SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the [_] Registrant
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[_]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[_]
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Definitive Additional Materials
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[_]
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Soliciting Materials under Rule 14a-12
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BNY MELLON HIGH YIELD STRATEGIES FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (check the appropriate box):
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[X]
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No fee required.
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[_]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total Fee Paid:
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[_]
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Fee paid previously with preliminary materials.
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[_]
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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.
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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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BNY MELLON HIGH YIELD STRATEGIES FUND
c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
www.bny.com/closed-end-funds
September 26, 2025
Dear Shareholder:
BNY Mellon High Yield Strategies Fund (the "Fund") and certain other funds in the BNY Mellon Family of Funds will hold special shareholder meetings on November 20, 2025 in a
virtual meeting format only. Shareholders of each of these funds will be asked to elect Board members of their funds. All of the nominees are current Board members of some or all of these funds. The election of additional Board members to the Fund
is being proposed primarily to consolidate the Boards of these funds. Consolidating the Boards of the funds may provide certain administrative efficiencies for the funds. The enclosed proxy statement describes the nominees' qualifications and each
of their respective current roles overseeing funds in the BNY Mellon Family of Funds. Please take the time to read the enclosed materials.
Remember, your vote is extremely important, no matter how large or small your Fund holdings. By voting promptly, you can help avoid additional costs that are incurred with
follow-up letters and calls.
To vote, you may use any of the following methods:
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By Mail
. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.
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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.
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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.
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At the Meeting
. You will not be able to attend the meeting physically, but you may attend the meeting virtually and vote over the Internet during
the meeting.
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The meeting will be conducted over the Internet in a virtual meeting format only. However, if it is determined that the meeting will be held in person, we will make an
announcement in the manner discussed in the Notice of Special Meeting of Shareholders.
We encourage you to vote over the Internet or by telephone using the number that appears on your proxy card. These voting methods will save the Fund money because they would not
have to pay for return-mail postage. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares over the Internet during the meeting. Whichever voting method you choose, please take the time to read the full
text of the proxy statement before you vote.
Your vote is very important to us. If you have any questions before you vote, please call the Fund's proxy solicitor, Equiniti Fund Solutions, at 1-800-581-5238. Thank you for
your response and for your continued investment with the Fund.
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Sincerely,
/s/ David DiPetrillo
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David DiPetrillo
President
The BNY Mellon Family of Funds
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By Order of the Board
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/s/ Sarah S. Kelleher
Sarah S. Kelleher
Secretary
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New York, New York
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WE NEED YOUR PROXY VOTE
A SHAREHOLDER MAY THINK ITS VOTE IS NOT IMPORTANT, BUT IT IS
VITAL
. BY LAW, THE SPECIAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF SHAREHOLDERS REPRESENTING LESS THAN A MAJORITY OF THE VOTES ENTITLED TO BE CAST AT THE MEETING ARE PRESENT. IN THAT EVENT, THE FUND, AT SHAREHOLDERS' 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 SHAREHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.
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BNY MELLON HIGH YIELD STRATEGIES FUND
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PROXY STATEMENT
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Special Meeting of Shareholders
to be held on Thursday, November 20, 2025
to be held on Thursday, November 20, 2025
This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the "Board") of BNY Mellon High Yield Strategies Fund (the "Fund"), a closed-end investment
company, to be used at a Special Meeting of Shareholders of the Fund (the "Meeting") to be held over the Internet in a virtual meeting format only on Thursday, November 20, 2025 at 11:00 a.m., Eastern time, and at any and all adjournments or
postponements thereof, for the purpose set forth in the accompanying Notice of Special Meeting of Shareholders.
Shareholders of record at the close of business on September 19, 2025 (the "Record Date") are entitled to receive notice of the Meeting and to vote on the proposal. Shareholders will not be able to
attend the Meeting physically but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.
Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held as of the Record Date. Shares represented by executed and unrevoked proxies will
be voted in accordance with the specifications made thereon. If the enclosed proxy card is properly 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 sending
a written notice of revocation to the proxy tabulator at the address listed on the proxy card or by mailing a duly executed proxy card bearing a later date; you may also change your vote by calling the toll-free telephone number listed under "To vote
by Telephone" on the proxy card or over the Internet by going to the website listed on the proxy card and following the instructions on the website. To be effective, such revocation or vote change must be received before your prior proxy is
exercised at the Meeting. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided. In addition, any
shareholder who attends the Meeting virtually may vote over the Internet during the Meeting, thereby canceling any proxy previously given.
A quorum is constituted for the Fund by the presence in person or by proxy of the holders of a majority 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 chairperson of the Meeting or the persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies for the Fund.
As of August 22, 2025, the Fund had 72,826,245 shares of beneficial interest outstanding.
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It is estimated that proxy materials will be mailed to shareholders of record on or about October 3, 2025. 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, 18
th
Floor, New York, New York 10286.
A copy of the Fund's most recent Annual Report to Shareholders is available upon request, without charge, by visiting
www.bny.com/closed-end-funds
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writing to the Fund at BNY Mellon High Yield Strategies Fund 240 Greenwich Street New York, New York 10286, calling your financial adviser, or
calling toll free 1‑800‑373-9387.
Important Notice Regarding Internet Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on Thursday, November 20, 2025: The Letter to
Shareholders, Notice of Special Meeting of Shareholders, Proxy Statement and Form of Proxy Card, and any additional proxy soliciting materials are available at
www.bny.com/closed-end-funds
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PROPOSAL: ELECTION OF TRUSTEES
The Nominees
. The Board is divided into three classes with the term of office of one class expiring each year. It is proposed that shareholders of the Fund consider the election of the
individuals listed below (the "Nominees") as Trustees of the indicated class of the Fund, to serve for the terms indicated below and until their respective successors are duly elected and qualified. The election of additional Trustees to the Board
of the Fund is being proposed primarily to consolidate the Board of the Fund with the Boards of other funds in the BNY Mellon Family of Funds. Consolidating the Board of the Fund with the Boards of these other funds in the BNY Mellon Family of Funds
may provide certain administrative efficiencies for the Fund.
It is therefore proposed that shareholders of the Fund consider the election of (i) Ms. Joan L. Gulley as a Class I Trustee to serve for a two-year term; (ii) Mr. Alan H. Howard and Mr. Burton N.
Wallack as Class II Trustees to serve for three-year terms; and (iii) Ms. Robin A. Melvin as a Class III Trustee to serve for a one-year term.
Each Nominee currently serves as a board member of certain other funds in the BNY Mellon Family of Funds. Each Nominee was nominated by the Fund's nominating committee, has consented to being named in
this proxy statement and has agreed to serve as a Trustee of the Fund if elected.
Biographical information about each Nominee is set forth below. Biographical information about the Fund's Trustees who are not standing for election at the Meeting but who will continue to be Trustees
of the Fund after the Meeting (each, a "Continuing Trustee"), information on each Nominee's and Continuing Trustee'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 Trustees are deemed to be "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund.
The persons named as proxies on the accompanying proxy card intend to vote the proxy for the election of the Nominees, unless shareholders 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 Trustee 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" or "BNYIA"), and its affiliates, and Alcentra NY, LLC, the Fund's sub-adviser (the "Sub-Adviser"), 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
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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 Trustees) 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 Trustees not be "interested persons" (as defined in the 1940 Act) of the Fund ("Independent
Trustees") 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 Trustees must be Independent Trustees, 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 Trustees. Currently, all of the Fund's Trustees, including the Chairman of the
Board, are Independent Trustees. 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.
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Information About Each Nominee's and Continuing Trustee's Experience, Qualifications, Attributes or Skills.
Nominees for Trustee of the Fund, together with information as to their 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 Trustees of the Fund, information on each
Nominee's and Continuing Trustee's ownership of Fund shares and other relevant information is set forth in Exhibit A.
Nominee for Class I Trustee with Term Expiring in 2027
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Name (Age) of Nominee
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Principal
Occupation During
Past 5 Years
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Other Public Company
Board Memberships During Past 5 Years
Nominees for Class II Trustees with Terms Expiring in 2028
Nominee for Class III Trustee with Term Expiring in 2026
Each Nominee has been a BNY Mellon Family of Funds board member for several 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 Trustees (this information for the Continuing Trustees is set forth in Exhibit
A). The Board believes that the significance of each Nominee's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Trustee may not have the same value for another) and that
these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees 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 Trustee'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 Trustee nominees. To assist them in evaluating matters under federal and state law, the Trustees 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 evaluates its performance on an annual basis.
Nominee for Class I Trustee
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
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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 Orchid Island Club until February 2025, and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.
Nominees for Class II Trustees
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 and human
capital 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. Since February 2025, he has served as a Senior Advisor to LSH Partners Securities LLC, an independent boutique
investment bank providing a variety of advisory services including MA, restructuring, capital markets and corporate finance across a broad range of industries. 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
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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 most important clients on mergers and acquisitions, corporate finance and capital raising assignments.
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.
Nominee for Class III Trustee
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.
Fund Board Committees.
The Fund has standing Audit, Nominating, Compensation and Litigation Committees, each comprised of its Independent Trustees, except that Mr. Joseph S. 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
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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 shareholders. In evaluating
potential nominees, including any nominees recommended by shareholders, the Committee takes into consideration the factors listed in the Fund's Nominating Committee Charter and Procedures (the "Nominating Committee Charter"), including character and
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 shareholders 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 2025 annual shareholder meeting (filed with the Securities and Exchange Commission (the "SEC") on July 15, 2025).
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. Joseph S. DiMartino, receiving an additional 25% of such compensation. The Fund reimburses Trustees 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 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
*
:
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