DEF: BNY Mellon High Yield Strategies Fund Announces 2025 Virtual Shareholder Meeting for Trustee Elections

BNY Mellon High Yield Strategies Fund has scheduled its 2025 Annual Meeting of Shareholders virtually for August 21, 2025, primarily to elect two Class II Trustees and address corporate governance matters.

Summary

• BNY Mellon High Yield Strategies Fund will hold its Annual Meeting of Shareholders virtually on Thursday, August 21, 2025, at 10:30 a.m. Eastern time.
• The primary agenda item for the meeting is the election of two Class II Trustees, Ms. Roslyn M. Watson and Ms. Benaree Pratt Wiley, to serve three-year terms; both have been Trustees since the Fund's inception in 1998.
• Shareholders of record as of June 25, 2025, are eligible to vote, with 72,736,534 shares of beneficial interest outstanding on that date.
• The Fund's Board of Trustees, composed entirely of Independent Trustees, maintains an oversight role, while day-to-day management is handled by BNY Mellon Investment Adviser, Inc. and Alcentra NY, LLC.
• KPMG LLP has been re-selected as the independent auditors for the fiscal year ending March 31, 2026, with audit fees for the Fund at $112,600 for FYE March 31, 2025, and $110,300 for FYE March 31, 2024.
• Aggregate non-audit fees billed by KPMG to the Fund's Service Affiliates were $5,102,266 for FYE March 31, 2025, and $4,074,591 for FYE March 31, 2024.
• First Trust Portfolios L.P., First Trust Advisors L. P., and The Charger Corporation collectively held 14,232,740 shares, representing 19.57% of the Fund's outstanding shares as of June 25, 2025.
• The Fund's officers and Trustees, as a group, beneficially owned less than 1% of the Fund's outstanding shares as of June 25, 2025.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, indicating stable corporate governance and routine operations. The emphasis on independent trustees and robust oversight is positive, but there are no new financial or strategic announcements to significantly boost sentiment. The call for shareholder participation to ensure a quorum is a minor operational concern but not indicative of underlying issues.

Positives

• The Board of Trustees is comprised entirely of Independent Trustees, including the Chairman, which enhances independent oversight and reduces potential conflicts of interest with the Investment Adviser.
• The Board has established clear oversight roles for risk management, encompassing investment, valuation, issuer and counterparty credit, compliance, and operational risks.
• The Fund operates with standing Audit, Nominating, Compensation, and Litigation Committees, all primarily composed of Independent Trustees, indicating robust corporate governance structures.
• The Nominating Committee explicitly considers diversity, including gender, race, or national origin, in evaluating potential Trustee nominees, promoting a broader range of skills and perspectives on the Board.
• Officers and Trustees complied with all Section 16(a) filing requirements for the fiscal year ended March 31, 2025.

Negatives

• No specific negative financial or operational results are disclosed, as this proxy statement primarily focuses on corporate governance and the upcoming shareholder meeting.

Risks

• The Board's risk management oversight is subject to inherent limitations, and it is not possible to eliminate all risks applicable to the Fund.
• Failure to achieve a quorum at the Annual Meeting would necessitate adjournment and continued solicitation of votes at shareholders' expense.

Future Outlook

The document primarily outlines the agenda and procedures for the upcoming Annual Meeting of Shareholders, focusing on the election of trustees and corporate governance matters. It does not provide specific forward-looking financial guidance or strategic outlook beyond the operational aspects of the meeting and ongoing board oversight.

Management Comments

• A shareholder may think its vote is not important, but it is vital. By law, the Annual Meeting of Shareholders of the Fund will have to be adjourned without conducting any business if shareholders representing less than a majority of the votes entitled to be cast at the Meeting are present. In that event, the Fund, at shareholders' 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 or otherwise vote promptly. You and all other shareholders will benefit from your cooperation.
• The Board's role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund... have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management.
• The 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 the Fund.
• The Board believes that the significance of each Trustee's experience, qualifications, attributes or skills is an individual matter... and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness.
• The Board believes that Trustees 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; the Board believes that its members satisfy this standard.

Industry Context

This proxy statement is typical for a closed-end investment company, focusing on routine corporate governance matters such as the election of trustees and auditor selection. The emphasis on independent trustees and robust oversight aligns with current best practices in the investment funds industry, particularly in response to regulatory scrutiny and investor demand for transparency and accountability. The virtual meeting format reflects a broader industry trend towards leveraging technology for shareholder engagement and efficiency.

Comparison to Industry Standards

• The Fund's Board composition, with all Trustees being Independent Trustees, exceeds the 1940 Act requirement that at least 40% be independent, aligning with or surpassing best practices for corporate governance in the investment management industry.
• The explicit consideration of diversity (gender, race, national origin) by the Nominating Committee for Trustee nominees is a progressive practice that aligns with evolving global benchmarks for board composition, aiming to enhance decision-making and representation.
• The detailed disclosure of compensation for Trustees, including both Fund-specific and aggregate fund complex compensation, provides transparency comparable to leading industry standards for executive and board remuneration.
• The selection of KPMG LLP, a major global accounting firm, as independent auditors, and the detailed disclosure of audit and non-audit fees, reflects adherence to standard practices for publicly traded investment vehicles.

Management Changes

Corporate Governance

Legal Proceedings

• The Fund has a Litigation Committee established to address any potential conflicts of interest between the Fund and the Investment Adviser in connection with potential or existing litigation or other legal proceedings related to securities held by the Fund. No specific new or ongoing litigation is detailed in this document.

Related Party Transactions

• The Bank of New York Mellon, an affiliate of the Investment Adviser, acts as Custodian for the Fund's assets.
• Compensation for Trustees is allocated among the Fund and other funds in the BNY Mellon Family of Funds, for which the Investment Adviser or its affiliate serves as investment adviser.
• Aggregate non-audit fees billed by KPMG to Service Affiliates (entities controlling, controlled by, or under common control with the Investment Adviser that provide ongoing services to the Fund) are disclosed.

Stakeholder Impact

• Shareholders are directly impacted by the election of Trustees, who are responsible for oversight of the Fund's management. Their vote is crucial for achieving a quorum and avoiding additional solicitation expenses. The virtual meeting format impacts how they participate.
• Management and Service Providers (BNY Mellon Investment Adviser, Alcentra NY, LLC) have their day-to-day management and risk management responsibilities subject to the Board's oversight. The continued appointment of KPMG as auditors affects their financial reporting processes.
• Auditors (KPMG LLP) have their engagement confirmed for the next fiscal year, and their fees are disclosed, indicating a continued business relationship.

Next Steps

• Shareholders are urged to vote and submit proxies in advance of the Annual Meeting by mail, internet, or telephone.
• Intermediary shareholders must register in advance with Computershare Fund Services by August 14, 2025, 5:00 p.m. ET to attend the virtual meeting.
• Shareholders wishing to submit questions for the Meeting must do so to BNY Investments by August 14, 2025, 5:00 p.m. ET.
• The Annual Meeting of Shareholders will be held virtually on August 21, 2025, at 10:30 a.m. Eastern time.
• The election of two Class II Trustees (Roslyn M. Watson and Benaree Pratt Wiley) will take place at the Annual Meeting.
• Any other business properly brought before the Meeting will be transacted.
• Shareholder proposals for the 2026 Annual Meeting must be received by March 11, 2026, for inclusion in the proxy statement (Rule 14a-8), or between February 9, 2026, and March 11, 2026, for presentation without inclusion.

Key Dates

Recommendation

Keywords

BNY Mellon High Yield Strategies Fund, SEC Filing, Proxy Statement, DEF 14A, Annual Meeting, Shareholder Meeting, Trustee Election, Corporate Governance, Independent Trustees, Investment Company, Closed-End Fund, Risk Management, Audit Committee, Nominating Committee, KPMG, Shareholder Vote, Fund Management, High Yield Strategies