03/19/2026 | Press release | Distributed by Public on 03/19/2026 14:36
SCHEDULE 14AINFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by 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 Sec. 240.14a-12 |
The Gabelli Multimedia Trust Inc.
(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: | |
| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: | |
| 4) | Date Filed: | |
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1.
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To elect four (4) Directors of the Fund to be elected by the holders of the Fund's common stock and holders of its 5.125% Series E Cumulative Preferred Stock and 5.125% Series G Cumulative Preferred Stock (together, the "Preferred Stock"), voting together as a single class; and
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2.
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To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments or postponements thereof.
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1.
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Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.
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2.
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Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration.
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3.
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All Other Accounts: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
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Registration
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Valid Signature
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Corporate Accounts
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(1)ABC Corp.
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ABC Corp., John Doe, Treasurer
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(2)ABC Corp.
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John Doe, Treasurer
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(3)ABC Corp.
c/o John Doe, Treasurer |
John Doe
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(4)ABC Corp., Profit Sharing Plan
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John Doe, Trustee
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Trust Accounts
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(1)ABC Trust
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Jane B. Doe, Trustee
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(2)Jane B. Doe, Trustee
u/t/d 12/28/78 |
Jane B. Doe
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Custodian or Estate Accounts
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(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA |
John B. Smith
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(2)John B. Smith, Executor
Estate of Jane Smith |
John B. Smith, Executor
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1
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Name and Address of Beneficial Owner(s)
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Title of Class
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Amount of Shares
and Nature of Ownership
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Percent of Class
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GAMCO Investors, Inc. and affiliates
One Corporate Center
Rye, NY 10580-1422
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Common
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2,707,050*
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6.5%
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Fidelity & Guaranty Life Insurance Co.
801 Grand Ave., Suite 2600
Des Moines, IA 50309
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Preferred
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360,482
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13.0%
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Americo Investment Advisors Inc.
P.O. Box 410288
Kansas City, MO 64141
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Preferred
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280,000
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10.1%
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*
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The shares reported are comprised of 1,054,154 shares of Common Stock owned by Mr. Gabelli; 1,158,396 shares owned by GGCP, Inc. (GGCP), of which Mr. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder; 432,582 shares owned by Associated Capital Group, Inc. (ACG), of which Mr. Gabelli is the Executive Chair and controlling shareholder; 2,918 shares owned by Gabelli & Company Investment Advisers, Inc. (GCIA), a majority owned subsidiary of Associated Capital Group, Inc.; 25,000 shares owned by Gabelli Foundation, Inc.; 3,000 Common Shares owned by GAMCO Asset Management Inc. and 31,000 shares owned by GAMCO Investors, Inc. Mr. Gabelli has less than a 100% interest in each of these entities and disclaims beneficial ownership of the shares owned by these entities which are in excess of his indirect pecuniary interest.
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Proposal
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Common Stockholders
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Preferred Stockholders
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Election of Directors
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Common and Preferred Stockholders, voting together as a single class, vote
to elect four Directors:
Frank J. Fahrenkopf, Jr.
Werner J. Roeder
Salvatore J. Zizza
Daniel E. Zucchi
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Common and Preferred Stockholders, voting together as a single class, vote
to elect four Directors:
Frank J. Fahrenkopf, Jr.
Werner J. Roeder
Salvatore J. Zizza
Daniel E. Zucchi
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Other Business
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Common and Preferred Stockholders, voting together as a single class
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2
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3
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Name, Position(s),
Address(1)
and Year of Birth
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Term of
Office and
Length of
Time
Served(2)
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Principal Occupation(s)
During Past Five Years
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Other Directorships
Held by Director
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Number of
Portfolios in
Fund Complex(3)
Overseen
by Director
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INTERESTED DIRECTORS(4):
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Mario J. Gabelli
Chairman and
Chief Investment Officer
1942
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Since 1994**
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Chairman, Co-Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies within the Gabelli Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chair of Associated Capital Group, Inc.
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Director of Morgan Group Holding Co. (holding company) (2001-2019); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications) (2013-2018)
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30(9)
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Christopher J. Marangi Director
1974
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Since 2013**
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Managing Director and Co-Chief Investment Officer of the Value team of GAMCO Investors, Inc.; Portfolio Manager for Gabelli Funds, LLC and GAMCO Asset Management Inc.
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-
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6
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INDEPENDENT DIRECTORS/NOMINEES(5):
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Calgary Avansino(7)
Director
1975
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Since 2021**
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Chief Executive Officer,
Glamcam (2018-2020)
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Trustee, Cate School; Trustee, the E.L. Wiegand Foundation; Member, the Common Sense Media Advisory Council
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5
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John Birch(7)
Director
1950
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Since 2019***
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Partner, The Cardinal Partners Global; Chief Operating Officer of Sentinel Asset Management and Chief Financial Officer and Chief Risk Officer of Sentinel Group Funds (2005-2015)
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-
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10
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Elizabeth C. Bogan
Director
1944
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Since 2021***
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Former Senior Lecturer in Economics at Princeton University
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-
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12
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Anthony S. Colavita(6)
Director
1961
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Since 2021**
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Attorney, Anthony S. Colavita, P.C.; Supervisor, Town of Eastchester, NY
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-
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23
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James P. Conn(6)
Director
1938
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Since 1994***
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Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998)
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-
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23
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Frank J. Fahrenkopf, Jr.(7)
Director
1939
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Since 1999*
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Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican National Committee (1983-1989)
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Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company)
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11
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Werner J. Roeder
Director
1940
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Since 1999*
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Retired physician; Former Vice President of Medical Affairs (Medical Director) of New York Presbyterian/ Lawrence Hospital (1999-2014)
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-
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20
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4
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Name, Position(s),
Address(1)
and Year of Birth
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Term of
Office and
Length of
Time
Served(2)
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Principal Occupation(s)
During Past Five Years
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Other Directorships
Held by Director
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Number of
Portfolios in
Fund Complex(3)
Overseen
by Director
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Susan Watson Laughlin
Director
1952
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Since 2024***
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Executive Search Associate with Spencer Stuart (2010-2016);
President of Investor Relations Association (1998-2000)
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Director, PMV Consumer Acquisition Corp.
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2
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Salvatore J. Zizza(7)
Director
1945
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Since 1994*
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President, Zizza & Associates
Corp. (private holding company);
Chairman of Bergen Cove Realty Inc.
(residential real estate)
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Director and Chairman of Trans- Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals) (2009-2018); Retired Chairman of BAM (semiconductor and aerospace manufacturing); Director of Bion Environmental Technologies, Inc.
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35
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Daniel E. Zucchi
Director
1940
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Since 2019*
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President of Zucchi & Associates
(general business consulting); Senior
Vice President of Hearst Corp. (1984-
1995)
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Cypress Care LLC (health care) (2001-2009); Director, PMV Consumer Acquisition Corp
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3
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Name, Position(s),
Address(1)
and Year of Birth
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Term of
Office and
Length of
Time
Served(8)
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Principal Occupation(s)
During Past Five Years
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John C. Ball
President, Treasurer, and Principal Financial and Accounting Officer
1976
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Since 2017
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Senior Vice President of GAMCO Investors, Inc.; President and Chief Operating Officer of Gabelli Funds, LLC; Chief Executive Officer of G. Distributors, LLC; Officer of registered investment companies within the Gabelli Fund Complex
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Peter Goldstein
Secretary and
Vice President 1953
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Since 2020
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Chief Legal Officer, GAMCO Investors, Inc. and Chief Legal Officer, Associated Capital Group, Inc. since 2021; General Counsel and Chief Compliance Officer, Buckingham Capital Management, Inc. (2012-2020); Chief Legal Officer and Chief Compliance Officer, The Buckingham Research Group, Inc. (2012-2020)
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Richard J. Walz
Chief Compliance Officer
1959
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Since 2013
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Chief Compliance Officer of registered investment companies within the Gabelli Fund
Complex since 2013
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Laurissa M. Martire
Vice President
1976
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Since 2004
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Vice President and/or Ombudsman of closed-end funds within the Gabelli Fund Complex; Senior Vice President (since 2019) of GAMCO Investors, Inc.
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Carter W. Austin
Vice President and
Ombudsman
1966
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Since 2010
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Vice President and/or Ombudsman of closed-end funds within the Gabelli Fund Complex; Senior Vice President (since 2015) of Gabelli Funds, LLC
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(1)
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Address: One Corporate Center, Rye, NY 10580-1422.
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(2)
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The Fund's Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term.
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(3)
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The "Fund Complex" or the "Gabelli Fund Complex" includes all the U.S. registered investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers.
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(4)
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"Interested person" of the Fund as defined in the 1940 Act. Messrs. Gabelli and Marangi are each considered to be an "interested person" of the Fund because of their affiliation with the Fund's Adviser.
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(5)
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Directors who are not considered to be "interested persons" of the Fund as defined in the 1940 Act are considered to be "Independent" Directors. None of the Independent Directors (with the possible exceptions as described in this proxy statement) nor their family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by, or under common control with the Adviser as of December 31, 2025.
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(6)
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Director elected solely by holders of the Fund's Preferred Stock.
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5
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(7)
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Mr. Fahrenkopf's daughter, Leslie F. Foley, serves as a director of other funds in the Gabelli Fund Complex. Ms. Avansino is the daughter of Raymond C. Avansino, Jr., who is a Director of GAMCO Investors, Inc., the parent company of the Fund's Adviser. Mr. Zizza is an independent director of Gabelli International Ltd., and Mr. Birch is a director of Gabelli Merchant Partners, GAMCO International SICAV, Gabelli Associates Limited, and Gabelli Associates Limited II E, both of which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Fund's Adviser.
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(8)
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Includes time served in prior positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.
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(9)
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As of December 31, 2025, there are a total of 52 registered investment companies in the Fund Complex. Of the 52 registered investment companies, Mr. Gabelli serves as a director or trustee for 30 funds, sole portfolio manager of 6 funds, and part of the portfolio management team of 14 funds.
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*
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Nominee to serve, if elected, until the Fund's 2029 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.
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**
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Term continues until the Fund's 2028 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.
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***
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Term continues until the Fund's 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.
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6
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7
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8
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9
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Name of Director/Nominee
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Dollar Range of Equity
Securities Held
in the Fund*(1)
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Aggregate Dollar Range of Equity
Securities Held in the
Family of Investment Companies*(1)(2)
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INTERESTED DIRECTORS:
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Mario J. Gabelli
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E
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E
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Christopher J. Marangi
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D
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E
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INDEPENDENT DIRECTORS/NOMINEES:
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Calgary Avansino
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A
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B
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John Birch
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C
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E
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Elizabeth C. Bogan
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A
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E
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Anthony S. Colavita
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A
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B
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James P. Conn
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C
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E
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Frank J. Fahrenkopf, Jr.
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A
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E
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Werner J. Roeder
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A
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E
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Susan Watson Laughlin
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C
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E
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Salvatore J. Zizza
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C
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E
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Daniel E. Zucchi
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A
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E
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*
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Key to Dollar Ranges
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A.
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None
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B.
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$1 - $10,000
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C.
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$10,001 - $50,000
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D.
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$50,001 - $100,000
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E.
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Over $100,000
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(1)
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This information has been furnished by each Director and nominee for election as Director as of December 31, 2025. "Beneficial Ownership" is determined in accordance with Rule 16a-l(a)(2) of the 1934 Act.
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(2)
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The term "Family of Investment Companies" includes two or more registered funds that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. Currently, the registered funds that comprise the "Fund Complex" are identical to those that comprise the "Family of Investment Companies."
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10
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Name of Director/Nominee/Officer
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Amount and Nature of
Beneficial Ownership(1)
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Percent of Class of
Shares Outstanding(2)
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INTERESTED DIRECTORS:
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Mario J. Gabelli
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2,679,050 Common Stock(3)
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7.0%
|
||||
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Christopher J. Marangi
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1,107 Common Stock
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*
|
||||
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2,000 Series E Preferred
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*
|
|||||
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2,000 Series G Preferred
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*
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|||||
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INDEPENDENT DIRECTORS/NOMINEES:
|
||||||
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Calgary Avansino
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0
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*
|
||||
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John Birch
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5,700 Common Stock
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*
|
||||
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Elizabeth C. Bogan
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0
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*
|
||||
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Anthony S. Colavita
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0
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*
|
||||
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James P. Conn
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4,188 Common Stock
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*
|
||||
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Frank J. Fahrenkopf, Jr.
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0
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*
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||||
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Werner J. Roeder
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0
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*
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Susan Watson Laughlin
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6,227 Common Stock
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*
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||||
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Salvatore J. Zizza
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11,037 Common Stock
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*
|
||||
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900 Series E Preferred(4)
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*
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|||||
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Daniel E. Zucchi
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0
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*
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EXECUTIVE OFFICERS:
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John C. Ball
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147 Common Stock
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*
|
||||
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Peter Goldstein
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0
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*
|
||||
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Richard J. Walz
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0
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*
|
||||
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(1)
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This information has been furnished by each Director, including each nominee for election as Director, and executive officer as of December 31, 2025. "Beneficial Ownership" is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Stock unless otherwise noted.
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(2)
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An asterisk indicates that the ownership amount constitutes less than 1% of the total shares of such class outstanding. The ownership of the Directors, including nominees for election as Director, and executive officers as a group constitutes 8.0% of the total Common Stock outstanding and less than 1.0% of the total Preferred Stock outstanding.
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(3)
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The shares reported are comprised of 1,054,154 shares of Common Stock owned by Mr. Gabelli; 1,133,396 shares owned by GGCP, Inc. (GGCP), of which Mr. Gabelli is the Chief Executive Officer, a director, and the controlling shareholder; 31,000 shares owned by GAMCO Investors, Inc. (GAMI), of which Mr. Gabelli is the Chairman and Co-Chief Executive Officer, a director, and the controlling shareholder; 432,582 shares owned by Associated Capital Group, Inc. (ACG), of which Mr. Gabelli is the Executive Chair and controlling shareholder; 2,918 shares owned by Gabelli & Company Investment Advisers, Inc. (GCIA), a majority owned subsidiary of Associated Capital Group, Inc.; 25,000 shares owned by Gabelli Foundation, Inc. Mr. Gabelli has less than a 100% interest in each of these entities and disclaims beneficial ownership of the shares owned by these entities which are in excess of his indirect pecuniary interest.
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(4)
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All 900 shares of Series E Preferred Stock are owned by Mr. Zizza's spouse.
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11
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Name of Independent
Director/Nominee
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Name of Owner and
Relationships to
Director/Nominee
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Company
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Title of Class
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Value of
Interests(1)
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Percent of
Class(2)
|
||||||||||
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James P. Conn
|
Same
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PMV Consumer Acquisitions Corp.
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Warrants
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$4
|
*
|
||||||||||
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Frank J. Fahrenkopf, Jr.
|
Same
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Gabelli Associates Limited II E
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Membership Interests
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$ 1,852,914
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2.01%
|
||||||||||
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Salvatore J. Zizza
|
Same
|
Gabelli Associates Fund
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Limited Partner Interests
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$ 3,027,660
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1.98%
|
||||||||||
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Salvatore J. Zizza
|
Same
|
Gabelli Performance Partnership L.P.
|
Limited Partner Interests
|
$422,118
|
*
|
||||||||||
|
(1)
|
This information has been furnished as of December 31, 2025.
|
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(2)
|
An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding.
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12
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|
•
|
The name of the stockholder and evidence of the stockholder's ownership of shares of the Fund, including the number of shares owned and the length of time of ownership;
|
|
•
|
The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Director of the Fund, and the person's consent to be named as a Director if selected by the Nominating Committee and nominated by the Board of Directors; and
|
|
•
|
If requested by the Nominating Committee, a completed and signed director's questionnaire.
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13
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|
14
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Name of Person and Position
|
Aggregate
Compensation from
the Fund
|
Aggregate Compensation from
the Fund and Fund Complex
Paid to Directors*
|
|||||||
|
INTERESTED DIRECTORS:
|
|||||||||
|
Mario J. Gabelli
Chairman and Chief Investment Officer
|
$0
|
$0
|
(30)
|
||||||
|
Christopher J. Marangi
Director
|
$0
|
$0
|
(6)
|
||||||
|
INDEPENDENT DIRECTORS/NOMINEES:
|
|||||||||
|
Calgary Avansino
Director
|
$8,500
|
$52,500
|
(5)
|
||||||
|
John Birch
Director
|
$14,500
|
$71,000
|
(10)
|
||||||
|
Elizabeth C. Bogan
Director
|
$8,500
|
$152,500
|
(12)
|
||||||
|
Anthony S. Colavita
Director
|
$8,500
|
$174,500
|
(23)
|
||||||
|
James P. Conn
Director
|
$10,500
|
$291,000
|
(23)
|
||||||
|
Frank J. Fahrenkopf, Jr.
Director
|
$10,500
|
$160,000
|
(11)
|
||||||
|
Werner J. Roeder
Director
|
$11,500
|
$168,825
|
(20)
|
||||||
|
Susan Watson Laughlin
Director
|
$8,500
|
$34,500
|
(2)
|
||||||
|
Salvatore J. Zizza
Director
|
$11,500
|
$328,750
|
(35)
|
||||||
|
Daniel E. Zucchi
Director
|
$8,500
|
$27,825
|
(3)
|
||||||
|
OFFICER:
|
|||||||||
|
Carter W. Austin
Vice President and Ombudsman
|
$72,725
|
||||||||
|
*
|
Represents the total compensation paid to such persons during the fiscal year ended December 31, 2025, by investment companies (including the Fund) or portfolios that are part of the Fund Complex. The number in parentheses represents the number of such investment companies and portfolios.
|
|
15
|
|
16
|
|
Fiscal Year Ended
December 31
|
Audit Fees
|
Audit
Related Fees
|
Tax Fees*
|
All Other Fees
|
||||||||
|
2024
|
$49,212
|
$5,000
|
$4,735
|
-
|
||||||||
|
2025
|
$50,197
|
$7,500
|
$4,830
|
-
|
||||||||
|
*
|
"Tax Fees" are those fees billed by PricewaterhouseCoopers in connection with tax compliance services, including primarily the review of the Fund's income tax returns.
|
|
17
|
|
18
|
|
•
|
one-tenth or more but less than one-third;
|
|
•
|
one-third or more but less than a majority; or
|
|
•
|
a majority or more of all voting power.
|
|
19
|
|
20
|