Saba urges GOLD proxy for GDV (NYSE: GDV) as 5.94% stake shown

Rhea-AI Filing Summary

Saba Capital supplemented its proxy materials for The Gabelli Dividend & Income Trust’s 2026 annual meeting. The supplement confirms the Annual Meeting is scheduled for May 11, 2026 and the record date was March 12, 2026.

The filing states shares outstanding by class on the record date and that Saba and affiliates beneficially own 5,191,878 Common Shares (representing 5.94% of outstanding Common Shares). The supplement urges shareholders to revoke white proxy cards and return the GOLD proxy card to vote for Saba’s nominees.

Key Figures

Annual Meeting: May 11, 2026 Record Date: March 12, 2026 Common Shares Outstanding: 87,446,297 shares +2 more

5 metrics

Annual Meeting May 11, 2026 scheduled meeting date

Record Date March 12, 2026 date for determining shareholders entitled to vote

Common Shares Outstanding 87,446,297 shares outstanding as of the Record Date

Saba Beneficial Ownership 5,191,878 shares aggregate beneficial ownership reported by Saba

Saba Ownership % of Common 5.94% percentage of outstanding Common Shares as of the Record Date

Key Terms

Record Date, legal proxy, plurality, GOLD proxy card

4 terms

Record Date regulatory

"The Fund has set the record date for determining shareholders entitled to notice of and to vote as March 12, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

legal proxy regulatory

"you must have written authority from the record owner to vote your shares in the form of a "legal proxy""

plurality corporate governance

"the election of the Preferred Shares Nominee requires the affirmative vote of a plurality of the Preferred Shares"

GOLD proxy card corporate governance

"We urge you to sign, date and return the GOLD proxy card to vote "FOR" the Nominee"

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12

The Gabelli Dividend & Income Trust

(Name of Registrant as Specified In Its Charter)

Saba Capital Management, L.P.

Saba Capital Master Fund, Ltd.

Boaz R. Weinstein

Andre Clemot

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ	No fee required.
¨	Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

DATED April 6, 2026

The Gabelli Dividend & Income Trust

SUPPLEMENT TO THE PROXY STATEMENT OF

Saba Capital Management, L.P.

_________________________

PLEASE SIGN, DATE AND MAIL THE GOLD PROXY CARD TODAY

The following supplements and amends the definitive proxy statement (this “Supplement”), filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026 (the “Saba Proxy Statement”) by Saba Capital Management, L.P. and certain of its affiliates (“Saba”) in connection with its solicitation of proxies (the “Proxy Solicitation”) from the shareholders of The Gabelli Dividend & Income Trust, a Delaware Statutory Trust and a closed-end management investment company registered under the Investment Company Act of 1940 (the “Fund”) in connection with the 2026 annual meeting of shareholders, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”).

Except as described in this supplement, the information provided in the Saba Proxy Statement continues to apply and this supplement should be read in conjunction with the Saba Proxy Statement. To the extent the following information differs from, updates or conflicts with information contained in the Saba Proxy Statement, the supplemental information below is more current. Capitalized terms used herein, but not otherwise defined shall have the meanings set forth in the Saba Proxy Statement. If you need another copy of the Saba Proxy Statement, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090, or banks and brokers may call collect at (203) 972-9300.

Supplemental Disclosures

According to the Fund’s definitive proxy statement, filed with the SEC on April 11, 2025 (the “Fund’s Proxy Statement”), the Annual Meeting is scheduled to be held on Monday, May 11, 2026, at 11:30 a.m., ET, at Indian Harbor Yacht Club, 710 Steamboat Road, Greenwich, Connecticut, 06830. According to the Fund’s Proxy Statement, the Fund has set the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting as March 12, 2026 (the “Record Date”). On the Record Date, there were 87,446,297 Common Shares, 1,907,388 Series H Preferred, 5,804 Series J Preferred, 5,403,016 Series K Preferred, and 21,996,000 Series M Preferred outstanding. As of the close of business on the Record Date, the Participants may be deemed to “beneficially own” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in the aggregate, 5,191,878 Common Shares (including 1,022 Common Shares held in record name), representing 5.94% of the outstanding Common Shares.

According to the Fund’s Proxy Statement, the election of the Preferred Shares Nominee requires the affirmative vote of a plurality of the Preferred Shares that are present in person or represented by proxy and entitled to vote in the election of trustees at the Annual Meeting. Accordingly, at the Annual Meeting, the election of the Preferred Shares Nominee requires the affirmative vote of a plurality of the Preferred Shares outstanding and entitled to vote. “Withhold” votes will have no effect on the outcome of Proposal 1(b). Any votes received by Saba with respect to the election of the Preferred Shares Nominees on Proposal 1(b) that are marked “against” or “abstain” will be deemed to have the same effect as if they were marked “withhold”.

If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing a GOLD proxy card or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. You may change your proxy instructions or revoke your proxy by following the instructions under “Can I change my vote or revoke my proxy?” copied below.

Can I change my vote or revoke my proxy?

If you are the shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

· signing, dating and returning the GOLD proxy card in the postage-paid envelope provided or signing, dating and returning a white proxy card (the latest dated proxy is the only one that counts);

· delivering a written revocation to the secretary of the Fund at One Corporate Center, Rye, New York 10580-1422; or

· attending the Annual Meeting and voting by ballot in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee. If you attend the Annual Meeting and you beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke any previously submitted proxy card. You must have written authority from the record owner to vote your shares held in its name at the meeting in the form of a “legal proxy” issued in your name from the bank, broker or other nominee that holds your shares. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

IF YOU HAVE ALREADY VOTED USING THE FUND’S WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective if delivered to the Fund, we request that a copy of any revocation be mailed to Saba Capital Management, L.P., c/o InvestorCom, 1055 Washington Boulevard, Suite 520, Stamford, CT 06901, so that we will be aware of all revocations.

We urge you to sign, date and return the GOLD proxy card to vote “FOR” the Nominee in Proposal 1(a).

If you have any questions or require any assistance with voting your proxy card, please contact our proxy solicitor:

1055 Washington Boulevard – Suite 520

Stamford, CT 06901
Toll Free (877) 972-0090

Banks and Brokers call collect (203) 972-9300

E-mail: Saba@investor-com.com

FAQ

What date is GDV's 2026 annual meeting?

The Annual Meeting is scheduled for May 11, 2026. The meeting will be held at Indian Harbor Yacht Club in Greenwich, Connecticut. The schedule and meeting location are disclosed in the Fund’s definitive proxy statement.

What was the record date and outstanding share counts for GDV?

The record date was March 12, 2026. On that date there were 87,446,297 Common Shares and multiple preferred series outstanding, listed with series-specific counts in the proxy materials.

How many shares does Saba report beneficially owning in GDV?

Saba reports beneficial ownership of 5,191,878 Common Shares. The filing states this represents 5.94% of the outstanding Common Shares as of the record date.

What voting action does Saba request from GDV shareholders?

Saba urges shareholders to sign, date, and mail the GOLD proxy card. The supplement instructs revoking any white proxy card and provides contact details for the proxy solicitor for assistance with voting.

Will mere attendance at the GDV meeting revoke a proxy?

No — mere attendance will not revoke a previously submitted proxy. Beneficial owners who are not record holders must present a written legal proxy from their broker, bank, or nominee to vote in person.