8-K

GABELLI GLOBAL UTILITY & INCOME TRUST (GLU)

8-K 2025-05-15 For: 2025-05-15
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)May 15, 2025

The Gabelli Global Utility & Income Trust

(Exact name of registrant as specified in its charter)

Delaware 811-21529 32-0116828
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
One Corporate Center, Rye, New York 10580-1422
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area

code (800) 422-3554

(Former nameor former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest GLU NYSE American
Series A Cumulative Puttable and Callable Preferred Shares GLU Pr A NYSE American
Series B Cumulative Puttable and Callable Preferred Shares GLU Pr B NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  Emerging growth company

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

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

On March 19, 2025, the Gabelli Dividend & Income Trust (the “Fund”) adopted Amendment No. 3 to the Statement of Preferences of Series B Cumulative Puttable and Callable Preferred Shares (the “Series B Statement of Preferences Amendment”) establishing and fixing the rights and preferences of the Fund’s Series B Cumulative Puttable and Callable Preferred Shares (the “Series B Preferred Shares”). The Series B Statement of Preferences Amendment adds additional holder put dates, giving holders of Series B Preferred Shares the right to sell to the Fund all or any part of their Series B Preferred Shares during the 60-day period prior to each of December 26, 2025, June 26, 2026, December 26, 2026 and June 26, 2027.

A copy of the Series B Statement of Preferences Amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits

3.1 Amendment No. 3 to the Statement of Preferences of Series B Cumulative Puttable and Callable Preferred Shares

SIGNATURE

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

THE GABELLI GLOBAL UTILITY & INCOME TRUST
Date: May 15, 2025 By: /s/ John C. Ball
Name: John C. Ball
Title: President and Treasurer

The Gabelli Global Utility & Income Trust 8-K

Exhibit 3.1



THE GABELLIGLOBAL UTILITY & INCOME TRUST

STATEMENT OF PREFERENCESOFSERIES B CUMULATIVE PUTTABLE AND CALLABLE PREFERRED SHARES

AMENDMENT NO. 3

The Gabelli Global Utility & Income Trust, a Delaware statutory trust (the “Fund”), hereby certifies that:

FIRST: The Board of Trustees of the Fund (the “Board of Trustees”), at a meeting duly convened and held on February 27, 2013, pursuant to authority expressly vested in it by Article V of the Second Amended and Restated Agreement and Declaration of Trust, adopted resolutions classifying an unlimited amount of shares as authorized but unissued preferred shares of the Fund.

SECOND: The Board of Trustees and the Pricing Committee of the Board of Trustees, at meetings duly convened and held on August 22, 2018 and October 31, 2018, respectively, approved the designation and issuance by the Fund of up to 1,370,433 of Series B Cumulative Puttable and Callable Preferred Shares (the “Series B Preferred Shares”) pursuant to an offering made by the Fund to holders of the Fund’s common shares, of transferable rights to subscribe for and, upon exercise of the rights, purchase common shares and Series B Preferred Shares.

THIRD: The Board of Trustees, at a meeting duly convened and held on August 24, 2023, determined to (a) increase the dividend rate on the Series B Preferred Shares, effective as of September 26, 2023, and (b) add an additional put date for the Series B Preferred Shares, effective as of August 24, 2023, and determined that each such action would not adversely affect the rights and preferences of the Series B Preferred Shares.

FOURTH: The Board of Trustees, by Action by Written Consent in Lieu of a Meeting on December 8, 2023, determined to add an additional put date for the Series B Preferred Shares, effective as of December 8, 2023, and determined that such action would not adversely affect the rights and preferences of the Series B Preferred Shares.

FIFTH: Effective as of March 17, 2025, Part II, Section 4(c) of the Statement of Preferences of the Series B Preferred Shares is deleted and replaced in its entirety with the following:

(c) Puts.

The Fund will redeem all or any part of the Series B Preferred Shares that holders have properly tendered for redemption during the 60-day period prior to each of December 26, 2021, December 26, 2023, June 26, 2024, December 26, 2024, June 26, 2025, December 26, 2025, June 26, 2026, December 26, 2026 and June 26, 2027 at the Redemption Price per share.

SIXTH: Capitalized terms used but not defined herein shall have the respective meanings given to them in the Statement of Preferences of the Series B Preferred Shares.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, The Gabelli Global Utility & Income Trust has caused this Amendment No. 3 to the Statement of Preferences of Series B Preferred Shares to be signed in its name and on its behalf by a duly authorized officer, who acknowledges said instrument to be the statutory trust act of the Fund, and certifies that, to the best of such officer’s knowledge, information and belief under penalty of perjury, that this Amendment No. 3 to the Statement of Preferences of Series B Preferred Shares was duly adopted by the Board of Trustees of the Fund on March 19, 2025.

By: /s/ John<br>C. Ball
Name: John<br>C. Ball
Title: President<br>and Treasurer

Attest:

/s/ Peter Goldstein
Name: Peter Goldstein
Title: Secretary

[GLU Series B Statement ofPreferences Amendment No. 3 Signature Page]