Subject: Release No. 34-100460; File No. SR-NYSE-2024-35
From: Phil Goldstein
Affiliation:

Aug. 5, 2024

In Amalgamated Clothing v. Wal-Mart Stores, 54 F.3d 69 (2d Cir. 1995), the Second Circuit Court of Appeals said that “the right [of shareholders] to cast an informed vote, in and of itself, is a substantial interest worthy of vindication.” 
Over the past 29 years, we have participated in a number of proxy contests for CEFs and submitted many Rule 14a-8 proposals. We won some elections and lost some. That is called democracy. Without annual meetings, shareholders would not have had an opportunity to vote for our nominees or on any of our proposals. For example, just recently, on June 12, 2024, at the annual meeting of BNY Mellon Municipal Income, Inc. (DMF), we nominated three persons to replace three incumbent directors. Shareholders elected our nominees by a wide margin. Had DMF not held an annual meeting, shareholders would have had no opportunity to vote for the persons responsible for managing their fund. In our opinion, directors of CEFs should be held accountable at annual meetings. They should not serve for life. Yet, the NYSE’s proposal seeks to disenfranchise shareholders of DMF and all CEFs. Therefore, the SEC should not approve it. 

Phillip Goldstein
Bulldog Investors
(914) 747-5262 (O)
(914) 260-8248 (C) 

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