Kayne Anderson Energy Infrastructure Fund, Inc.
For the period ended Feb 28, 2024. Filed Feb 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 28, 2024 · Filed Feb 28, 2024
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DEF 14A 1 ef169331_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
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| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
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Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN)
Dear Fellow Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) to be held on April 3, 2024, at 10:00 a.m. Central Time at the offices of Kayne Anderson, 717 Texas Avenue, Suite 2200, Houston, TX 77002.
For the Company, you will be asked to (i) elect two directors of the Company, and (ii) ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending November 30, 2024.
Enclosed with this letter are (i) answers to questions you may have about the proposals, (ii) the formal notice of the meeting, (iii) the proxy statement, which gives detailed information about the proposals and why the Board of Directors of the Company recommends that you vote to approve them, and (iv) an actual written proxy for you to sign and return.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. We request that you promptly vote your shares via the internet, telephone, or complete, sign, and date the enclosed proxy card and return it in the enclosed envelope. If you have any questions about the enclosed proxy or need any assistance in voting your shares, please call 1-877-657-3863.
Sincerely,
James C. Baker, Jr.
Chairman of the Board of Directors, President and CEO
ANSWERS TO SOME IMPORTANT QUESTIONS
Q. WHAT AM I BEING ASKED TOVOTE “FOR” ON THIS PROXY?
A. This proxy contains the following proposals for the Company:
Proposal One — to elect two directors to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Proposal Two — to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2024.
Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?
A. The Board of Directors of the Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card.
Q. HOW CAN I VOTE?
A. Voting is quick and easy. You may vote your shares via the internet, by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot), or by simply completing and signing the enclosed proxy ballot and mailing it in the postage-paid envelope included in this package. You may also vote during the meeting if you are able to attend the meeting. However, even if you plan to attend the meeting, we urge you to cast your vote early. That will ensure your vote is counted should your plans change.
This information summarizes information that is included in more
detailin the proxy statement. We urge you to read theproxy statement carefully.
If you have questions, call 1-877-657-3863.
i
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Kayne Anderson Energy Infrastructure Fund, Inc.:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Kayne Anderson Energy Infrastructure Fund, Inc., a Maryland corporation (the “Company”), will be held on April 3, 2024, at 10:00 a.m. Central Time at the offices of Kayne Anderson, 717 Texas Avenue, Suite 2200, Houston, TX 77002 for the following purposes:
To electtwo directors of the Company to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified; and
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2024.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice.
Stockholders of record as of the close of business on February 20, 2024 are entitled to notice of and to vote at the meeting (or any adjournment or postponement of the meeting thereof).
By Order of the Board of Directors of the Company,
Michael J. O’Neil
Secretary
Houston, Texas
ii
Table of Contents
| Proxy Statement | 1 |
|---|---|
| Proposal One: Election of Directors | 3 |
| Nominee for Independent Director | 4 |
| Nominee for Interested Director | 5 |
| Remaining Independent Directors | 6 |
| Director Compensation | 9 |
| Committees of the Board of Directors | 10 |
| Information About Each Director’s Qualifications, Experience, Attributes or Skills | 13 |
| Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm | 17 |
| Independent Accounting Fees and Policies | 17 |
| Audit Committee Report | 19 |
| Information About Executive Officers | 20 |
| Compensation Discussion and Analysis | 23 |
| Security Ownership of Management and Certain Beneficial Owners | 23 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 27 |
| Corporate Governance | 28 |
| Other Matters | 30 |
| More Information About the Meeting | 30 |
| Investment Adviser | 32 |
| Administrator | 32 |
| Householding of Proxy Materials | 32 |
| Stockholder Proposals | 33 |
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.