Kayne Anderson Fund Maintains Strong Board Independence Despite Director Departure

Rhea-AI Filing Summary

Kayne Anderson Energy Infrastructure Fund (NYSE:KYN) reported in an 8-K filing that Caroline A. Winn has resigned from the Board of Directors, effective June 24, 2025. Winn, who served as an Independent Director and member of the Audit Committee, resigned following her promotion to executive vice president at Sempra overseeing Southern California Gas Company and San Diego Gas & Electric Company. Her Class III director term would have expired at the 2028 annual meeting. The resignation was not due to any disagreements with the company's operations, policies, or practices. Following her departure, the Board now consists of seven directors, with six qualifying as Independent Directors.

Positive

• Board maintains strong independence ratio with 85% independent directors
• Resignation was due to positive career advancement, not company issues
• No disagreements reported with company operations or policies

Negative

• Loss of experienced Audit Committee member
• Unexpected mid-term board departure creates temporary governance gap

Insights

Corporate Governance Analyst

Board composition remains strong with 85% independent directors despite unexpected resignation of audit committee member.

The resignation of Caroline A. Winn, while unexpected, does not significantly impact board independence or oversight capabilities. The maintenance of a strong independent director majority (6 out of 7, or 85%) continues to align with best governance practices. The departure from the Audit Committee creates an immediate need to rebalance committee compositions, but the remaining board size is adequate for a fund of this nature. The reason for resignation - a promotion at another company - suggests no underlying governance concerns. However, the board should prioritize filling the Audit Committee vacancy to maintain optimal oversight effectiveness.

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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 24, 2025

Kayne Anderson Energy Infrastructure Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland		811-21593		56-2474626
(State or other jurisdiction of  incorporation)		(Commission File Number)		(IRS Employer Identification No.)

717 Texas Avenue, Suite 2200 Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 657-3863

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 Stock, par value $0.001		KYN		NYSE

☐ 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).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2025, Caroline A. Winn notified Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) of her decision to resign from the Board of Directors of the Company (the “Board”), effective immediately. Ms. Winn qualified as a “disinterested” director of the Company (an “Independent Director”) under the Investment Company Act of 1940, as amended. Ms. Winn was designated as a Class III director with a remaining term that otherwise would have expired at the annual meeting of stockholders in 2028 unless reelected. At the time of her resignation, Ms. Winn served on the Audit Committee of the Board.

Ms. Winn confirmed that her decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Winn was recently promoted to the position of executive vice president of Sempra overseeing Southern California Gas Company and San Diego Gas & Electric Company. The Company congratulates Ms. Winn on her promotion and sincerely thanks her for more than three years of dedicated service on the Board.

Following her resignation, the Board is comprised of seven directors, six of whom are Independent Directors.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kayne Anderson Energy infrastructure fund, inc.
Date: June 25, 2025	By:	/s/ James C. Baker, Jr.
		Name:	James C. Baker Jr.
		Title:	President, Chief Executive Officer and Chairman of the Board of Directors

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FAQ

Why did Caroline Winn resign from KYN's Board of Directors?

Caroline Winn resigned following her promotion to executive vice president at Sempra, where she will oversee Southern California Gas Company and San Diego Gas & Electric Company. Her resignation was not due to any disagreements with the company's operations, policies, or practices.

How many independent directors remain on KYN's board after Winn's resignation?

Following Winn's resignation, six out of seven directors (85%) qualify as Independent Directors under the Investment Company Act of 1940.

When would Caroline Winn's term have expired on KYN's board?

As a Class III director, Winn's term would have expired at the annual meeting of stockholders in 2028 unless reelected.

What committees did Caroline Winn serve on at KYN?

Caroline Winn served as a member of the Audit Committee of the Board at the time of her resignation.