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

Rhea-AI Filing Summary

BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT) has released Definitive Additional Materials (Form DEFA14A) ahead of its 2025 annual meeting.

• Proposal 1: Election of ten director nominees across Class I, II and III seats; the fund’s board recommends a vote "FOR" all nominees.
• Proposal 2: A hedge-fund-backed motion from Saba Capital Management to terminate the current investment-management agreement with BlackRock Advisors, LLC; the board recommends voting "AGAINST" this proposal.

The filing states that no SEC filing fee was required. Shareholders are urged to use the WHITE proxy card and may vote online, by phone or by mail. Failure to vote could lead to significant changes in management and distribution policy.

Positive

• None.

Negative

• Activist proposal: Saba Capital seeks to terminate ECAT’s investment-management agreement with BlackRock Advisors, introducing governance uncertainty and potential disruption to fee structure and distributions.

Insights

Closed-End Fund Analyst

TL;DR: Contested proxy puts BlackRock’s ECAT mandate at risk; outcome could reshape fees and strategy.

The DEFA14A highlights a governance battle: Saba Capital wants to end ECAT’s advisory contract with BlackRock Advisors, while the board seeks continuity. Terminating the contract would force the trust to hire a new adviser or liquidate, actions that historically trigger distribution disruptions, portfolio turnover, and higher one-off costs. Although no financial metrics are provided, the mere presence of an activist campaign is material for investors in a closed-end vehicle that relies on stable monthly payouts. Given the uncertainty and potential expense of a management change, I rate the filing’s overall impact as negative.

Corporate Governance Specialist

TL;DR: Filing signals an activist challenge; board seeks shareholder alignment.

Saba’s proposal represents classic shareholder activism aimed at altering fund governance. The board’s counter-solicitation—via the WHITE card—underscores concern about losing advisory control. Such disputes often lead to elevated legal and proxy-solicitation costs and may distract management. The board’s recommendation framework is clear, but the presence of competing cards suggests a hard-fought vote. Shareholder engagement will be key. While disruptive, the information provided is procedural rather than financial, so I consider the impact moderate but noteworthy.

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.

Your vote matters BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT) Vote now to support your fund. Not voting risks significant changes to your investment and consistent distributions. HOW TO VOTE THIS VOTING INSTRUCTION FORM IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” PROPOSAL 1 AND “AGAINST” PROPOSAL 2. 1. To Elect the Class I, Class II and Class III Board Member Nominees. 1a. Cynthia L. Egan (Class I) 1b. Lorenzo A. Flores (Class I) 1c. Stayce D. Harris (Class I) 1d. Catherine A. Lynch (Class I) 1e. R. Glenn Hubbard (Class II) 1f. W. Carl Kester (Class II) 1g. John M. Perlowski (Class II) 1h. Robert Fairbairn (Class III) 1i. J. Phillip Holloman (Class III) 1j. Arthur P. Steinmetz (Class III) For Against Abstain 2. If properly presented at the meeting, a proposal submitted by a hedge fund managed by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC. For Against Abstain

Voting is simple Vote online By scanning the QR code or using the website provided on your enclosed WHITE proxy card Vote by phone By calling number on your enclosed WHITE proxy card Vote by mail By completing and returning your enclosed WHITE card in the postage paid envelope provided ONLY RETURN THE WHITE PROXY CARD YOU RECEIVE ON BEHALF OF BLACKROCK If you have already sent back a proxy card received from another shareholder, you can still change your vote by promptly voting on the WHITE proxy card, which will replace the proxy card you previously completed. If you have any questions about the proposals to be voted, please feel free to contact Georgeson LLC, toll free at 1-866-441-6128. Important information about the Fund This material is not an advertisement and is intended for existing shareholder use only. This document and the information contained herein relates solely to BlackRock ESG Capital Allocation Term Trust (ECAT). The information contained herein does not relate to, and is not relevant to, any other fund or product sponsored or distributed by BlackRock or any of its affiliates. This document is not an offer to sell any securities and is not a solicitation of an offer to buy any securities. Common shares for the closed-end fund identified above are only available for purchase and sale at current market price on a stock exchange. A closed-end fund’s dividend yield, market price and net asset value (NAV) will fluctuate with market conditions. The information for this Fund is provided for informational purposes only and does not constitute a solicitation of an offer to buy or sell Fund shares. Performance results reflect past performance and are no guarantee of future results. Current performance may be lower or higher than the performance data quoted. All returns assume reinvestment of all dividends. The market value and NAV of a fund’s shares will fluctuate with market conditions. Closed-end funds may trade at a premium to NAV but often trade at a discount. © 2025 BlackRock, Inc. or its affiliates. All Rights Reserved. BLACKROCK is a trademark of BlackRock, Inc., or its affiliates. All other trademarks are those of their respective owners. June 2025 | BlackRock ESG Capital Allocation Term Trust (ECAT) Not FDIC Insured • May Lose Value • No Bank Guarantee ECAT_2025_FL6

FAQ

What proposals are up for vote in ECAT’s 2025 proxy?

Proposal 1: Elect ten directors.
Proposal 2: Terminate the management agreement with BlackRock Advisors, LLC.

Which proxy card does the ECAT board endorse?

The board urges shareholders to use the WHITE proxy card it has distributed.

How does the ECAT board recommend voting on Proposal 1?

The board recommends a vote "FOR" all ten director nominees in Proposal 1.

What is the board’s stance on the Saba Capital proposal (Proposal 2)?

The board recommends voting "AGAINST" the proposal to end the BlackRock advisory contract.

Was an SEC filing fee required for this DEFA14A?

No. The filing indicates "No fee required."