Item 7.01. Regulation FD Disclosure.
On November 2, 2021, the Board of Directors (the "Board") of BlackRock
MuniHoldings Fund, Inc., a Maryland corporation (the "Fund"), adopted
resolutions to cause the Fund to be subject to the Maryland Control Share
Acquisition Act (the "MCSAA"), effective November 2, 2021, and elected to
classify the Board, effective November 18, 2021, pursuant to provisions of the
Maryland General Corporation Law. Also on November 2, 2021, the Board approved
amending and restating the bylaws of the Fund in their entirety (the "Amended
and Restated Bylaws") to reflect the Fund's election to be subject to the MCSAA,
classify the Board and amend Article I, Section 11 of the bylaws relating to the
election of Directors. The Amended and Restated Bylaws provide that the
provisions of the MCSAA do not apply to, among other things, the voting rights
of the holders of any shares of preferred stock of the Fund (but only with
respect to such preferred stock) or to the voting rights of any person acquiring
shares of stock of the Fund in a control share acquisition (as defined in the
MCSAA) if, prior to the acquisition, the person obtains approval of the Board
exempting the acquisition from the MCSAA specifically, generally, or generally
by types, which exemption may include the person and the person's affiliates or
associates or other persons. The Amended and Restated Bylaws are effective
November 2, 2021. A copy of the Amended and Restated Bylaws is included as
Exhibit 3.1 to this report and incorporated by reference herein. The initial
classes of Directors of the Fund are set out in Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amended and Restated Bylaws of BlackRock MuniHoldings Fund, Inc.,
effective as of November 2, 2021
99.1 Initial Classes of Directors
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