[DEFA14A] BlackRock ESG Capital Allocation Term Trust Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT) filed DEFA14A materials highlighting decisive support from all three major proxy advisory firms—ISS, Glass Lewis and Egan-Jones. Each adviser urges shareholders to use the WHITE proxy card to re-elect the Fund’s ten incumbent trustees and vote against a dissident proposal from Saba Capital to terminate BlackRock Advisors, LLC as investment adviser. Egan-Jones cites ECAT’s “superior” shareholder returns versus peers and says Saba “has not made a compelling case” for termination, warning that such action would be “detrimental to the Fund’s future state.” The Annual Meeting is scheduled for 26 June 2025. Shareholders who have already submitted the dissident’s gold card may change their vote via the methods listed on the WHITE card. Proxy solicitation questions are directed to Georgeson LLC at (866) 441-6128.

Positive

• Unanimous support from ISS, Glass Lewis and Egan-Jones for ECAT’s incumbent board strengthens management’s position.
• Egan-Jones notes “superior” shareholder returns versus peers, validating current investment strategy.

Negative

• Active campaign by Saba Capital to terminate BlackRock indicates shareholder discontent and ongoing governance friction.

Insights

Corporate Governance Expert

TL;DR: All major proxy advisers back ECAT’s board; dissident campaign faces steep odds.

The unanimous endorsements from ISS, Glass Lewis and Egan-Jones materially strengthen management’s position. Proxy advisers carry substantial influence among institutional holders, so their alignment sharply reduces the probability that Saba Capital can secure enough votes to oust BlackRock as investment adviser. The advisers’ rationale—superior relative returns and insufficient justification for termination—gives incumbents a strong narrative and should enhance voting inertia in their favor. While the dissident campaign signals governance pressure, the consolidated adviser stance suggests continuity of oversight and strategy is the most likely outcome.

Portfolio Manager

TL;DR: Continuity of BlackRock management likely; limited near-term portfolio disruption.

From a portfolio standpoint, retaining BlackRock preserves existing investment processes and avoids transition costs. The advisers’ emphasis on ECAT’s above-peer returns underscores that current management is adding value. Should shareholders follow the guidance—as is typical—the risk of forced advisor change diminishes, supporting stable NAV performance. The presence of an activist, however, highlights ongoing discount-management pressures common in closed-end funds. Investors should monitor final vote tallies but can reasonably anticipate status quo continuation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

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))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

BLACKROCK ESG CAPITAL ALLOCATION TERM TRUST

(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):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Three Leading Proxy Advisors Recommend ECAT Shareholders Support Board Nominees and Oppose

Saba’s Termination Proposal Ahead of June 26 Annual Meeting

Egan-Jones joins ISS and Glass Lewis to Recommend Shareholders Vote on ECAT’s WHITE Card Against the

Proposal to Remove BlackRock as Investment Adviser and in Favor of Incumbent Trustees, Opposing the

Dissident’s Full Slate of Nominees

June 23, 2025 – NEW YORK – BlackRock Advisors, LLC (“BlackRock”) announced today that Egan-Jones recommended that shareholders of BlackRock ESG Allocation Term Trust (NYSE: ECAT) (the “Fund”) vote on the WHITE card FOR all ten incumbent Board nominees and AGAINST the proposal put forth by a dissident shareholder to terminate BlackRock as investment adviser at the Fund’s annual meeting on June 26, 2025. In making its recommendation, Egan-Jones opposed the dissident’s full slate of eight nominees. Egan-Jones joins Institutional Shareholder Services (“ISS”) and Glass Lewis as the third independent proxy advisory firm to recommend shareholders vote in favor of incumbent Board nominees and against the proposal put forth by the dissident.

Important statements in the Egan-Jones report include¹:

• “…we recommend shareholders vote on the WHITE proxy card FOR all 10 management nominees and AGAINST Saba’s shareholder proposal to terminate the investment management agreement.”

• “ECAT’s shareholder returns have been superior compared to peers.”

• “We believe that Saba Capital has not made a compelling case to terminate the Investment Management Agreement. In our view, the Fund has benefited from BlackRock’s extensive expertise as an investment advisor for years, and as such termination of the agreement will be detrimental to the Fund’s future state. We believe that approval of the proposal is not in the best interests of the Fund and its shareholders.”

As previously announced, ISS and Glass Lewis recommended shareholders vote on the WHITE proxy card FOR Board nominees and AGAINST the termination proposal, and that they do NOT vote on the dissident’s gold proxy card.

VOTE FOR ALL BOARD NOMINEES AND AGAINST TERMINATION ON THE WHITE PROXY CARD TODAY

Only your latest dated proxy will count at the meeting. Please do NOT send back any proxy card other than the one you receive from BlackRock as this will cancel your prior vote for the Board nominees.

If you have already sent back a gold proxy card, you can still change your vote by

(1) using the website provided on the WHITE proxy card;

(2) calling the toll-free number provided on the WHITE proxy card; or

(3) promptly completing, signing, dating and returning the WHITE proxy card. Any of these actions will replace the proxy card you previously completed.

If you have any questions about the nominees or proposals to be voted on, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (866) 441-6128.

The Fund’s letters, proxy statement and proxy card for the annual meeting of shareholders to be held on June 26, 2025 are available at https://www.proxy-direct.com/blk-34442. More information about ECAT may be found here: https://www.blackrock.com/us/financial-professionals/investments/products/closed-end-funds/ecat.

¹  Permission to use quotes was neither sought nor obtained.

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FAQ

When is the ECAT annual shareholder meeting?

The meeting is scheduled for June 26, 2025.

Which proxy advisers support ECAT’s board?

ISS, Glass Lewis and Egan-Jones all recommend voting for the incumbent trustees.

What proposal is Saba Capital making?

Saba seeks to terminate BlackRock Advisors, LLC as the Fund’s investment adviser and has nominated an alternate slate.

Which proxy card should shareholders use to support the board?

Shareholders should vote on the WHITE proxy card issued by BlackRock.

Can shareholders change a previously submitted gold proxy card?

Yes. Submitting the WHITE card online, by phone, or by mail replaces any earlier gold card vote.

Why did Egan-Jones oppose Saba’s proposal?

Egan-Jones stated Saba “has not made a compelling case” and that termination would be detrimental given BlackRock’s expertise.