8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 1, 2020 

__________________

ClearBridge MLP and Midstream Fund Inc.

(Exact name of registrant as specified in its charter)

__________________

Maryland	811-22405		27-2282398
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
620 Eighth Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(888) 777-0102

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address if changed since last report.)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CEM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 1, 2020, the Board of Directors of ClearBridge MLP and Midstream Fund Inc. (the “Fund”) amended and restated in its entirety the bylaws of the Fund (the “Second Amended and Restated Bylaws”) to include a new Article II, Section 3(b) that clarifies the process for holding a meeting of stockholders of the Fund solely by means of remote communication. The Second Amended and Restated Bylaws were deemed effective April 1, 2020. The new Article II, Section 3(b) of the Second Amended and Restated Bylaws is attached hereto as an Exhibit and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
99.1	Article II, Section 3(b) of the Second Amended and Restated Bylaws, dated April 1, 2020, of ClearBridge MLP and Midstream Fund Inc.

3

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit	Exhibit Description
99.1	Article II, Section 3(b) of the Second Amended and Restated Bylaws, dated April 1, 2020, of ClearBridge MLP and Midstream Fund Inc.

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2020	ClearBridge MLP and Midstream Fund Inc.
	/s/ George P. Hoyt
	Name:  George P. Hoyt
	Title:  Assistant Secretary

5

EX-99.1

Exhibit 99.1

The bylaws of the Fund are hereby amended and restated to include the following as Article II, Section 3(b) immediately following Article II, Section 3 (now Article II, Section 3(a) in the Second Amended and Restated Bylaws):

(b)

Notwithstanding anything to the contrary in these Bylaws, the Board or a committee of the Board authorized for such purpose may determine at any time, including, without limitation, after the calling of any meeting of stockholders, that any meeting of stockholders be held solely by means of remote communication or both at a physical location and by means of remote communication; provided that, at the request of a stockholder delivered reasonably in advance of the meeting, the Board shall provide a place for stockholders to attend the meeting if and as required by applicable law. Notwithstanding anything to the contrary in these Bylaws, if it is determined after notice of the meeting has been sent to stockholders that participation by stockholders in the meeting shall or may be conducted by means of remote communication, notice thereof may be provided at any time by press release or any other means of public communication or as otherwise required by applicable law. Stockholders and proxy holders entitled to be present and to vote at the meeting that are not physically present at such a meeting but participate by means of remote communication shall be considered present in person for all purposes under these Bylaws and may vote at such a meeting. Subject to any guidelines and procedures that the Board may adopt, any meeting at which stockholders or proxy holders are permitted to participate by means of remote communication shall be conducted in accordance with the following, unless otherwise permitted by applicable law or regulation:

(1)	The Corporation shall implement, at the direction of the President or the President’s designee, reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a stockholder or proxy holder;
(2)	The Corporation shall implement, at the direction of the President or the President’s designee, reasonable measures to provide the stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(3)	In the event any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Corporation.