DFAN14A 1 p19-1368dfan14a.htm BLACKROCK CREDIT ALLOCATION INCOME TRUST

SCHEDULE 14A

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Blackrock Credit Allocation Income Trust

(Name of Registrant as Specified In Its Charter)

 

Saba Capital Management, L.P.

Boaz R. Weinstein

Stephen J. Flanagan

Frederic Gabriel

Thomas H. McGlade

Jassen Trenkow

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On June 4, 2019, Saba Capital Management, L.P. (“Saba”) filed a complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against BlackRock Credit Allocation Income Trust (the “Fund”), BlackRock New York Municipal Bond Trust, BlackRock Advisors, LLC, Richard E. Cavanagh, Karen P. Robards, Michael J. Castellano, Cynthia L. Egan, Frank J. Fabozzi, Henry Gabbay, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch, Robert Fairbairn and John M. Perlowski (collectively, the “Defendants”) seeking injunctive relief on the basis that (i) the Defendants breached the Fund’s Declaration of Trust and certain of the Defendants breach their fiduciary duties to shareholders by imposing a “majority of outstanding” vote standard in a contested election of trustees and (ii) the Defendants violated the Fund’s Bylaws and certain of the Defendants breach their fiduciary duties to shareholders for refusing to recognize Saba’s nominees for election or service on the board of trustees of the Fund (the “Board”) at the 2019 annual meeting of shareholders of the Fund (the "Annual Meeting"). As part of the Complaint, Saba has requested, among other things, that the Court enter an order (i) declaring that the Defendants breached the Fund’s Declaration of Trust and Bylaws, as well as their fiduciary duties, by imposing a “majority of outstanding” vote standard to a contested election of trustees and declaring that a plurality of the votes cast standard should be applied to the election of trustees at the Annual Meeting; (ii) declaring that the Defendants breached the Fund’s Bylaws, as well as their fiduciary duties, by precluding Saba from nominating trustees for election to the Class III positions at the Annual Meeting and enjoining the Defendants from interfering with the presentation of, or solicitation of proxies for, Saba’s nominees at the Annual Meeting; (iii) prohibiting the Defendants from precluding Saba’s nominees from election or service on the Board based on the Defendants’ improper assertion that Saba has failed to meet the Bylaw advance notice requirements of the Fund; and (iv) awarding reasonable attorneys' and experts' fees and expenses for the proceedings arising from the Complaint.