DMF BNY Mellon Municipal Income Inc

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

BNY MELLON MUNICIPAL INCOME, INC.
(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

 

05589T104

(CUSIP Number)

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 29, 2023
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 8 Pages)

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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAME OF REPORTING PERSON          Saba Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS          OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION          Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER          -0-
	8	SHARED VOTING POWER          2,195,555
	9	SOLE DISPOSITIVE POWER          -0-
	10	SHARED DISPOSITIVE POWER          2,195,555
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON          2,195,555
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          10.58%
14	TYPE OF REPORTING PERSON          PN; IA

The percentages used herein are calculated based upon 20,757,267 shares of common stock outstanding as of 9/30/23, as disclosed in the company's N-CSR filed 11/27/23

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1	NAME OF REPORTING PERSON          Boaz R. Weinstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS          OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION          United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER          -0-
	8	SHARED VOTING POWER          2,195,555
	9	SOLE DISPOSITIVE POWER          -0-
	10	SHARED DISPOSITIVE POWER          2,195,555
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON          2,195,555
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          10.58%
14	TYPE OF REPORTING PERSON          IN

The percentages used herein are calculated based upon 20,757,267 shares of common stock outstanding as of 9/30/23, as disclosed in the company's N-CSR filed 11/27/23

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1	NAME OF REPORTING PERSON          Saba Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS          OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION          Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER          -0-
	8	SHARED VOTING POWER          2,195,555
	9	SOLE DISPOSITIVE POWER          -0-
	10	SHARED DISPOSITIVE POWER          2,195,555
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON          2,195,555
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          10.58%
14	TYPE OF REPORTING PERSON         OO

The percentages used herein are calculated based upon 20,757,267 shares of common stock outstanding as of 9/30/23, as disclosed in the company's N-CSR filed 11/27/23

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This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the SEC on 10/31/23; with respect to the common shares of BNY MELLON MUNICIPAL INCOME, INC. This Amendment No. 1 amends Items 3, 4, 5, and 7, as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $13,808,810 was paid to acquire the Common Shares reported herein.

Item 4. PURPOSE OF TRANSACTION

On December 29, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer’s shareholders at the Issuer’s 2024 annual meeting of shareholders, asking the Board to take all necessary steps in its power to declassify the Board (such letter, the “Declassification Proposal Letter”).

The foregoing summary of the Declassification Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Declassification Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 20,757,267 shares of common stock outstanding as of 9/30/23, as disclosed in the company's N-CSR filed 11/27/23

(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) The transactions in the Common Shares effected by the Reporting Persons in the past sixty days, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

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(d) The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

(e) Not applicable.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 2:

Declassification Proposal Letter.

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  January 3, 2024

	SABA CAPITAL MANAGEMENT, L.P.  By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo Title: Chief Compliance Officer
	SABA CAPITAL MANAGEMENT GP, LLC  By:  /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory
	BOAZ R. WEINSTEIN  By:  /s/ Michael D'Angelo
	Name: Michael D'Angelo
	Title: Attorney-in-fact*
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

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Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days.  All transactions were effectuated in the open market through a broker. 

Trade Date	Buy/Sell	Shares	Price
11/15/2023	Buy	200	5.97
11/16/2023	Buy	100	5.99
11/17/2023	Buy	9,174	6.07
11/21/2023	Buy	1,702	6.13
11/24/2023	Buy	11,860	6.16
11/27/2023	Buy	2,340	6.17
11/28/2023	Buy	357	6.16
11/30/2023	Buy	21,321	6.27
12/1/2023	Buy	404	6.34
12/4/2023	Buy	18	6.28
12/6/2023	Buy	851	6.38
12/7/2023	Buy	4,134	5.64
12/8/2023	Buy	500	6.39
12/11/2023	Buy	2,800	6.41
12/13/2023	Buy	31,512	6.42
12/14/2023	Buy	26,225	6.46
12/15/2023	Buy	3,090	6.52

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EXHIBIT 2

DECLASSIFICATION PROPOSAL LETTER

December 29, 2023

Via Electronic Mail and Courier

Mr. James Bitetto, Secretary

c/o BNY Mellon Municipal Income, Inc.

240 Greenwich Street

New York, NY 10286

Re: BNY Mellon Municipal Income, Inc. (the "Fund")

Dear Mr. Bitetto,

Saba Capital Management, L.P. ("Saba") is the investment adviser to Saba Capital Master Fund, Ltd. (the "Proponent"), the owner of 618,877 shares of common stock, par value $0.001 per share of the Fund (the "Common Shares"). The Proponent has held Common Shares representing a market value of $25,000 or more continuously for more than one year prior to and including the date hereof.

In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Saba, on behalf of the Proponent, submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").

The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:

PROPOSAL

RESOLVED, that the shareholders of BNY Mellon Municipal Income, Inc. (the "Fund") request that the Board of Directors of the Fund (the "Board") take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

SUPPORTING STATEMENT

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Saba believes the annual election of all of a company's directors empowers shareholders to hold board members accountable for their decisions pertaining to capital allocation, corporate governance and strategy-all of which impact shareholder returns. We contend this level of accountability keeps a board focused on shareholders' interests and sustained value creation.  The leading independent proxy advisory firms and many, if not the overwhelming majority of, large institutional investors have policies supporting the annual election of directors. Companies have taken note in recent years, with ~90% of the S&P 500 and ~73% of the S&P 1,500 now holding annual elections for all of their board members.¹

On the other hand, there is a direct connection between bad governance and poor shareholder returns. Empirical studies have found a statistically significant correlation between the presence of a classified board structure and a decline in valuation. ²

It is notable that Mellon Investments Corporation ("Mellon"), an affiliate of the investment advisor to the Fund, shares our view that directors should be elected annually. Mellon Proxy Guidelines Summary states that it "believes shareholders should annually vote for all members on a company's board of directors".³ We see no reason why shareholders of the Fund should be deprived of this.

Mellon also maintains that they "employ proxy voting to: … promote the accountability of a company's management to its board of directors, as well as the accountability of the board of directors to the company's shareholders and stakeholders".⁴ We believe there is no better way to "promote … the accountability of the board of directors" than through the annual election of all directors.

To help address the Fund's anti-shareholder governance and increase boardroom accountability following a period of, in our view, extremely disappointing financial performance, Saba urges you to vote FOR this proposal.⁵

END OF PROPOSAL

Saba hereby represents that the Proponent has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. A letter from the Proponent's broker confirming the above ownership is attached as Exhibit A hereto.

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In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in New York, are between 9:00 a.m. and 5:30 p.m. ET, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:

• January 9, 2024, between 2:00 p.m. and 5:00 p.m. ET
• January 10, 2024, between 11:00 a.m. and 1:00 p.m. ET
• January 11, 2024, between 2:00 p.m. and 4:00 p.m. ET

The Proponent's contact information is as follows:

c/o Saba Capital Management, L.P.

405 Lexington Avenue, 58^th Floor

New York, New York 10174

Attn: Michael D'Angelo

Email: Michael.Dangelo@sabacapital.com

Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.

	Sincerely,
	By:	Saba Capital Management, L.P.
		Name: Michael D'Angelo Title: Chief Operating Officer and General Counsel
	cc: The Board of Directors of the Fund

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EXHIBIT A

Broker Letter

[See attached]

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