Gabelli Dividend & Income Trust elects trustees

The Gabelli Dividend & Income Trust reported the results of its reconvened Annual Meeting of Shareholders held on June 29, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Gabelli Dividend & Income Trust reported the results of its reconvened Annual Meeting of Shareholders held on June 29, 2026. Holders of common and preferred shares, voting together as a single class, elected three trustee nominees — Frank J. Fahrenkopf, Jr., Colin J. Kilrain and Salvatore J. Zizza — each to serve until the 2029 Annual Meeting or until a successor is elected and qualified.

The election was treated as a contested election under the Fund’s by-laws, so each trustee was required to receive the affirmative vote of a majority of the Fund’s outstanding shares. Certified results show Fahrenkopf receiving 58,723,425 votes for and 3,009,688 withheld/abstain, Kilrain receiving 60,361,740 for and 1,371,375 withheld/abstain, and Zizza receiving 58,730,870 for and 3,002,242 withheld/abstain.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Frank J. Fahrenkopf, Jr.: 58,723,425 votes Withhold/Abstain for Fahrenkopf: 3,009,688 votes Votes for Colin J. Kilrain: 60,361,740 votes +5 more

8 metrics

Votes for Frank J. Fahrenkopf, Jr. 58,723,425 votes Trustee election at June 29, 2026 Annual Meeting

Withhold/Abstain for Fahrenkopf 3,009,688 votes Trustee election voting outcome

Votes for Colin J. Kilrain 60,361,740 votes Trustee election at reconvened Annual Meeting

Withhold/Abstain for Kilrain 1,371,375 votes Trustee election voting outcome

Votes for Salvatore J. Zizza 58,730,870 votes Trustee election at reconvened Annual Meeting

Withhold/Abstain for Zizza 3,002,242 votes Trustee election voting outcome

Votes for Andre Clemot 20,721,002 votes Nominee vote totals in trustee election

Against votes for Clemot 278,502 votes Nominee vote totals in trustee election

Key Terms

Annual Meeting of Shareholders, preferred shares, contested election, Inspector of Election, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Gabelli Dividend & Income Trust convened its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

preferred shares financial

"the holders of the Fund’s preferred shares voted to elect Anthony S. Colavita"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

contested election financial

"Because the election of trustees ... was considered a contested election under the Fund’s by-laws"

Inspector of Election financial

"The final vote, as certified by the Inspector of Election for the Annual Meeting"

An inspector of election is an independent individual or firm appointed to oversee and verify a company’s shareholder vote, acting like a neutral referee who counts ballots, confirms voter eligibility, and certifies the official results. Investors care because the inspector’s work ensures votes on key issues — such as board members, mergers or executive pay — are tallied fairly and accurately, which protects shareholder rights and preserves confidence in corporate governance.

single class financial

"voting together as a single class"

FAQ

What did The Gabelli Dividend & Income Trust (GDV) announce in this 8-K?

The filing reports final voting results from the reconvened Annual Meeting. Shareholders elected three trustee nominees, along with a previously elected preferred-share trustee, all to serve until the 2029 Annual Meeting or until their successors are elected and qualified.

Which trustees were elected at Gabelli Dividend & Income Trust’s 2026 Annual Meeting?

Shareholders elected Frank J. Fahrenkopf, Jr., Colin J. Kilrain and Salvatore J. Zizza, voting common and preferred shares together. Preferred shareholders had earlier elected Anthony S. Colavita as a trustee, voting separately as a single class, also to serve until the 2029 Annual Meeting.

Why was the Gabelli Dividend & Income Trust Annual Meeting adjourned to June 29, 2026?

The meeting was adjourned from May 11, 2026 to June 29, 2026 to solicit additional shareholder votes. The adjournment focused on electing three trustees by holders of common and preferred shares, voting together as a single class, in what was considered a contested election.

How many votes did Gabelli Dividend & Income Trust trustee nominee Frank J. Fahrenkopf, Jr. receive?

Frank J. Fahrenkopf, Jr. received 58,723,425 votes for election and 3,009,688 votes withheld or abstained. There were no votes recorded against his election, and he was elected to serve until the 2029 Annual Meeting or until a successor is elected.

What were the vote totals for Gabelli Dividend & Income Trust nominee Colin J. Kilrain?

Colin J. Kilrain received 60,361,740 votes for election and 1,371,375 votes withheld or abstained, with no votes recorded against him. These results, certified by the Inspector of Election, met the Fund’s requirement for a majority of outstanding shares in a contested election.

Who is the trustee elected only by preferred shareholders of The Gabelli Dividend & Income Trust?

Preferred shareholders, voting separately as a single class on May 11, 2026, elected Anthony S. Colavita as trustee. He will hold office until the 2029 Annual Meeting of Shareholders or until his successor is duly elected and qualified, as previously disclosed by the Fund.

Was the Gabelli Dividend & Income Trust trustee election considered contested under its by-laws?

Yes. The election of trustees by holders of common and preferred shares, voting together as a single class, was considered a contested election. As a result, each elected trustee was required to receive the affirmative vote of a majority of the Fund’s outstanding shares to be duly elected.

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Available on EDGAR 07/06/2026 - 06:03 AM Accepted by SEC EDGAR 07/06/2026 - 06:00 AM

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): June 29, 2026

The Gabelli Dividend & Income Trust

(Exact name of registrant as specified in its charter)

Delaware

811-21423

80-0080998

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Corporate Center, Rye, New York		10580-1422
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code (800) 422-3554

(Former name or 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	GDV	New York Stock Exchange
Series H Cumulative Preferred Shares	GDV Pr H	New York Stock Exchange
Series K Cumulative Preferred Shares	GDV Pr K	New York Stock Exchange

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 5.07.

Submission of Matters to a Vote of Security Holders.

As previously disclosed, on May 11, 2026, The Gabelli Dividend & Income Trust (the “Fund”) convened its Annual Meeting of Shareholders (the “Annual Meeting”) and the holders of the Fund’s preferred shares voted to elect Anthony S. Colavita, the Trustee nominee standing for election by the holders of preferred shares only, voting separately as a single class, to hold office until the 2029 Annual Meeting of Shareholders (the “2029 Annual Meeting”) or until his successor is duly elected and qualified. The Annual Meeting was adjourned to June 29, 2026, to permit the solicitation of additional shareholder votes with respect to the election of three Trustees by the holders of common shares and preferred shares of the Fund, voting together as a single class.

At the reconvened Annual Meeting held on June 29, 2026, holders of common shares and preferred shares of the Fund, voting together as a single class, elected each of the Fund’s three Trustee nominees, Frank J. Fahrenkopf, Jr., Colin J. Kilrain and Salvatore J. Zizza, to hold office until the 2029 Annual Meeting or until their respective successors are duly elected and qualified. Because the election of trustees by the holders of common shares and preferred shares voting together as a single class was considered a contested election under the Fund’s by-laws, each of Messrs. Fehernkopf and Zizza and Vice Admiral Kilrain received the affirmative vote of a majority of the Fund’s outstanding shares, to be duly elected.

The final vote, as certified by the Inspector of Election for the Annual Meeting, was as follows:

Nominee	For		Against		Withhold/ Abstain
Frank J. Fahrenkopf, Jr.		58,723,425		0		3,009,688
Colin J. Kilrain		60,361,740		0		1,371,375
Salvatore J. Zizza		58,730,870		0		3,002,242
Andre Clemot		20,721,002		278,502		73,551

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 DIVIDEND & INCOME TRUST

Date: July 6, 2026	By:	/s/ John C. Ball
	Name:	John C. Ball
	Title:	President and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents