Form 4: Kayne Anderson Energy Infrastructure Fund Announces Director Caroline Winn's Resignation

Caroline Ann Winn has resigned from the Board of Directors of Kayne Anderson Energy Infrastructure Fund, Inc., effective immediately, due to a recent promotion at Sempra.

Summary

• Caroline Ann Winn resigned from the Board of Directors of Kayne Anderson Energy Infrastructure Fund, Inc. (KYN) on June 24, 2025, effective immediately.
• Ms. Winn served as an Independent Director and was a Class III director with a term set to expire at the annual meeting of stockholders in 2028.
• She was also a member of the Board's Audit Committee at the time of her resignation.
• Her decision to resign was prompted by her promotion to executive vice president at Sempra, where she will oversee Southern California Gas Company and San Diego Gas & Electric Company.
• The Company confirmed that her resignation was not due to any disagreement regarding KYN's operations, policies, or practices.
• Following her departure, KYN's Board now consists of seven directors, with six of them being Independent Directors.

Sentiment

Score: 7

Explanation: The sentiment is generally positive to neutral. While a director's resignation is a change, the document explicitly states it was not due to disagreements and was prompted by a significant career advancement for the director. The company expressed gratitude and confirmed the board's continued strong independent majority.

Positives

• The resignation was explicitly stated not to be a result of any disagreement with the Company's operations, policies, or practices, indicating no internal conflict.
• Ms. Winn's departure is due to a significant career advancement (promotion to executive vice president at Sempra), reflecting positively on her capabilities.
• The Board maintains a strong majority of Independent Directors (six out of seven), ensuring continued robust corporate governance.

Negatives

• Loss of an experienced Independent Director, Caroline Ann Winn, who served for more than three years.
• Her departure creates a vacancy on the Audit Committee, which is a critical oversight body.
• The Board size has been reduced from eight to seven directors.

Risks

• Potential for a temporary gap in specific expertise or continuity on the Audit Committee until a replacement director is appointed.
• The need to identify and appoint a suitable replacement Independent Director to maintain board strength and committee functionality.

Future Outlook

The document indicates that following Ms. Winn's resignation, the Board of Directors will consist of seven directors, with six maintaining their status as Independent Directors, ensuring continued independent oversight.

Management Comments

• "The Company congratulates Ms. Winn on her promotion and sincerely thanks her for more than three years of dedicated service on 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."

Industry Context

This announcement pertains to a change in the corporate governance structure of an energy infrastructure fund. While specific industry trends are not detailed, the departure of a director for a promotion within the broader utilities sector (Sempra) highlights the interconnectedness of leadership talent across the energy and utility industries.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Experience a change in board composition and oversight, though the company emphasizes no underlying disagreements.
• Employees: Indirectly impacted by changes in corporate governance structure.

Key Dates

Keywords

Kayne Anderson Energy Infrastructure Fund, KYN, Director Resignation, Corporate Governance, Board of Directors, Independent Director, SEC Form 4, Caroline Ann Winn, Sempra