Gabelli Global Utility & Income Trust 8-K, filed May 15, 2025
Gabelli Global Utility & Income Trust (GLU)
About this 8-K
Gabelli Global Utility & Income Trust filed this 8-K on May 15, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| 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 GABELLI GLOBAL UTILITY & INCOME TRUST
STATEMENT OF PREFERENCES
OF
SERIES 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 C. Ball | ||
| Name: | John C. Ball | ||
| Title: | President and Treasurer | ||
Attest:
| /s/ Peter Goldstein | ||
| Name: | Peter Goldstein | |
| Title: | Secretary | |
[GLU Series B Statement of Preferences Amendment No. 3 Signature Page]