc. at https://im.bnymellon.com/closed-end-funds under
"Regulatory Documents".
Each Fund's Nominating Committee is responsible
for selecting and nominating persons as members of the Board for election or appointment by the Board
and for election by stockholders. In evaluating potential nominees, including any nominees recommended
by stockholders, the Committee takes into consideration the factors listed in each Fund's Nominating
Committee Charter and Procedures (the "Nominating Committee Charter"), including character, and integrity,
and business and professional experience. The Nominating Committee may consider whether a potential
nominee's professional experience, education, skills and other individual qualities and attributes, including
gender, race or national origin, would provide beneficial diversity of skills, experience or perspective
to the Board's membership
11
and collective attributes. Such considerations will vary
based on the Board's existing membership and other factors, such as the strength of a potential nominee's
overall qualifications relative to diversity considerations. The Committee will consider recommendations
for nominees from stockholders submitted to the Secretary of the Fund, c/o BNY Mellon Legal Department,
240 Greenwich Street, 18th Floor, New York, New York
10286, and including information regarding the recommended nominee as specified in the Nominating Committee
Charter. The Nominating Committee Charter is not available on the Funds' or the Investment Adviser's
website, but was attached as Exhibit B to the Funds' proxy statement for the 2020 annual stockholder
meeting (filed with the Securities and Exchange Commission (the "SEC") on May 1, 2020).
The function of the Compensation Committee is to establish the appropriate compensation
for serving on the Board.
The Litigation Committee seeks to address any
potential conflicts of interest between the Funds and the Investment Adviser in connection with any potential
or existing litigation or other legal proceeding related to securities held by a Fund and held or otherwise
deemed to have a beneficial interest held by the Investment Adviser or its affiliate.
Compensation.
Each Nominee also serves as a board member of certain other funds in the BNY Mellon Family of Funds.
Annual retainer fees and meeting attendance fees are allocated among each Fund and those other funds
on the basis of net assets, with the Chairman of each Board, Mr. DiMartino, receiving an additional 25%
of such compensation. Each Fund reimburses Directors for travel and out-of-pocket expenses in connection
with attending Board or committee meetings. Neither Fund has a bonus, pension, profit-sharing or retirement
plan.
The amount of compensation paid to each Nominee
by BNYMSMB for its fiscal year ended November 30, 2022, and by BNYMSM for its fiscal year ended September
30, 2022, and the aggregate amount of compensation paid to each Nominee by all funds in the fund complex
(which comprises registered investment companies for which the Investment Adviser serves as investment
adviser) for which the Nominee was a board member during 2022, was as follows*:
12
| | | |
Name of Nominee
and
Fund | Compensation
from
each Fund | Aggregate compensation
from each Fund and Fund Complex
Paid to Nominee (**) |
Joan L. Gulley | | $346,000 (43) |
BNYMSMB
BNYMSM | $6,360 $9,264 | |
Alan
H. Howard | | $189,467 (18) |
BNYMSMB
BNYMSM | $5,963 $9,269 | |
Robin
A. Melvin | | $746,967 (87) |
BNYMSMB
BNYMSM | $5,963 $9,269 | |
Burton
N. Wallack | | $168,000 (18) |
BNYMSMB
BNYMSM | $5,959 $9,264 | |
Benaree
Pratt Wiley | | $668,261 (70) |
BNYMSMB
BNYMSM | $5,964 $9,270 | |
*
Amounts shown do not include expenses reimbursed to Nominees for attending Board meetings. Amounts shown
also do not include the costs of office space and related parking, office supplies and secretarial services,
which also are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on
net assets), which, in 2022, amounted to approximately $273 and $368 paid by BNYMSMB and BNYMSM, respectively.
** Represents the number of separate portfolios
comprising the investment companies in the fund complex, including the Funds, for which the Nominees
served as board members in 2022.
For each Fund's most recent
fiscal year, the number of Board and committee meetings held and the amount of compensation paid by each
Fund to the Continuing Directors and the aggregate amount of compensation paid by all funds in the fund
complex (which comprises registered investment companies for which the Investment Adviser or an affiliate
of the Investment Adviser serves as investment adviser) for which each such person was a board member
in 2022 are set forth in Exhibit A. Certain other information concerning each Fund's Directors and officers
also is set forth in Exhibit A.
13
Required Vote
Provided a quorum is present,
the election of a Nominee for a Fund requires the affirmative vote of a plurality of votes cast at the
Fund's Meeting for the election of Directors.
ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The
1940 Act requires that each Fund's independent registered public accounting firm (the "independent auditors"
or "auditors") be selected by a majority of the Independent Directors. Each Audit Committee has direct
responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors.
At a meeting held on November 22, 2022 for BNYMSM and January 20, 2023 for BNYMSMB, each Fund's Audit
Committee approved and each Fund's Board, including a majority of the Independent Directors, ratified
and approved the selection of Ernst & Young LLP ("EY") as the independent auditors for the respective
Fund's fiscal year ending in 2023. EY, a major international accounting firm, has acted as independent
auditors of each Fund since the Fund's organization. The Audit Committee's reports for BNYMSM and BNYMSMB
relating to the financial statements for the fiscal year ended September 30, 2022 and November 30, 2022,
respectively, are attached as Exhibits B and C, respectively, to this proxy statement.
Independent
Registered Public Accounting Firm Fees and Services
The following
chart reflects fees billed by EY in each Fund's last two fiscal years. For Service Affiliates (i.e.,
the Investment Adviser and any entity controlling, controlled by or under common
control with the Investment Adviser that provides ongoing services to the relevant Fund), such fees represent
only those fees that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees
amounts, which include all non-audit fees billed by EY to each Fund and Service Affiliates. All services
provided by EY were pre-approved as required.
14
| | | | | |
| | BNYMSM1 | Service
Affiliates1 | BNYMSMB2 | Service
Affiliates2 |
Audit Fees | $36,686/$37,420 | $0/$0 | $36,686/$37,420 | $0/$0 |
Audit-Related
Fees3 | $33,558/$31,056 | $0/$0 | $33,760/$34,498 | $0/$0 |
Tax Fees4 | $3,342/$3,342 | $0/$8,158 | $3,342/$3,342 | $8,158/$8,158 |
All
Other
Fees | $0/$0 | $0/$0 | $0/$0 | $0/$0 |
Aggregate Non-Audit
Fees5 | $2,846,056/$2,219,815 | $0/$8,158 | $2,747,329/$2,144,335 | $8,158/$8,158 |
1. Fiscal
years ended September 30, 2021/September 30, 2022
2. Fiscal years ended November 30, 2021/November
30, 2022
3. Services of each Fund consisted of one or more
of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section
817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to
the accounting or disclosure treatment of Fund transactions or events, (iv) advisory services as to the
accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed
rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory
or standard-setting bodies and (v) agreed upon procedures in evaluating compliance by the Fund with the
provisions of the Fund's articles supplementary, creating the series of APS.
4. Services
to the Fund consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns;
(ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory
or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment
of various financial instruments held or proposed to be acquired or held.
5. Aggregate
non-audit fees billed by EY to each Fund and Service Affiliates are shown under the Service Affiliates
column.
Audit Committee Pre-Approval Policies and Procedures.
Each Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval
(within specified fee limits) of EY's engagement for audit and non-audit services to the Fund and non-audit
services to Service Affiliates without specific case-by-case consideration. The pre-approved services
in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved
tax services and pre-approved all other services. Pre-approval considerations include whether the proposed
services are compatible with maintaining EY's independence. Pre-approvals pursuant to the Policy are
considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy
are considered from time to time as necessary.
15
Auditor Independence. Each Fund's Audit Committee
has considered whether the provision of non-audit services that were rendered to Service Affiliates that
did not require pre-approval is compatible with maintaining EY's independence.
A
representative of EY will be available to join the Meeting, will have the opportunity to make a statement
and will be available to respond to appropriate questions.
Service
Providers
BNY Mellon Investment Adviser, Inc., located at 240 Greenwich
Street, New York, New York 10286, serves as each Fund's investment adviser.
Insight
North America LLC, an affiliate of the Investment Adviser, located at 200 Park Avenue, 7th Floor, New
York, New York 10166, serves as each Fund's sub-adviser.
The
Bank of New York Mellon, an affiliate of the Investment Adviser, located at 240 Greenwich Street, New
York, New York 10286, acts as Custodian for the assets of each Fund.
Computershare
Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as each Fund's Transfer
Agent, Dividend-Paying Agent and Registrar.
Voting Information
To vote, you may use any of the following methods:
· By
Mail. Please complete, date and sign the enclosed proxy card for each Fund you own
and mail it in the enclosed, postage-paid envelope.
· Over the Internet. Have
your proxy card(s) available. Go to the website listed on the proxy card(s). Enter your control number
from your proxy card(s). Follow the instructions on the website.
· By
Telephone. Have your proxy card(s) available. Call the toll-free number
listed on the proxy card(s). Enter your control number from your proxy card(s). Follow the recorded
instructions.
· At the Meeting. Any
stockholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.
Shares represented by executed and unrevoked proxies will be voted in accordance
with the specifications made thereon, and, if no voting instructions are given, shares will be voted
"for" a proposal.
If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is,
a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of a Fund on a particular matter with respect to which
the broker or nominee does not have
16
discretionary power), a Fund's shares represented thereby
will be considered to be present at the Meeting for purposes of determining the existence of a quorum
for the transaction of business, but will not constitute a vote "for" a proposal and will have no effect
on the result of the vote.
Each Fund will bear its pro rata share of the
cost of soliciting proxies based on the net assets of the Fund. In addition to the use of the mail,
proxies may be solicited by telephone. Authorizations to execute proxies may be obtained by electronic
transmission or by telephonic instructions in accordance with procedures designed to authenticate the
stockholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the
stockholder calls the toll-free telephone number directly to vote), the stockholder will be asked to
provide or confirm certain identifiable information and to confirm that the stockholder has received
the proxy statement and proxy card(s) in the mail. Within 72 hours of receiving a stockholder's solicited
telephonic voting instructions, a confirmation will be sent to the stockholder to ensure that the vote
has been taken in accordance with the stockholder's instructions and to provide a telephone number to
call immediately if the stockholder's instructions are not correctly reflected in the confirmation.
OTHER MATTERS
Neither Fund's Board is
aware of any other matter which may come before the Meeting. However, should any such matter with respect
to one or both Funds properly come before the Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their judgment on such matter.
Any proposals of stockholders that are intended to be presented at the Funds'
2024 Annual Meeting of Stockholders in accordance with Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), must be received by the Secretary of the respective Fund at the
Fund's principal executive offices no later than January 2, 2024, and must comply with all other legal
requirements in order to be included in the Fund's proxy statement and forms of proxy for that meeting.
For other stockholder proposals to be presented at the 2024 Annual Meeting of Stockholders (but not
included in the Funds' proxy statement), a stockholder's notice must be delivered to the Secretary of
the respective Fund at the Fund's principal executive offices no later than 5:00 p.m., Eastern time,
on March 17, 2023.
Stockholders who wish to communicate with Directors
should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser,
Inc. Legal Department, 240 Greenwich Street, 18th
Floor, New York, New York 10286, and communications will be directed to the Director or Directors indicated
in the communication or, if no Director or Directors are indicated, to the Chairman of the Board.
17
NOTICE
TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please
advise, as appropriate, BNY Mellon Strategic Municipals, Inc. or BNY Mellon Strategic Municipal Bond
Fund, Inc. in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27th
Floor, Jersey City, New Jersey 07310, whether other persons are the beneficial owners of the shares for
which proxies are being solicited and, if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners of shares. Each Fund
may pay persons holding shares of the Fund in their names or those of their nominees for their expenses
in sending soliciting materials to their principals.
IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH ENCLOSED
PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated:
May 1, 2023
18
EXHIBIT A
PART I
Part
I sets forth information regarding the Continuing Directors, Board and committee meetings and share ownership.
Information
About the Continuing Directors' Experience, Qualifications, Attributes or Skills. The
Continuing Directors of each Fund who are not standing for election at the Meeting in any capacity—that
is, Mr. DiMartino and Ms. Evans— together with information as to their positions with the Funds, principal
occupations and other board memberships for the past five years, are shown below. Certain information
regarding Mr. Howard and Ms. Melvin, who are Continuing Class II Directors of BNYMSMB with terms expiring
in 2025, and Mses. Gulley and Wiley and Mr. Wallack, who are Continuing Class III Directors of BNYMSM
with terms expiring in 2027, is provided in Proposal 1 of this proxy statement. The address of the Continuing
Directors is 240 Greenwich Street, New York, New York 10286.
A-1
Continuing
Class I Directors with Terms Expiring in 2024
for BNYMSMB and 2025 for BNYMSM
| | | |
Name (Age) of Continuing Director Position
with Fund (Since)
|
Principal
Occupation
During Past 5 Years
| Other
Public Company
Board Memberships
During Past 5 Years |
| | | |
JOSEPH S. DIMARTINO (79)
Chairman
of the Board
and
Class I Director of BNYMSMB (1995)
Class
I Director of BNYMSM (1995) | Director or Trustee of funds in the BNY
Mellon Family of Funds and certain other entities (as listed herein) | CBIZ, Inc., a public company providing professional
business services, products and solutions, Director (1997
– Present) |
JONI EVANS (81)Class
I Director of BNYMSMB (2006)
Class I Director of BNYMSM (2007)
APS
Designee for BNYMSMB | www.wowOwow.com,
an online community dedicated to women's conversations and publications, Chief
Executive Officer (2007 – Present) Joni Evans Ltd., publishing, Principal
(2006 – 2019) | N/A |
Each Continuing Director
has been a BNY Mellon Family of Funds board member for at least 20 years. Additional information about
the Continuing Directors, as well as the Funds' advisory Board member, follows (supplementing the information
provided in the table above) that describes some of the specific experiences, qualifications, attributes
or skills that the Continuing Directors possess which the Board believes has prepared them to be effective
Directors.
Continuing Directors
Joseph
S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the
funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served
in various roles as an employee of The Dreyfus Corporation (prior to its acquisition by a predecessor
of The Bank of New York Mellon Corporation in August 1994 and related management changes), including
portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or
director of The Dreyfus Corporation by the end of 1994.
A-2
From July 1995 to November 1997, Mr. DiMartino served as
Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire,
take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served
as a Director of the Muscular Dystrophy Association.
Joni Evans
– Ms. Evans has more than 35 years of experience in the publishing industry,
serving as Publisher of Random House, Inc., President and Publisher of Simon & Schuster, Inc. and,
most recently, Senior Vice President of the William Morris Agency, Inc.'s literary department until 2006.
Ms. Evans is a member of the Young Presidents' Organization and the Women's Forum, and is a founding
member of The Committee of 200 and Women's Media Group.
Advisory
Board Member
Gordon J. Davis – Mr. Davis is a partner
in the law firm of Venable LLP where his practice focuses on complex real estate, land use development
and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit
organizations. Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of
Dewey & LeBoeuf LLP from 1994 until 2012. Mr. Davis also served as a Commissioner and member of
the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.
Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the
Lincoln Center for the Performing Arts in New York City. He has also served as President of Lincoln
Center. Mr. Davis also served on the board of The Dreyfus Corporation (prior to its acquisition by
a predecessor of The Bank of New York Mellon Corporation in August 1994 and related management changes).
He served as a Board member of the Funds until August 2021, and as an emeritus Board member until October
31, 2021. He also served as a Director of Consolidated Edison, Inc., a utility company, and The Phoenix Companies, Inc.,
a life insurance company.
A-3
Nominees' and Continuing Directors' Ownership of Fund
Shares. The table below indicates the dollar range of the Nominees' and the Continuing
Directors' ownership of shares of each Fund's Common Stock and shares of other funds in the BNY Mellon
Family of Funds, in each case as of December 31, 2022.
| | | |
Name of Continuing
Director or Nominee |
Fund
Common
Stock
| Aggregate
Holdings of
Funds in the
BNY Mellon Family of
Funds |
| | | |
Joseph S. DiMartino | None | Over
$100,000 |
Joni Evans | None | Over $100,000 |
Joan
L. Gulley* | None | Over $100,000 |
Alan
H. Howard* | None | Over $100,000 |
Robin
A. Melvin* | None | $1 – $10,000 |
Burton
N. Wallack* | None | None |
Benaree
Pratt Wiley* | None | $50,001 – $100,000 |
_________________
*
Nominee.
As of December 31, 2022, none of the Nominees
or the Continuing Directors or their immediate family members owned securities of the Investment Adviser
or any person (other than a registered investment company) directly or indirectly controlling, controlled
by or under common control with the Investment Adviser.
PERTAINING
TO THE BOARD OF EACH FUND
· Each Fund held five Board meetings, six Audit
Committee meetings, one Compensation Committee meeting and one Nominating Committee meeting during the
Fund's last fiscal year. The Litigation Committee did not meet during the last fiscal year.
· The
Funds do not have a formal policy regarding Directors' attendance at annual meetings of stockholders.
Directors did not attend last year's annual meeting of stockholders.
· The
Continuing Directors and Nominees of each Fund (who were Directors at the time) attended at least 75%
of the meetings of the Board and committees of which they were a member held in the last fiscal year.
A-4
Compensation Table. The amount of compensation
paid by each Fund to each Continuing Director who is not standing for election at the Meeting in any
capacity and advisory Board member by BNYMSMB for its fiscal year ended November 30, 2022, and by BNYMSM
for its fiscal year ended September 30, 2022, and the aggregate amount of compensation paid to each Continuing
Director and advisory Board member by all funds in the fund complex (which comprises registered investment
companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment
adviser) for which such person was a board member or advisory board member during 2022, was as follows*:
| | | |
Name of Director | Compensation
from each Fund | Aggregate
Compensation
from
each Fund and
Fund Complex
Paid to
Continuing
Director (**) |
Continuing Directors | | |
Joseph
S. DiMartino | | $1,185,000 (109) |
BNYMSMB | $7,449 | |
BNYMSM | $11,080 | |
Joni Evans | | $153,000
(18) |
BNYMSMB | $5,575 | |
BNYMSM | $8,280 | |
Advisory
Board Member† | | |
Gordon
J. Davis†† | | $377,924 (48) |
BNYMSMB | $5,861 | |
BNYMSM | $7,133 | |
__________________
* Amounts
shown do not include expenses reimbursed to Directors for attending Board meetings. Amounts shown also
do not include the costs of office space and related parking, office supplies and secretarial services,
which also are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on
net assets), which, in 2022, amounted to approximately $273 and $368, paid by BNYMSMB and BNYMSM, respectively.
** Represents
the number of separate portfolios comprising the investment companies in the fund complex, including
the Fund, for which such persons served as Board members or advisory Board members in 2022.
† Advisory
Board members are entitled to receive an annual retainer and compensation for attending Board meetings
in an advisory role.
†† Mr. Davis became an advisory Board member of
each Fund on November 1, 2021. From August 7, 2021 to October 31, 2021, Mr. Davis was an emeritus Board
member of each Fund. The Funds' emeritus program was discontinued for current Directors in November
2021. Prior to August 7, 2021, Mr. Davis served as a Class II Director of each Fund.
A-5
PART II
Part II sets forth information regarding the
officers of the Funds. Each officer of the Funds holds office for an indefinite term until the officer's
successor is elected and has qualified.
| | | |
Name
and Position
with Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
DAVID DIPETRILLO
President
(2019)1 | 45 | Vice President and Director of the Investment
Adviser since February 2021; Head of North America Product, BNY Mellon Investment Management since January
2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December
2017. He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment
Adviser. |
JAMES WINDELS
Treasurer
(2012) | 64 | Vice President of the Investment Adviser since
September 2020; and Director – BNY Mellon Fund Administration. He is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-6
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
PETER M. SULLIVAN
Chief
Legal Officer, Vice President and
Assistant Secretary (2019)2 | 55 | Chief Legal Officer of the Investment Adviser and Associate General Counsel of
The Bank of New York Mellon Corporation since July 2021; Senior Managing Counsel of The Bank of New York
Mellon Corporation from December 2020 to July 2021; and Managing Counsel of The Bank of New York Mellon
Corporation from March 2009 to December 2020. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JAMES BITETTO
Vice
President and Secretary (2012)3 | 56 | Senior
Managing Counsel of The Bank of New York Mellon Corporation since December 2019; Managing Counsel of
The Bank of New York Mellon Corporation from April 2014 to December 2019; and Secretary of the Investment
Adviser. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
A-7
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
DEIRDRE CUNNANE
Vice
President and Assistant Secretary (2019) | 32 | Managing Counsel of The Bank of New York Mellon
Corporation since December 2021; Counsel of The Bank of New York Mellon Corporation from August 2018
to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from
February 2016 to August 2018. She is an officer of 54 investment companies (comprised of 123 portfolios)
managed by the Investment Adviser or an affiliate of the Investment Adviser. |
SARAH
S. KELLEHER
Vice President and Assistant Secretary (2014) | 47 | Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020;
Senior Managing Counsel of The Bank of New York Mellon Corporation since September 2021; Managing Counsel
of The Bank of New York Mellon Corporation from December 2017 to September 2021; and Senior Counsel of
The Bank of New York Mellon Corporation from March 2013 to December 2017. She is an officer of 54 investment
companies (comprised of 123 portfolio) managed by the Investment Adviser or an affiliate of the Investment
Adviser. |
A-8
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
JEFF S. PRUSNOFSKY
Vice
President and Assistant Secretary (2012) | 57 | Senior Managing Counsel of The Bank of New
York Mellon Corporation. He is an officer of 54 investment companies (comprised of 123 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
AMANDA
QUINN
Vice President and Assistant Secretary (2020) | 38 | Counsel
of The Bank of New York Mellon Corporation since June 2019; Regulatory Administration Manager at BNY
Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist
at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 54
investment companies (comprised of 123 portfolios) managed by the Adviser or an affiliate of the Investment
Adviser. |
JOANNE
SKERRETT
Vice President and Assistant Secretary
(2023) | 51 | Managing Counsel of The Bank of New York Mellon Corporation and Senior Counsel
with the Mutual Fund Directors Forum from September 2016 to June 2022. She is an officer of 54 investment
companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment
Adviser. |
A-9
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
NATALYA ZELENSKY
Vice
President and Assistant Secretary (2017) | 37 | Chief Compliance Officer since August 2021
and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer
since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust;
Managing Counsel of The Bank of New York Mellon Corporation from December 2019 to August 2021; Counsel
of The Bank of New York Mellon Corporation from May 2016 to December 2019; and Assistant Secretary of
the Investment Adviser from April 2018 to August 2021. She is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-10
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
DANIEL GOLDSTEIN
Vice
President (2022) | 53 | Head of Product Development of North America
Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development
& Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January
2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment
Management since 2010. He is an officer of 53 investment companies (comprised of 103 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH
MARTELLA
Vice President (2022) | 46 | Vice President
of BNYM Investment Adviser since December 2022; Head of Product Management of North America Product,
BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North
America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice
President of North America Product, BNY Mellon Investment Management since 2010. He is an officer of
53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate
of the Investment Adviser. |
A-11
| | | |
Name and Position
with
Fund (Since) |
Age
| Principal Occupation and
Business
Experience For
Past Five Years |
GAVIN C. REILLY
Assistant
Treasurer (2012) | 54 | Tax Manager – BNY Mellon Fund Administration.
He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
ROBERT
SALVIOLO
Assistant Treasurer (2012) | 55 | Senior
Accounting Manager – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
ROBERT SVAGNA
Assistant
Treasurer (2012) | 56 | Senior Accounting Manager – BNY Mellon Fund
Administration. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH
W. CONNOLLY
Chief Compliance Officer (2012) | 65 | Chief Compliance
Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance
Officer of the Investment Adviser from 2004 until June 2021. He is an officer of 53 investment companies
(comprised of 108 portfolios) managed by the Investment Adviser. |
____________________
1
President since 2021; previously, Vice President.
A-12
2
Chief Legal Officer since July 2021.
3 Vice
President and Secretary since 2018; previously, Vice President and Assistant Secretary.
The address of each officer of the Funds is 240 Greenwich Street, New York, New
York 10286.
A-13
PART III
Part III sets forth information
for each Fund regarding the beneficial ownership of its shares as of April 10, 2023 by the Nominees,
Continuing Directors and officers of the Fund owning shares on such date and by any stockholders owning
5% or more of a class of the Fund's outstanding shares.
As of
April 10, 2023, none of the Nominees, Continuing Directors or officers of either Fund owned any Common
Stock or APS.
To each Fund's knowledge, based on filings
made pursuant to Section 13 of the Exchange Act, as of April 10, 2023, the following information with
respect to beneficial ownership of more than 5% of the outstanding shares of Common Stock and/or outstanding
shares of APS has been reported.
BNYMSMB
| | | | |
Title
of Class
| Name
and Address of
Beneficial Owner | Number
of Shares
Owned | Percent
of
Class |
Common
Stock | First Trust Portfolios L.P.*
First
Trust Advisors L.P. *
The Charger Corporation*
120
East Liberty Drive, Suite 400
Wheaton, Illinois 60187 | 4,675,254 | 9.46% |
APS | Bank of America Corp.**
Bank
of America Corporate Center
100 North Tryon Street
Charlotte,
NC 28255 | 565 | 17.90% |
As
of April 10, 2023, Cede & Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, held
of record 99% of the outstanding shares of BNYMSMB's Common Stock and 100% of the outstanding shares
of BNYMSMB's APS.
A-14
BNYMSM
| | | | |
Title of Class
| Name
and Address of
Beneficial Owner | Number
of Shares
Owned | Percent
of
Class |
Common
Stock | First Trust Portfolios L.P.*
First
Trust Advisors L.P. *
The Charger Corporation*
120
East Liberty Drive, Suite 400
Wheaton, Illinois 60187 | 3,727,820 | 5.98% |
APS | Bank of America Corp.**
Bank
of America Corporate Center
100 North Tryon Street
Charlotte,
NC 28255 | 283 | 14.40% |
As
of April 10, 2023, Cede & Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, held
of record 98% of the outstanding shares of BNYMSM's Common Stock and 100% of the outstanding shares of
BNYMSM's APS.
_________________________
* These entities share voting
and dispositive power with respect to the share amounts and percentages shown.
**
Bank of America Corporation beneficially owns and has shared voting and dispositive power with respect
to its shares through one of its wholly-owned subsidiaries—Bank of America, N.A.
Delinquent
Section 16(a) Reports
Under Section 16(a) of the Exchange Act and
Section 30(h) of the 1940 Act, and the rules thereunder, each Fund's officers and Directors, persons
owning more than 10% of the Fund's Common Stock or APS, and certain additional persons are required to
report their transactions in the Fund's Common Stock or APS to the SEC, the New York Stock Exchange and
the Fund, as applicable. Based solely on written representations of such persons and on copies of reports
that have been filed with the SEC, each of BNYMSMB and BNYMSM believes that, during the fiscal year ended
November 30, 2022 and September 30, 2022, respectively, all filing requirements applicable to such persons
were complied with, except that a Form 3 for BNYMSM was not filed on a timely basis for the Investment
Adviser. The Investment Adviser filed its Form 3 on October 12, 2021, reflecting that the Investment
Adviser did not own any shares of either Fund.
A-15
EXHIBIT B
REPORT OF THE AUDIT COMMITTEE
BNY
Mellon Strategic Municipals, Inc.
November 23, 2022
The
Audit Committee oversees the Fund's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed
and discussed the audited financial statements in the Annual Report with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statement.
The
Committee reviewed with the Fund's independent registered public accounting firm (the "independent auditors"
or "auditors"), who are responsible for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to the quality, not just
the acceptability, of the Fund's accounting principles and such other matters as are required to be discussed
with the committee under the applicable standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB") and Securities and Exchange Commission. In addition, the Committee discussed with
the independent auditors the auditors' independence from management and the Fund, including the auditors'
letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility
of non-audit services with the auditors' independence.
The
Committee met with the independent auditors, with and without management present, to discuss the results
of their examinations, their evaluations of the Fund's internal controls, and the overall quality of
the Fund's financial reporting.
Based on the reviews and discussions referred
to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited
financial statements for the Fund be included in the Fund's Annual Report to Stockholders for the year
ended September 30, 2022.
Alan H. Howard, Audit Committee Chair
Joseph
S. DiMartino, Audit Committee Member
Joni Evans, Audit Committee Member
Joan
L. Gulley, Audit Committee Member
Robin A. Melvin, Audit Committee Member
Burton
Wallack, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
B-1
EXHIBIT C
REPORT OF THE AUDIT COMMITTEE
BNY
Mellon Strategic Municipal Bond Fund, Inc.
January 23, 2023
The
Audit Committee oversees the Fund's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed
and discussed the audited financial statements in the Annual Report with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statement.
The
Committee reviewed with the Fund's independent registered public accounting firm (the "independent auditors"
or "auditors"), who are responsible for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to the quality, not just
the acceptability, of the Fund's accounting principles and such other matters as are required to be discussed
with the committee under the applicable standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB") and Securities and Exchange Commission. In addition, the Committee discussed with
the independent auditors the auditors' independence from management and the Fund, including the auditors'
letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility
of non-audit services with the auditors' independence.
The
Committee met with the independent auditors, with and without management present, to discuss the results
of their examinations, their evaluations of the Fund's internal controls, and the overall quality of
the Fund's financial reporting.
Based on the reviews and discussions referred
to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited
financial statements for the Fund be included in the Fund's Annual Report to Stockholders for the year
ended November 30, 2022.
Alan H. Howard, Audit Committee Chair
Joseph
S. DiMartino, Audit Committee Member
Joni Evans, Audit Committee Member
Joan
L. Gulley, Audit Committee Member
Robin A. Melvin, Audit Committee Member
Burton
Wallack, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
C-1
0852-0853-PROXY-23
BNY
MELLON STRATEGIC
MUNICIPAL
BOND FUND,
INC
PO Box
43131
Providence,
RI 02940-3131
| |
|
EVERY VOTE
IS IMPORTANT
EASY VOTING
OPTIONS:
|
| |
 |
VOTE
ON THE INTERNET
Log
on to:
www.proxy-direct.com
or
scan the
QR code
Follow
the on-screen
instructions
available
24 hours
|
| |
 |
VOTE
BY PHONE
Call
1-800-337-3503
Follow
the recorded
instructions
available
24 hours
|
| |
 |
VOTE
BY MAIL
Vote,
sign and
date this
Proxy
Card
and return
in the
postage-paid
envelope
|
| |
 |
VIRTUAL
MEETING
at
the following
Website:
www.meetnow.global/MCQDQTK,
on
June
14, 2023
at 10:00
a.m.
Eastern
Time.
To
participate
in the
Virtual
Meeting,
enter
the
14-digit
control
number
from the
shaded
box on
this
card.
|
Please
detach
at perforation
before
mailing.
| PROXY |
BNY
MELLON
STRATEGIC
MUNICIPAL BOND FUND,
INC.
ANNUAL
MEETING
OF STOCKHOLDERS
TO
BE HELD
ON JUNE 14, 202 |
|
COMMON
STOCK
THIS
PROXY
IS SOLICITED
ON BEHALF
OF THE BOARD
OF DIRECTORS.
The
undersigned
stockholder
of BNY Mellon
Strategic
Municipal
Bond Fund,
Inc. (the
“Fund”)
hereby
appoints
James Bitetto
and Sarah Kelleher,
and each of them,
the attorneys
and proxies
of the undersigned,
with full
power of substitution,
to vote, as indicated
herein, all shares
of the Fund
standing
in the name
of the undersigned
at the close of business
on April 10, 2023,
at the Annual Meeting
of Stockholders
of the Fund
to be virtually
held at the
following
Website: www.meetnow.global/MCQDQTK,
on Wednesday,
June 14, 2023,
at 10:00
a.m., Eastern
time, and
at any and
all adjournments
thereof
(the “Meeting”),
with all
of the powers
the undersigned
would
possess if then
and there
personally
present
and especially
(but without
limiting
the general
authorization
and power
hereby
given) to vote
as indicated
on the proposal,
as more fully
described in
the Proxy Statement
for the Meeting.
To participate
in the Virtual
Meeting enter
the 14-digit
control number
from the shaded
box on this
card. The
undersigned
hereby
acknowledges
receipt of the Notice
of the Annual
Meeting of Stockholders
of the Fund and
of the accompanying
Proxy Statement,
the terms
of each of which
are incorporated
by reference,
and revokes any
proxy heretofore
given with
respect to such meeting.
THIS
PROXY, WHEN PROPERLY EXECUTED,
WILL BE
VOTED IN THE
MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF THIS PROXY IS PROPERLY
EXECUTED
BUT NO DIRECTION IS MADE,
THIS PROXY WILL
BE VOTED FOR
THE NOMINEES
PRINTED ON
THE REVERSE
SIDE OF THIS CARD AND
IN THE DISCRETION
OF THE PROXY
HOLDERS ON
ANY OTHER MATTER
PROPERLY
BROUGHT
BEFORE THE
MEETING.
| |
VOTE
VIA THE
INTERNET:
www.proxy-direct.com
VOTE
VIA THE
TELEPHONE:
1-800-337-3503 |
| |
|
|
|
DSM_33219_042023
PLEASE
MARK, SIGN,
DATE
ON THE
REVERSE
SIDE
AND RETURN
THE PROXY
CARD USING
THE ENCLOSED
ENVELOPE.
EVERY STOCKHOLDER’S
VOTE IS
IMPORTANT
Important
Notice Regarding
the Availability
of Proxy Materials
for the
Annual
Stockholder
Meeting to
Be Held on June 14,
2023.
The Proxy
Statement
and Proxy
Card for
this meeting
are available
at:
https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp
IF YOU
VOTE BY TELEPHONE
OR INTERNET,
PLEASE
DO NOT MAIL YOUR
CARD
Please
detach
at perforation
before
mailing.
TO VOTE,
MARK
BLOCKS
BELOW
IN BLUE
OR BLACK
INK AS
SHOWN
IN THIS
EXAMPLE:
☒
Proposal The
Board of
Directors
recommends
a vote “FOR”
the following
nominees.
1.
Election
of Directors:
Class III
- 01. Joan L. Gulley 02.
Burton
N. Wallack
| |
FOR
ALL |
|
WITHHOLD
ALL |
|
FOR ALL
EXCEPT |
| |
|
|
|
|
|
INSTRUCTIONS:
To withhold
authority
to vote for any individual
nominee(s),
mark the
box
“FOR ALL
EXCEPT” and
write the
nominee’s
number
on the line
provided
below
__________________________________________________________________________
2.
To
transact
such
other business
as may properly
come before
the meeting,
or any adjournments
or postponements
thereof.
Authorized
Signatures
─ This section
must be
completed
for your
vote to be
counted.─
Sign
and Date Below
Note:
Please sign
exactly
as your
name(s)
appear(s)
on this
Proxy Card,
and date
it. When
shares
are held
jointly,
each
holder
should
sign. When
signing
as attorney,
executor,
administrator,
trustee,
guardian,
officer
of corporation
or other
entity
or in another
representative
capacity,
please
give the
full
title
under
the signature.
| Date (mm/dd/yyyy) ─ Please print date below |
|
Signature 1 ─ Please keep signature within the box |
|
Signature 2 ─ Please keep signature within the box |
| / / |
|
|
|
|
| xxxxxxxxxxxxxx |
DSM1 33219 |
xxxxxxxx |
BNY
MELLON STRATEGIC
MUNICIPAL
BOND FUND,
INC
PO Box
43131
Providence,
RI 02940-3131
| |
|
EVERY VOTE
IS IMPORTANT
EASY VOTING
OPTIONS:
|
| |
 |
VOTE
ON THE INTERNET
Log
on to:
www.proxy-direct.com
or
scan the
QR code
Follow
the on-screen
instructions
available
24 hours
|
| |
 |
VOTE
BY PHONE
Call
1-800-337-3503
Follow
the recorded
instructions
available
24 hours
|
| |
 |
VOTE
BY MAIL
Vote,
sign and
date this
Proxy
Card
and return
in the
postage-paid
envelope
|
| |
 |
VIRTUAL
MEETING
at
the following
Website:
www.meetnow.global/MCQDQTK,
on
June
14, 2023
at 10:00
a.m.
Eastern
Time.
To
participate
in the
Virtual
Meeting,
enter
the
14-digit
control
number
from the
shaded
box on
this
card.
|
Please
detach
at perforation
before
mailing.
| PROXY |
BNY
MELLON
STRATEGIC
MUNICIPAL BOND FUND,
INC.
ANNUAL
MEETING
OF STOCKHOLDERS
TO
BE HELD
ON JUNE 14, 202 |
|
PREFERRED
STOCK
THIS
PROXY
IS SOLICITED
ON BEHALF
OF THE BOARD
OF DIRECTORS.
The
undersigned
stockholder
of BNY Mellon
Strategic
Municipal
Bond Fund,
Inc. (the
“Fund”)
hereby
appoints
James Bitetto
and Sarah Kelleher,
and each of them,
the attorneys
and proxies
of the undersigned,
with full
power of substitution,
to vote, as indicated
herein, all shares
of the Fund
standing
in the name
of the undersigned
at the close of business
on April 10, 2023,
at the Annual Meeting
of Stockholders
of the Fund
to be virtually
held at the
following
Website: www.meetnow.global/MCQDQTK,
on Wednesday,
June 14, 2023,
at 10:00 a.m.,
Eastern
time, and at any and
all adjournments thereof
(the “Meeting”),
with all of the
powers
the undersigned
would
possess if then
and there
personally
present and
especially
(but without
limiting
the general
authorization
and power
hereby
given) to vote
as indicated
on the proposal,
as more fully
described in
the Proxy Statement
for the Meeting.
To participate
in the Virtual
Meeting enter
the 14-digit
control number
from the shaded
box on this
card. The
undersigned
hereby
acknowledges
receipt of the Notice
of the Annual
Meeting of Stockholders
of the Fund
and of the accompanying
Proxy Statement,
the terms
of each of which
are incorporated
by reference,
and revokes any
proxy heretofore
given with
respect to such meeting.
THIS
PROXY, WHEN PROPERLY EXECUTED,
WILL BE
VOTED IN THE
MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF THIS PROXY IS PROPERLY
EXECUTED
BUT NO DIRECTION IS MADE,
THIS PROXY WILL
BE VOTED FOR
THE NOMINEES
PRINTED ON
THE REVERSE
SIDE OF THIS CARD AND
IN THE DISCRETION
OF THE PROXY
HOLDERS ON
ANY OTHER MATTER
PROPERLY
BROUGHT
BEFORE THE
MEETING.
| |
VOTE
VIA THE
INTERNET:
www.proxy-direct.com
VOTE
VIA THE
TELEPHONE:
1-800-337-3503 |
| |
|
|
|
DSM_33219_042023_Pref
PLEASE
MARK, SIGN,
DATE
ON THE
REVERSE
SIDE
AND RETURN
THE PROXY
CARD USING
THE ENCLOSED
ENVELOPE.
EVERY STOCKHOLDER’S
VOTE IS
IMPORTANT
Important
Notice Regarding
the Availability
of Proxy Materials
for the
Annual
Stockholder
Meeting to
Be Held on June 14,
2023.
The Proxy
Statement
and Proxy
Card for
this meeting
are available
at:
https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp
IF YOU
VOTE BY TELEPHONE
OR INTERNET,
PLEASE
DO NOT MAIL YOUR
CARD
Please
detach
at perforation
before
mailing.
TO VOTE,
MARK
BLOCKS
BELOW
IN BLUE
OR BLACK
INK AS
SHOWN
IN THIS
EXAMPLE:
☒
Proposal The
Board of
Directors
recommends
a vote “FOR”
the following
nominees.
3.
Election
of Directors:
Class III
- 01. Joan L. Gulley 02.
Burton
N. Wallack
03.
Benaree
Pratt Wiley
| |
FOR
ALL |
|
WITHHOLD
ALL |
|
FOR ALL
EXCEPT |
| |
|
|
|
|
|
INSTRUCTIONS:
To withhold
authority
to vote for any individual
nominee(s),
mark the
box
“FOR ALL
EXCEPT” and
write the
nominee’s
number
on the line
provided
below
__________________________________________________________________________
4.
To
transact
such
other business
as may properly
come before
the meeting,
or any adjournments
or postponements
thereof.
Authorized
Signatures
─ This section
must be
completed
for your
vote to be
counted.─
Sign
and Date Below
Note:
Please sign
exactly
as your
name(s)
appear(s)
on this
Proxy Card,
and date
it. When
shares
are held
jointly,
each
holder
should
sign. When
signing
as attorney,
executor,
administrator,
trustee,
guardian,
officer
of corporation
or other
entity
or in another
representative
capacity,
please
give the
full
title
under
the signature.
| Date (mm/dd/yyyy) ─ Please print date below |
|
Signature 1 ─ Please keep signature within the box |
|
Signature 2 ─ Please keep signature within the box |
| / / |
|
|
|
|
| xxxxxxxxxxxxxx |
DSM2 33219 |
xxxxxxxx |
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