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BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.

For the period ended Apr 30, 2025. Filed Apr 30, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2025 · Filed Apr 30, 2025

Use the contents to explore the available documents and sections.

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Contents

Current 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 served as a Governor and President of the Orchard Island Club until February 2025, 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.

Fund Board Committees. The 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 the 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 Fund's Audit Committee Charter, which describes the Audit Committee's purposes, duties and responsibilities, is available at www.bny.com/closed-end-funds in the "BNY Audit Committee Charter" section under "Investments – Closed End Funds".

The 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 the Fund's Nominating Committee Charter and Procedures (the "Nominating Committee Charter"), including character, 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 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 Legal Department, 240 Greenwich Street, 18 th 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 Fund's or the Investment Adviser's website, but was attached as Exhibit B to the Fund's 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 Fund and the Investment Adviser in connection with any potential or existing litigation or other legal proceeding related to securities held by the 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 the Fund and those other funds on the basis of net assets, with the Chairman of the Board, Mr. DiMartino, receiving an additional 25% of such compensation. The Fund reimburses Directors for travel and out-of-pocket expenses in connection with attending Board or committee meetings. The Fund does not have a bonus, pension, profit-sharing or retirement plan.

The amount of compensation paid to each Nominee by the Fund for its fiscal year ended November 30, 2024, 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 2024, was as follows*:

Name of NomineeCompensation from the FundAggregate compensation from the Fund and the Fund Complex Paid to Nominee (**)
Joseph S. DiMartino***$9,781$1,090,000 (86)
Joan L. Gulley***$8,246$404,700 (46)
Alan H. Howard$8,220$170,700 (17)
Robin A. Melvin$8,225$675,700 (68)
Burton N. Wallack***$8,151$170,700 (17)
Benaree Pratt Wiley***$8,150$641,700 (57)

____________________

  • Amounts shown do not include expenses reimbursed to Directors for attending Board meetings. Amounts shown also do not include the costs of office space, office supplies and secretarial services, which also are paid by the Fund (allocated among the funds in the BNY Mellon Family of Funds based on net assets), for the fiscal year ended in 2024, the amount paid by the Fund was approximately $430.

** 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 in 2024.

*** The Class I Directors and Class III Directors (together with Class II Directors) will only be presented at the Meeting if Proposal 1 is approved by the required stockholder vote. If Proposal 1 is not approved by the required stockholder vote, then only the Nominees for Class II Directors will be presented at the Meeting.

For the Fund's most recent fiscal year, the number of Board and committee meetings held are set forth in Exhibit D. Certain other information concerning the Fund's Directors and officers also is set forth in Exhibit D.

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