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Leading Independent Proxy Advisor ISS Supports Saba’s Case for Boardroom Change at Gabelli Dividend & Income Trust

Leading Independent Proxy Advisor ISS Supports Saba’s Case for Boardroom Change at Gabelli Dividend & Income Trust

ISS Endorses the Election of Andre Clemot, the Independent Candidate Nominated by Saba, to Improve GDV’s Governance

States That “GDV Has a Corporate Governance Structure Replete with Deficiencies”

NEW YORK–(BUSINESS WIRE)–
Saba Capital Management, L.P. (together with certain of its affiliates, “Saba” or “we”), the second-largest common shareholder of Gabelli Dividend & Income Trust (NYSE: GDV) (“GDV” or the “Fund”), today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) has recommended that GDV shareholders support the election of Saba’s independent nominee, Andre Clemot, to the Fund’s Board of Trustees at the 2026 Annual Meeting of Shareholders.

In its report, ISS supported Saba’s case for change at GDV, stating:1

  • “It is challenging to identify a key element of performance that is unassailably positive. For example, GDV has historically traded at a wider discount to NAV than peers, and it has historically had a lower distribution yield.”

  • “Despite this disappointing track record, the board has taken extreme measures to disenfranchise shareholders, the most egregious being the adoption of a worst-of-all-worlds vote standard for director elections.”

  • “GDV has a corporate governance structure replete with deficiencies.”

  • “[T]he board is classified, and it suffers from independence issues (numerous directors have personal and/or professional relationships with key personnel at Gabelli, in some cases spanning decades).”

  • “[T]he board has demonstrated a concerning pattern of communication in this proxy contest.”

  • “[O]ne could reasonably read the board’s primary presentation as an attack on the dissident first, and as a defense of GDV’s track record second.”

  • “The board needs an immediate injection of independence, which Clemot can provide.”

Boaz Weinstein, Founder and Chief Investment Officer of Saba, commented:

“ISS was unequivocal: GDV’s governance is ‘replete with deficiencies’ and needs an immediate injection of independence – hardly a ringing endorsement of the Gabelli track record that their self-interested salesman David Schachter is defending to reporters.

After soliciting our business in December and getting no reply, Mr. Schachter is now taking swings at Saba instead of addressing Gabelli’s own track record. In his latest UK press tour, Mr. Schachter sought to distract from GDV’s problems by critiquing Saba – but in doing so, he only validated ISS’s concerns and exposed the stark contrast between Saba’s governance discipline and GDV’s governance nightmare.

Mr. Schachter bills himself as the ‘discount doctor,’ but GDV has traded at a wider discount to NAV than its peers for a decade. Physician, heal thyself. His claim to be protecting mom-and-pop investors is especially rich considering this Fund has a supermajority voting threshold designed to entrench management, two classes of shareholders with unequal rights and a decade of underperformance. That’s not medicine, that’s malpractice. We urge GDV shareholders to vote for Andre Clemot and send this Board a message that ignoring shareholders has consequences.”

GDV’s Governance Nightmare

GDV

Saba’s Closed-End Funds (BRW and SABA)
  • Supermajority vote standard exclusively for contested elections, making it nearly impossible for shareholders to replace directors.
  • Plurality vote standard in all director elections.
  • Multi-year director terms.
  • Annual director elections.
  • Two classes of shareholders with different voting rights.
  • Equal shareholder voting rights.
  • Even though common shareholders own ~75% of GDV, they cannot exclusively elect any portion of the Board.
  • Preferred shareholders have guaranteed control over ~15% of the Board and disproportionate influence over the rest.

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About Saba

Saba Capital Management, L.P. is a global alternative asset management firm that seeks to deliver superior risk-adjusted returns for a diverse group of clients. Founded in 2009 by Boaz Weinstein, Saba is a pioneer of credit relative value strategies and capital structure arbitrage. Saba has offices in New York City and London. Learn more at www.sabacapital.com.

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1 Permission to quote ISS was neither sought nor received.

Longacre Square Partners

Kate Sylvester / Humza Vanderman

[email protected] / [email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Finance

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