DEF 14A 1 lp1-853.htm PROXY STATEMENT

DEFA14A

PROXY STATEMENT PURSUANT TO SECTION 14 (a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the [_]

Registrant

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[_] Soliciting Materials under Rule 14a-12

BNY Mellon Strategic Municipals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total Fee Paid:

[_] Fee paid previously with preliminary materials.

[_]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

BNY MELLON STRATEGIC MUNICIPALS, INC.

Notice of Annual Meeting of Stockholders

To the Stockholders of BNY Mellon Strategic Municipals, Inc.:

The Annual Meeting of Stockholders (the "Meeting") of BNY Mellon Strategic Municipals, Inc. (the "Fund") will be held over the Internet in a virtual meeting format only, on Wednesday, June 12, 2024 at 10:30 a.m., Eastern time, for the following purposes:

To elect two Class III Directors to serve for three-year terms and until their respective successors are duly elected and qualified.

To elect one Class I Director to serve for a one-year term and until their successor is duly elected and qualified.

To transact such other business as may properly come before the Meeting, or any adjournments or postponements thereof.

The Meeting will be held in a virtual meeting format only. You will not be able to attend the Meeting in person, but you may participate over the Internet as described below. However, if it is determined that the Meeting will be held in person, we will make an announcement in the manner noted below.

Stockholders of record at the close of business on April 10, 2024 will be entitled to receive notice of and to vote at the Meeting. To participate in the Meeting, you must go to the Meeting website at www.meetnow.global/MVKNMSH and enter the control number found on your proxy card.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting virtually. To register you must submit proof of your proxy power (legal proxy provided by your intermediary) reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Fund's tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on Wednesday, June 5, 2024. You will receive a confirmation email from Computershare of your registration and a control number that will allow you to vote at the Meeting. For requests received after 5:00 p.m., Eastern Time, on Wednesday, June 5, 2024, Computershare will attempt to register you, but may be unable to do so prior to the Meeting.

Questions from stockholders to be considered at the Meeting must be submitted to BNY Mellon Investment Management at 1-800-334-6899 or instsales@bnymellon.com no later than 5:00 p.m., Eastern Time, on Wednesday, June 5, 2024. Only questions that are pertinent, as determined by the

chairperson of the Meeting, will be answered during the Meeting, subject to time constraints.

Whether or not you plan to attend the Meeting virtually, we urge you to vote and submit your proxy in advance of the Meeting by one of the methods described in the proxy materials for the Meeting.

PLEASE NOTE: If it is determined that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/closed-end-funds. We encourage you to check the website prior to the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

By Order of the Board

/s/ Sarah S. Kelleher
                         Sarah S. Kelleher
                         Secretary

New York, New York
May 1, 2024

WE NEED YOUR PROXY VOTE

A STOCKHOLDER MAY THINK ITS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND, AT STOCKHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

BNY MELLON STRATEGIC MUNICIPALS, INC.

PROXY STATEMENT

Annual Meeting of Stockholders
to be held on June 12, 2024

This proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors (the "Board") of BNY Mellon Strategic Municipals, Inc. (the "Fund") to be used at the Annual Meeting of Stockholders of the Fund (the "Meeting") to be held over the Internet in a virtual meeting format only on Wednesday, June 12, 2024 at 10:30 a.m., Eastern time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on April 10, 2024 are entitled to receive notice of and to vote at the Meeting. Stockholders will not be able to attend the Meeting in person but may participate over the Internet as described in the Notice of Annual Meeting of Stockholders.

Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed form of proxy is executed and returned, or if you have voted by telephone or over the Internet, your vote nevertheless may be revoked after it is received by giving another proxy by mail, by calling the toll-free telephone number on the proxy card or over the Internet (including during the Meeting). To be effective, such revocation must be received before your prior proxy is exercised at the Meeting.

A quorum is constituted by the presence in person or by proxy of the holders of one-third of the outstanding shares of the Fund entitled to vote at the Meeting. Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting, the stockholders present in person or by proxy, by majority vote and without notice other than by announcement at the Meeting, may adjourn the Meeting. If a proposal is to be voted upon by only one class of the Fund's shares, a quorum of that class of shares (the holders of one-third of the outstanding shares of the class) must be present in person or by proxy at the Meeting in order for the proposal to be considered. The Fund has two classes of capital stock: Common Stock, par value $0.001 per share (the "Common Stock"), and Variable Rate MuniFund Term Preferred Shares, par value $0.001 per share, liquidation preference $25,000 per share ("VMTP Shares").

As of April 10, 2024, the Fund had outstanding the following number of shares:

Common Stock Outstanding	VMTP Shares Outstanding
62,290,854	3,156

It is estimated that proxy materials will be mailed to stockholders of record on or about May 1, 2024. To reduce expenses, only one copy of this proxy statement will be mailed to certain addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. The Fund will begin sending you individual copies promptly after receiving your request. The principal executive office of the Fund is located at 240 Greenwich Street, New York, New York 10286.

Copies of the Fund's most recent Annual Report to Stockholders and Semi-Annual Report to Stockholders, are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, calling toll free 1-800-334-6899 or visiting https://im.bnymellon.com/closed-end-funds.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, June 12, 2024: This proxy statement and copies of the Fund's most recent Annual and
Semi-Annual Reports to Stockholders are available at https://im.bnymellon.com/closed-end-funds.

PROPOSAL 1: ELECTION OF DIRECTORS

The Fund's Board is divided into three classes with the term of office of one class expiring each year. There currently is one Class I Director, two Class II Directors and three Class III Directors. The Fund's Articles of Incorporation, as amended and supplemented (the "Charter"), and applicable law require that the number of Directors be apportioned among the classes as nearly equal as possible, and that, if the number of Directors is decreased, the remaining Directors must be apportioned among the classes to maintain the number of Directors in each class as nearly equal as possible without shortening the term of any incumbent Director. The current imbalance in the number of Directors with respect to Class I was the result of a Class I Director's retirement from the Board. To keep the three classes of Directors as balanced as possible, at its meeting on March 7, 2024, the Fund's Board has determined to realign the classes such that the number of Directors in each class continues to be as nearly equal as possible, and has voted to redesignate Ms. Benaree Pratt Wiley, a current Class III Director, as a Class I Director, subject to her election as a Class I Director by Fund stockholders at the Meeting. Accordingly, Ms. Wiley is a nominee for election as a Class I Director.

It is therefore proposed that stockholders of the Fund consider the election of one Class I Director to serve for a one-year term and until her successor is duly elected and qualified, and the election of two Class III Directors to serve for three-year terms and until their respective successors are duly elected and qualified. The individual nominees (the "Nominees") proposed for election are Ms. Wiley as a Class I Director of the Fund and Ms. Joan L. Gulley and Mr. Burton N. Wallack as Class III Directors of the Fund.

Each Nominee currently serves as a Director of the Fund and is a board member of certain other funds in the BNY Mellon Family of Funds. Each Nominee has previously been elected by the Fund's stockholders. Each Nominee was nominated by the Fund's nominating committee, has consented to being named in this proxy statement and has agreed to continue to serve as a Director of the Fund if elected.

Biographical information about each Nominee is set forth below. Biographical information about the Fund's Directors who are not standing for election at the Meeting but who will continue to be Directors of the Fund after the Meeting (each, a "Continuing Director"), information on each Nominee's and Continuing Director's ownership of Fund shares and other relevant information is set forth in Exhibit A to this proxy statement. None of the Nominees or Continuing Directors are deemed to be "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund ("Independent Directors").

Under the 1940 Act and the terms of the Fund's Charter, holders of VMTP Shares voting as a single class are entitled, to the exclusion of holders of Common Stock, to elect two Directors. Ms. Wiley, one of the Fund's two VMTP Shares designees, is a Nominee for election by holders of the Fund's VMTP Shares as a Class I Director.

Voting with regard to the election of the Nominees will be as follows: (i) holders of Common Stock and VMTP Shares will vote together as a single class with respect to the election of Ms. Gulley and Mr. Wallack as Class III Directors; and (ii) holders of VMTP Shares will vote separately, to the exclusion of holders of Common Stock, with respect to the election of Ms. Wiley as a Class I Director.

The persons named as proxies on the accompanying proxy card intend to vote the proxy for the election of the Nominees, unless stockholders specifically indicate on their proxies the desire to withhold authority to vote for elections to office. It is not contemplated that any Nominee will be unable to serve as a Director for any reason, but, if that should occur prior to the Meeting, the Board reserves the right to substitute another person or persons of its choice as nominee or nominees.

Board's Oversight Role in Management. The Board's role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily BNY Mellon Investment Adviser, Inc., the Fund's investment adviser (the "Investment Adviser"), Insight North America LLC, the Fund's sub-adviser and an affiliate of the Investment Adviser (the "Sub-Adviser"), and their affiliates have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including senior personnel of the Investment Adviser, the Sub-Adviser and their affiliates, the Fund's and the Investment Adviser's Chief Compliance Officer and portfolio management personnel. The Board's Audit Committee (which consists of all Directors) meets during its regularly scheduled and special meetings, and between meetings the Audit Committee chair is available to the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer. The Board also receives periodic presentations from senior personnel of the Investment Adviser, the Sub-Adviser or their affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as cybersecurity, business continuity, personal trading, valuation, credit and investment research. As warranted, the Board also receives informational reports from counsel to the Fund and the Board's independent legal counsel regarding regulatory compliance and governance matters. The Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, the Investment Adviser, the Sub-Adviser and other service providers to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Fund, and the Board's risk management oversight is subject to inherent limitations.

Board Composition and Leadership Structure. The 1940 Act requires that at least 40% of the Fund's Directors not be "interested persons" (as defined in the 1940 Act) of the Fund and as such are not affiliated with the Investment Adviser. To rely on certain exemptive rules under the 1940 Act, a majority of the Fund's Directors must be Independent Directors, and for certain important matters, such as the approval of the Fund's investment advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, all of the Fund's Directors, including the Chairman of the Board, are Independent Directors. The Board has determined that its leadership structure, in which the Chairman of the Board is not affiliated with the Investment Adviser, is appropriate in light of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) the services that the Investment Adviser, the Sub-Adviser and their affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of the Investment Adviser, the Sub-Adviser and their affiliates; and (iii) the Board's oversight role in management of the Fund.

Information About Each Nominee's and Continuing Director's Experience, Qualifications, Attributes or Skills. Nominees for Director of the Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, are shown below. The address of each Nominee is 240 Greenwich Street, New York, New York 10286. Specific information about the Continuing Directors of the Fund, information on each Nominee's and Continuing Director's ownership of Fund shares and other relevant information is set forth in Exhibit A.

Nominee for Class I Director with Term Expiring in 2025

Name (Age)
Position with Fund
(Since)

Principal Occupation
During Past 5 Years

Other Public Company
Board Memberships
During Past 5 Years

BENAREE
PRATT WILEY (77)
Class III Director (2016)
VMTP Shares Designee

The Wiley Group, a firm specializing in strategy and business development, Principal (2005 – Present)

CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008 – Present)

Blue Cross – Blue Shield of Massachusetts, Director (2004 – December 2020)

Nominees for Class III Director with Terms Expiring in 2027

Name (Age)
Position with Fund
(Since)

Principal Occupation
During Past 5 Years

Other Public Company
Board Memberships
During Past 5 Years

JOAN L. GULLEY (76)
Class III Director (2017)

Nantucket Atheneum, public library, Chair
(June 2018 – June 2021) and Director
(2015 – June 2021)

Orchard Island Club, golf and beach club, Governor (2016 – Present) and President (February 2023 – Present)

N/A

BURTON N. WALLACK (73)
Class III Director (2006)

Wallack Management Company, a real estate management company, President and Co-owner (1987 – Present)

Mount Sinai Hospital Urology, Board Member (2017 – Present)

The Board is comprised of a diverse and highly experienced group of Directors and advisory board member who each bring significant expertise and leadership experience to the Board. Each Nominee has been a BNY Mellon Family of Funds board member for over 20 years. Additional information about each Nominee follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee possesses which the Board believes has prepared them to be effective Directors (this information for the Continuing Directors is set forth in Exhibit A). The Board believes that the significance of each Director's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment

funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating potential Director nominees. To assist them in evaluating matters under federal and state law, the Directors are counseled by their independent legal counsel, who participates in Board meetings and interacts with the Investment Adviser and also may benefit from information provided by the Investment Adviser's counsel; counsel to the Fund and to the Board has significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board also has an "advisory board" as such term is defined in Section 2(a)(1) of the 1940 Act, which currently has one member. The Board evaluates its performance on an annual basis.

Nominee for Class I Director

Benaree Pratt Wiley – Ms. Wiley is a corporate director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive Officer of The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract, retain and develop talented professionals of color. Ms. Wiley currently serves on the Board of CBIZ (NYSE: CBZ). She has served as the Chair of PepsiCo's African American Advisory Board, and formerly served on the Board of First Albany (NASDAQ: FACT) and Blue Cross – Blue Shield of Massachusetts. Her civic activities include serving on the Boards of Dress for Success Boston, Partners Continuing Care and Spaulding Hospital, the Black Philanthropy Fund and Howard University where she served as Vice Chair until June 2021.

Nominees for 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 currently serves as a Governor and President of the

Orchard Island Club 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 https://im.bnymellon.com/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 Mellon 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 September 30, 2023, 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 2023, was as follows*:

Name of Nominee	Compensation from the Fund	Aggregate compensation from the Fund and the Fund Complex Paid to Nominee(^**)
Joan L. Gulley	$9,510	$349,500 (39)
Burton N. Wallack	$9,510	$168,000 (17)
Benaree Pratt Wiley	$9,510	$627,500 (60)

_____________

* Amounts shown do not include expenses reimbursed to Nominees 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), which, in 2023, amounted to approximately $572 paid by the Fund.

** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Fund, for which the Nominees served as board members in 2023.

For the Fund's most recent fiscal year, the number of Board and committee meetings held and the amount of compensation paid by the Fund to the Continuing Directors and the aggregate amount of compensation paid by all funds in the fund complex (which comprises registered investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which each such person was a board member in 2023 are set forth in Exhibit A. Certain other information concerning the Fund's Directors and officers also is set forth in Exhibit A.

Required Vote

Provided a quorum is present, the election of a Nominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Directors.

ADDITIONAL INFORMATION

Selection of Independent Registered Public Accounting Firm

The 1940 Act requires that the Fund's independent registered public accounting firm (the "independent auditors" or "auditors") be selected by a majority of the Independent Directors. The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors. At a meeting held on November 20, 2023, the Fund's Audit Committee approved and the Fund's Board, including a majority of the Independent Directors, ratified and approved the selection of Ernst & Young LLP ("EY") as the independent auditors for the Fund's fiscal year ending September 30, 2024. EY, a major international accounting firm, has acted as independent auditors of the Fund since the Fund's organization. The Audit Committee's report for the Fund relating to the financial statements for the fiscal year ended September 30, 2023, is attached as Exhibit B, to this proxy statement.

Independent Registered Public Accounting Firm Fees and Services

The following chart reflects fees billed by EY in the Fund's last two fiscal years. For Service Affiliates (i.e., the Investment Adviser and any entity controlling, controlled by or under common control with the Investment Adviser that provides ongoing services to the Fund), such fees represent only those fees that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees amounts, which include all non-audit fees billed by EY to the Fund and Service Affiliates. All services provided by EY were pre-approved as required.

	Fund¹	Service Affiliates¹
Audit Fees	$37,420/$38,168	$0/$0
Audit-Related Fees²	$31,056/$35,317	$0/$0
Tax Fees³	$3,342/$3,342	$8,158/$8,158
All Other Fees	$0/$0	$0/$0
Aggregate Non-Audit Fees⁴	$2,219,815/$1,797,238	$8,158/$8,158

_____________

^1.

Fiscal years ended September 30, 2022/September 30, 2023

^2.

Services to the Fund consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to the accounting or disclosure treatment of Fund transactions or events, and (iv) advisory services as to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

^3.

Services to the Fund consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

^4.

Aggregate non-audit fees billed by EY to the Fund and Service Affiliates are shown under the Service Affiliates column.

Audit Committee Pre-Approval Policies and Procedures. The Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of EY's engagement for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining EY's independence. Pre-approvals pursuant to the Policy are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.

Auditor Independence. The Fund's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates that did not require pre-approval is compatible with maintaining EY's independence.

A representative of EY will be available to join the Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

Service Providers

BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as the Fund's Investment Adviser.

Insight North America LLC, an affiliate of the Investment Adviser, located at 200 Park Avenue, 7th Floor, New York, New York 10166, serves as the Fund's Sub-Adviser.

The Bank of New York Mellon, an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as Custodian for the assets of the Fund.

Computershare Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as the Fund's Transfer Agent, Dividend-Paying Agent and Registrar.

Voting Information

To vote, you may use any of the following methods:

By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.

Over the Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.

By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.

At the Meeting. You will not be able to attend the Meeting in person, but you may attend the Meeting virtually. Any stockholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.

Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and, if no voting instructions are given, shares will be voted "for" the election of the Nominees.

If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares of the Fund on a particular matter with respect to which the broker or nominee does not have discretionary power), the Fund's shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business, but will not constitute a vote "for" a proposal and will have no effect on the result of the vote. However, because the Fund understands that a broker or nominee may exercise discretionary voting power with respect to the proposal to elect Directors, and there are no other proposals expected to come before the Meeting for which a broker or nominee would not have discretionary voting authority, the Fund does not anticipate that there will be any "broker non-votes" at the Meeting.

The Fund will bear the cost of soliciting proxies. In addition to the use of the mail, proxies may be solicited by telephone. Authorizations to execute proxies may be obtained by electronic transmission or by telephonic instructions in accordance with procedures designed to authenticate the stockholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the stockholder calls the toll-free telephone number directly to vote), the stockholder will be asked to provide or confirm certain identifiable information and to confirm that the stockholder has received the proxy statement and proxy card in the mail. Within 72 hours of receiving a stockholder's solicited telephonic voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholder's instructions and to provide a telephone number to call immediately if the stockholder's instructions are not correctly reflected in the confirmation.

OTHER MATTERS

The Fund's Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matter.

Any proposals of stockholders that are intended to be presented at the Fund's 2025 Annual Meeting of Stockholders in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the

Secretary of the Fund at the Fund's principal executive offices no later than January 1, 2025, and must comply with all other legal requirements in order to be included in the Fund's proxy statement and form of proxy for that meeting. For other stockholder proposals to be presented at the 2025 Annual Meeting of Stockholders (but not included in the Fund's proxy statement), a stockholder's notice must be delivered to the Secretary of the Fund at the Fund's principal executive offices no earlier than December 2, 2024 and no later than 5:00 p.m., Eastern time, on January 1, 2025. If the 2025 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from June 12, 2025, then timely notice must be delivered not earlier than the 150^th day prior to such annual meeting and not later than 5:00 p.m., Eastern time, on the later of the 120^th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. All stockholder proposals must include the information required by the Fund's bylaws.

Stockholders who wish to communicate with Directors should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser, Inc. Legal Department, 240 Greenwich Street, 18^th Floor, New York, New York 10286, and communications will be directed to the Director or Directors indicated in the communication or, if no Director or Directors are indicated, to the Chairman of the Board.

NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

Please advise BNY Mellon Strategic Municipals, Inc., in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27^th Floor, Jersey City, New Jersey 07310, whether other persons are the beneficial owners of the shares for which proxies are being solicited and, if so, the number of copies of the proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares. The Fund may pay persons holding shares of the Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE OR OTHERWISE VOTE PROMPTLY.

Dated: May 1, 2024

EXHIBIT A

PART I

Part I sets forth information regarding the Continuing Directors, Board and committee meetings and share ownership.

Information About the Continuing Directors' Experience, Qualifications, Attributes or Skills. The Continuing Directors of the Fund who are not standing for election at the Meeting, that is Mr. DiMartino, who is continuing as a Class I Director of the Fund, and Mr. Howard and Ms. Melvin, who are continuing as Class II Directors of the Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, are shown below. The address of the Continuing Directors is 240 Greenwich Street, New York, New York 10286.

Continuing Class I Director with Term Expiring in 2025

Name (Age)
Position with Fund
(Since)

Principal Occupation
During Past 5 Years

Other Public
Company Board
Memberships
During Past 5 Years

JOSEPH S. DIMARTINO (80)
Chairman of the Board
and Class I Director (1995)

Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)

CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997 – May 2023)

A-1

*Continuing Class II Directors with Terms Expiring in 2026*
Name (Age) Position with Fund (Since)	Principal Occupation During Past 5 Years	Other Public Company Board Memberships During Past 5 Years
ALAN H. HOWARD (64) Class II Director (2018)	Heathcote Advisors LLC, a financial advisory services firm, Managing Partner (2008 – Present) Dynatech/MPX Holdings LLC, a global supplier and service provider of military aircraft parts, President (2012 – May 2019); and Board Member of its two operating subsidiaries, Dynatech International LLC and Military Parts Exchange LLC (2012 – December 2019), including Chief Executive Officer of Dynatech International LLC (2013 – May 2019) Rossoff & Co., an independent investment banking firm, Senior Advisor (2013 – June 2021)	Movado Group, Inc., a public company that designs, sources, markets and distributes watches, Director (1997 – Present) Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, Director (2020 – April 2021)

A-2

Continuing Class II Directors with Terms Expiring in 2026

Name (Age)
Position with Fund
(Since)

Principal Occupation
During Past 5 Years

Other Public
Company Board
Memberships
During Past 5 Years

ROBIN A. MELVIN (60)
Class II Director (1995)
VMTP Shares Designee

Westover School, a private girls' boarding school in Middlebury, Connecticut, Trustee (2019 – June 2023)

Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, Co-Chair (2014 – March 2020); Board Member (2013 – March 2020)

JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021 – June 2022)

HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021 – Present)

HPS Corporate Capital Solutions Fund, a close-end management investment company regulated as a business development company, Trustee, (December 2023 – Present)

Northwestern Memorial Hospital, an academic medical center, Board Member (March 2024 – Present)

Each Continuing Director, except Mr. Howard, has been a BNY Mellon Family of Funds board member for at least 20 years. Mr. Howard has been a Director of the Fund since 2018 and has over 30 years of experience in banking, including experience advising asset managers. Additional information about the Continuing Directors, as well as the Fund's advisory Board member, follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that the Continuing Directors possess which the Board believes has prepared them to be effective Directors.

A-3

Continuing Directors

Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of The Dreyfus Corporation (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of The Dreyfus Corporation by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

Alan H. Howard – Mr. Howard is the Managing Partner of Heathcote Advisors LLC, which he formed in 2008 and which provides financial advisory services as well as makes principal investments. Mr. Howard is a member of the Board of Directors of Movado Group, Inc., a leading global designer, marketer and distributor of watches, and serves as lead independent director, chairman of the compensation committee and a member of the board's audit committee. Since April 2022, Mr. Howard is also a member of the Board of Directors of New England Expert Technologies Corp. (formerly, Valley Precision Parts Corporation), a privately held manufacturer of complex, close tolerance and precision-machined parts and assemblies for a variety of industries and applications. Mr. Howard served as a Senior Advisor at Rossoff & Company LLC, an independent investment banking firm that provides advice on mergers and acquisitions, corporate finance and restructurings and assists on raising debt and equity capital in the private and public markets from 2013 until June 2021. He was also a member of the Board of Directors of Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, and served as lead independent director, chairman of the audit committee and a member of the board's finance and executive committees from 2020 until April 2021. Mr. Howard also served as the President of Dynatech/MPX Holdings LLC ("D/M Holdings"), a privately held global supplier and service provider of military aircraft parts for multiple platforms and engines from 2012 through 2019. Mr. Howard also was a member of the Board of Directors of D/M Holdings from 2012 to 2019, and served as chief executive officer of one of its two operating companies (Dynatech International LLC), while also serving on the boards of the two operating companies (Dynatech International LLC and Military Parts Exchange LLC). From 2008 through 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC, which provides strategic advice to hedge funds and asset managers. Prior to 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC ("CSFB"), an international provider of financial services. He had been with CSFB and its predecessor companies since 1985. As a Managing Director in the Global Industrial and Services Investment Banking Group, he was an advisor to several of the firm's

A-4

most important clients on mergers and acquisitions, corporate finance and capital raising assignments.

Robin A. Melvin – From 2014 to 2020, Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, and served as a Board member from 2013 to 2020. Ms. Melvin served as Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012. In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that, Ms. Melvin was an investment banker with Goldman Sachs Group, Inc. Ms. Melvin served as a Board member of JDRF, a non-profit juvenile diabetes research foundation from June 2021 to June 2022. She also serves as a Trustee of HPS Corporate Lending Fund (August 2021 to present) and HPS Corporate Capital Solutions Fund (December 2023 to present), each, a closed-end management investment company regulated as a business development company, and a Director with Northwestern Memorial Hospital Board of Directors (March 2024 to present), an academic medical center, and served as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut from 2019 to June 2023.

Advisory Board Member

Gordon J. Davis – Mr. Davis is a partner in the law firm of Venable LLP where his practice focuses on complex real estate, land use development and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit organizations. Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP from 1994 until 2012. Mr. Davis also served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York. Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City. He has also served as President of Lincoln Center. Mr. Davis also served on the board of The Dreyfus Corporation (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation in August 1994 and related management changes). He served as a Board member of the funds until August 2021, and as an emeritus board member until October 31, 2021. He also served as a Director of Consolidated Edison, Inc., a utility company, and The Phoenix Companies, Inc., a life insurance company.

Nominees' and Continuing Directors' Ownership of Fund Shares. The table below indicates the dollar range of the Nominees' and the Continuing Directors' ownership

A-5

of shares of the Fund's Common Stock and shares of other funds in the BNY Mellon Family of Funds, in each case as of December 31, 2023.

Name of Continuing
Director or Nominee

Fund
Common Stock

Aggregate Holdings of
Funds in the
BNY Mellon Family of Funds

Joseph S. DiMartino	None	Over $100,000
Joan L. Gulley*	None	Over $100,000
Alan H. Howard	None	Over $100,000
Robin A. Melvin	None	$10,001 – $50,000
Burton N. Wallack*	None	None
Benaree Pratt Wiley*	None	None

_________________
^* Nominee.

As of December 31, 2023, none of the Nominees or the Continuing Directors or their immediate family members owned securities of the Investment Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Investment Adviser.

PERTAINING TO THE BOARD OF THE FUND

The Fund held five Board meetings, six Audit Committee meetings, one Compensation Committee meeting and one Nominating Committee meeting during the Fund's last fiscal year. The Litigation Committee did not meet during the last fiscal year.

The Fund does not have a formal policy regarding Directors' attendance at annual meetings of stockholders. Directors did not attend last year's annual meeting of stockholders.

The Continuing Directors and Nominees of the Fund attended at least 75% of the meetings of the Board and committees of which they were a member held in the last fiscal year.

Compensation Table. The amount of compensation paid by the Fund to each Continuing Director who is not standing for election at the Meeting in any capacity and advisory Board member by the Fund for its fiscal year ended September 30, 2023, and the aggregate amount of compensation paid to each Continuing Director and advisory Board member by all funds in the fund complex (which comprises registered investment companies for which the Investment Adviser or an affiliate of

A-6

the Investment Adviser serves as investment adviser) for which such person was a board member or advisory board member during 2023, was as follows*:

Name of Director	Compensation from the Fund	Aggregate Compensation from the Fund and Fund Complex Paid to Continuing Director (**)
Continuing Directors
Joseph S. DiMartino	$11,388	$1,168,125 (92)
Alan H. Howard	$9,510	$168,000 (17)
Robin A. Melvin	$9,510	$745,500 (71)
Advisory Board Member^†
Gordon J. Davis	$7,510	$411,000 (39)

__________________

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), which, in 2023, amounted to approximately $572, paid by the Fund.

Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Fund, for which such person served as a Board member or advisory Board member in 2023.

^†

An advisory Board member is entitled to receive an annual retainer and compensation for attending Board meetings in an advisory role.

A-7

PART II

Part II sets forth information regarding the officers of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's successor is elected and has qualified.

Name and Position with Fund (Since)	Age	Principal Occupation and Business Experience For Past Five Years
DAVID DIPETRILLO President (2019)¹	46	Vice President and Director of the Investment Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since February 2023; Head of North America Product, BNY Mellon Investment Management from January 2018 to February 2023. He is an officer of 52 investment companies (comprised of 98 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JAMES WINDELS Treasurer (2012)	65	Director of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September 2020; and Director – BNY Mellon Fund Administration. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
PETER M. SULLIVAN Chief Legal Officer, Vice President and Assistant Secretary (2019)²	56	Chief Legal Officer of the Investment Adviser and Associate General Counsel of BNY Mellon Corporation since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon Corporation from March 2009 to December 2020. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-8

Name and Position with Fund (Since)	Age	Principal Occupation and Business Experience For Past Five Years
SARAH S. KELLEHER Vice President and Secretary (2014)³	48	Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; and Managing Counsel of BNY Mellon from December 2017 to September 2021. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
DEIRDRE CUNNANE Vice President and Assistant Secretary (2019)	33	Managing Counsel of BNY Mellon since December 2021; Counsel of BNY Mellon from August 2018 to December 2021. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
LISA M. KING Vice President and Assistant Secretary (2024)	56	Counsel of BNY Mellon since June 2023; and Regulatory Administration Group Manager at BNY Mellon Asset Servicing from February 2016 to June 2023. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JEFF S. PRUSNOFSKY Vice President and Assistant Secretary (2012)	58	Senior Managing Counsel of BNY Mellon. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-9

Name and Position with Fund (Since)	Age	Principal Occupation and Business Experience For Past Five Years
AMANDA QUINN Vice President and Assistant Secretary (2020)	39	Managing Counsel of BNY Mellon since March 2024; Counsel of BNY Mellon from June 2019 to March 2024; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOANNE SKERRETT Vice President and Assistant Secretary (2023)	52	Managing Counsel of BNY Mellon since June 2022; and Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016 to June 2022. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
NATALYA ZELENSKY Vice President and Assistant Secretary (2017)	38	Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of the Investment Adviser from April 2018 to August 2021. She is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-10

Name and Position with Fund (Since)	Age	Principal Occupation and Business Experience For Past Five Years
DANIEL GOLDSTEIN Vice President (2022)	54	Head of Product Development of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 52 investment companies (comprised of 98 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH MARTELLA Vice President (2022)	47	Vice President of the Investment Adviser since December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 52 investment companies (comprised of 98 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
GAVIN C. REILLY Assistant Treasurer (2012)	55	Tax Manager – BNY Mellon Fund Administration. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-11

Name and Position with Fund (Since)	Age	Principal Occupation and Business Experience For Past Five Years
ROBERT SALVIOLO Assistant Treasurer (2012)	56	Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERT SVAGNA Assistant Treasurer (2012)	57	Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of 53 investment companies (comprised of 116 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH W. CONNOLLY Chief Compliance Officer (2012)	66	Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Investment Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser.

____________________
¹ President since 2021; previously, Vice President.
² Chief Legal Officer since July 2021.
³ Secretary since April 2024; previously, Assistant Secretary.

The address of each officer of the Fund is 240 Greenwich Street, New York, New York 10286.

PART III

Part III sets forth information for the Fund regarding the beneficial ownership of its shares as of April 10, 2024 by the Nominees, Continuing Directors and officers of the Fund owning shares on such date and by any stockholders owning 5% or more of a class of the Fund's outstanding shares.

As of April 10, 2024, none of the Nominees, Continuing Directors or officers of the Fund owned any Common Stock or VMTP Shares.

A-12

To the Fund's knowledge, based on filings made pursuant to Section 13 of the Exchange Act, as of April 10, 2024, the following information with respect to beneficial ownership of more than 5% of the outstanding shares of Common Stock and/or outstanding VMTP Shares has been reported.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Class
Common Stock	None	N/A	N/A
VMTP Shares	Bank of America Corp.** Bank of America Corporate Center 100 North Tryon Street Charlotte, NC 28255	3,156	100%

As of April 10, 2024, Cede & Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, held of record 98.55% of the outstanding shares of the Fund's Common Stock and 100% of the outstanding shares of the Fund's VMTP Shares.
_________________________

^* These entities share voting and dispositive power with respect to the share amounts and percentages shown.

^**

Bank of America Corporation beneficially owns and has shared voting and dispositive power with respect to its shares through one of its wholly-owned subsidiaries—Bank of America, N.A.

Delinquent Section 16(a) Reports

Under Section 16(a) of the Exchange Act and Section 30(h) of the 1940 Act, and the rules thereunder, the Fund's officers and Directors, persons owning more than 10% of the Fund's Common Stock, VMTP Shares, and certain additional persons are required to report their transactions in the Fund's Common Stock or VMTP Shares to the SEC, the New York Stock Exchange and the Fund, as applicable.

Based solely on written representations of such persons and on copies of reports that have been filed with the SEC, the Fund believes that, during the fiscal year ended September 30, 2023, all filing requirements applicable to such persons were complied with except that the Form 4 for UBS Group AG reflecting the disposal of the Fund's auction preferred stock was filed on July 17, 2023 and the Form 3 for Bank of America Corp, reflecting the acquisition of the Fund's VMTP Shares was filed on July 24, 2023, neither of which were filed in a timely manner.

A-13

EXHIBIT B

REPORT OF THE AUDIT COMMITTEE
BNY Mellon Strategic Municipals, Inc.

November 20, 2023

The Audit Committee (the "Committee") oversees the Fund's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the Fund's independent registered public accounting firm (the "independent auditors" or "auditors"), who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Fund's accounting principles and such other matters as are required to be discussed with the Committee under the applicable standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and Securities and Exchange Commission. In addition, the Committee discussed with the independent auditors the auditors' independence from management and the Fund, including the auditors' letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility of non-audit services with the auditors' independence.

The Committee met with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Fund's internal controls, and the overall quality of the Fund's financial reporting.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements for the Fund be included in the Fund's Annual Report to Stockholders for the year ended September 30, 2023.

Alan H. Howard, Audit Committee Chair
Joseph S. DiMartino, Audit Committee Member
Joni Evans, Audit Committee Member
Joan L. Gulley, Audit Committee Member
Robin A. Melvin, Audit Committee Member
Burton Wallack, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member

B-1

0853-PROXY-24

BNY MELLON MUNICIPAL INCOME, INC.

PO Box 43131

Providence, RI 02940-3131

EVERY VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*
		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope
		VIRTUAL MEETING at the following Website: www.meetnow.global/MVKNMSH on June 12, 2024 at 10:30 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

Please detach at perforation before mailing.

PROXY

BNY MELLON STRATEGIC MUNICIPALS, INC.

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2024

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned stockholder of BNY Mellon Strategic Municipals, Inc. (the “Fund”) hereby appoints Sarah Kelleher and Deirdre Cunnane, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all shares of the Fund standing in the name of the undersigned at the close of business on April 10, 2024, at the Annual Meeting of Stockholders of the Fund to be virtually held at the following Website: www.meetnow.global/MVKNMSH, on Wednesday, June 12, 2024, at 10:30 a.m., Eastern time, and at any and all adjournments thereof (the “Meeting”), with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the Meeting. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders of the Fund and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES PRINTED ON THE REVERSE SIDE OF THIS CARD AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

LEO_33826_041224

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

xxxxxxxxxxxxxx

code

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to Be Held on June 12, 2024.

The Proxy Statement and Proxy Card for this meeting are available at:

https://im.bnymellon.com/closed-end-funds

IF YOU VOTE BY TELEPHONE OR INTERNET,

PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

A Proposal The Board of Directors recommends a vote “FOR” the following nominees.

Election of Directors:

FOR

ALL

WITHHOLD

ALL

FOR ALL

EXCEPT

Class III -

01. Joan L. Gulley

02. Burton N. Wallack

☐

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

_________________________________________________________________________

2.	To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below		Signature 1 ─ Please keep signature within the box		Signature 2 ─ Please keep signature within the box
*/ /*

Scanner bar code

xxxxxxxxxxxxxx

LEO1 33826

xxxxxxxx

BNY MELLON MUNICIPAL INCOME, INC.

PO Box 43131

Providence, RI 02940-3131

EVERY VOTE IS IMPORTANT

EASY VOTING OPTIONS:

		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*
		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope
		VIRTUAL MEETING at the following Website: www.meetnow.global/MVKNMSH on June 12, 2024 at 10:30 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

Please detach at perforation before mailing.

PROXY

BNY MELLON STRATEGIC MUNICIPALS, INC.

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2024

VARIABLE RATE MUNIFUND TERM PREFERRED SHARES

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

LEO_33826_041224_Pref

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

xxxxxxxxxxxxxx

code

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to Be Held on June 12, 2024.

The Proxy Statement and Proxy Card for this meeting are available at:

https://im.bnymellon.com/closed-end-funds

IF YOU VOTE BY TELEPHONE OR INTERNET,

PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

A Proposal The Board of Directors recommends a vote “FOR” the following nominees.

Election of Directors:

FOR

ALL

WITHHOLD

ALL

FOR ALL

EXCEPT

Class I

01. Benaree Pratt Wiley

☐

Class III

02. Joan L. Gulley

03. Burton N. Wallack

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

_________________________________________________________________________

2.	To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below

Date (mm/dd/yyyy) ─ Please print date below		Signature 1 ─ Please keep signature within the box		Signature 2 ─ Please keep signature within the box
*/ /*

Scanner bar code

xxxxxxxxxxxxxx

LEO2 33826

xxxxxxxx