NML Seeks Re-Election of Four Directors, Citing Discount Mitigation Efforts

TL;DR

**NML's board is pushing for continuity with experienced directors who've tackled discount issues, signaling a commitment to shareholder value that could tighten NAV spreads.**

AI Summary

Neuberger Berman Energy Infrastructure & Income Fund Inc. (NML) is holding a Joint Annual Meeting of Stockholders on October 1, 2025, at 2:00 p.m. Eastern Time, alongside Neuberger Berman High Yield Strategies Fund Inc. (NHS) and Neuberger Berman Real Estate Securities Income Fund Inc. (NRO). The primary agenda is the election of four Class II Directors to serve until the 2028 annual meeting. Three Class II Directors—Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone—will be voted on by common and preferred stockholders together. Ami G. Kaplan, a Class II Director, will be voted on by preferred stockholders of NHS and common stockholders of NML and NRO. The Board emphasizes the nominees' extensive experience, including evaluating closed-end fund discounts and approving measures like managing distribution rates and tender option programs to enhance investor value. Stockholders of record as of July 17, 2025, are eligible to vote, with proxy materials available online at https://vote.proxyonline.com/nb/docs/2025proxy.pdf.

Why It Matters

This DEF 14A filing is crucial for NML investors as it outlines the proposed board composition, directly impacting governance and strategic oversight. The re-election of directors with a stated focus on addressing closed-end fund discounts, through actions like managing distribution rates and considering tender offers, could significantly influence NML's market price relative to its Net Asset Value (NAV). For employees and customers, stable and experienced leadership ensures continuity in fund management and investment strategies. In a competitive landscape, a board actively working to enhance shareholder value by narrowing discounts can make NML more attractive compared to peers, potentially boosting investor confidence and capital inflows.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine director elections, with no major strategic shifts or controversial proposals. The Board's stated commitment to addressing closed-end fund discounts, through measures like managing distribution rates and tender option programs, suggests proactive governance aimed at protecting shareholder value, rather than introducing new risks.

Analyst Insight

Investors should review the qualifications of the nominated directors, particularly their track record in managing closed-end fund discounts. Vote FOR the proposed directors if you believe their experience aligns with your investment goals for NML, especially regarding discount mitigation strategies.

Key Numbers

• October 1, 2025 — Joint Annual Meeting Date (Date when stockholders will vote on director elections)
• 2:00 p.m. Eastern Time — Meeting Time (Scheduled start time for the Joint Annual Meeting)
• 4 — Number of Class II Directors (Number of directors up for election at the meeting)
• 2028 — Director Term Expiration Year (Year until which elected Class II Directors will serve)
• 77 — Director Retirement Age (Age by which Directors are generally expected to retire)
• 50 — Funds Overseen by Directors (Number of funds in the Neuberger Berman complex overseen by each nominated director)
• 877-461-1899 — Shareholder Services Phone Number (Contact number for questions or meeting attendance)

Key Players & Entities

• Neuberger Berman Energy Infrastructure & Income Fund Inc. (company) — Registrant for DEF 14A filing
• Neuberger Berman High Yield Strategies Fund Inc. (company) — Co-registrant for Joint Annual Meeting
• Neuberger Berman Real Estate Securities Income Fund Inc. (company) — Co-registrant for Joint Annual Meeting
• Michael J. Cosgrove (person) — Nominee for Class II Director
• Deborah C. McLean (person) — Nominee for Class II Director
• Paul M. Nakasone (person) — Nominee for Class II Director
• Ami G. Kaplan (person) — Nominee for Class II Director
• Neuberger Berman Investment Advisers LLC (company) — Investment Adviser and meeting location host
• Claudia A. Brandon (person) — Secretary of the Funds
• July 17, 2025 (date) — Record Date for voting eligibility

FAQ

Industry Context

The Neuberger Berman Energy Infrastructure & Income Fund Inc. operates within the closed-end fund sector, specifically focusing on energy infrastructure and income generation. This sector is influenced by global energy demand, commodity prices, regulatory environments affecting energy production and infrastructure, and interest rate policies that impact income-seeking investments. Competition exists among various income-focused funds and alternative investment vehicles.

Regulatory Implications

As a registered investment company, the Fund is subject to SEC regulations, including proxy solicitation rules and disclosure requirements under Schedule 14A. The election of directors is a core governance function governed by these regulations, ensuring shareholder rights and proper oversight. Compliance with these rules is critical for maintaining investor confidence and operational legality.

What Investors Should Do

1. Review Proxy Materials
2. Vote Your Shares
3. Contact Shareholder Services for Questions

Key Dates

• 2025-10-01: Joint Annual Meeting of Stockholders — Stockholders will vote on the election of four Class II Directors for each of the three Neuberger Berman Funds (NHS, NML, NRO).
• 2025-07-17: Record Date — Stockholders of record on this date are eligible to vote at the Joint Annual Meeting.
• 2025-08-25: Mailing of Proxy Materials — Proxy materials, including the Notice of Joint Annual Meeting and Proxy Statement, are expected to be mailed to stockholders.
• 2028: Director Term Expiration — The elected Class II Directors will serve until the annual meeting of stockholders in this year, or until their successors are elected and qualified.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (SEC) by a company, providing detailed information to shareholders before a shareholder meeting. (This document contains the official agenda and voting information for the Neuberger Berman Energy Infrastructure & Income Fund Inc.'s annual meeting.)

Class II Directors

Directors who are elected for a specific term, typically staggered, and are up for re-election at a particular annual meeting. (Four Class II Directors are up for election at the Joint Annual Meeting, with terms extending until 2028.)

Record Date

A specific date set by a company to determine which shareholders are eligible to vote at a shareholder meeting. (Shareholders who owned shares as of July 17, 2025, are eligible to vote at the October 1, 2025 meeting.)

Proxy

A document or instruction authorizing another person to act as an agent for the shareholder, typically to vote their shares at a meeting. (Stockholders are urged to submit a proxy to vote their shares in advance of the meeting, whether or not they plan to attend.)

Street Name

When a shareholder's securities are held by a brokerage firm or bank in their name, rather than in the shareholder's own name. (Shareholders holding shares in street name will receive voting instructions from their broker and must follow them to ensure their vote is counted.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data against a prior year's filing. The primary focus is on the upcoming director elections and the procedural aspects of the Joint Annual Meeting of Stockholders scheduled for October 1, 2025. Key dates and the agenda for the meeting are the main points of information provided.

Filing Documents

• neuberger-def14a_100125.htm (DEF 14A) — 622KB
• nb-proxyimg001.gif (GRAPHIC) — 36KB
• nb-proxyimg002.gif (GRAPHIC) — 23KB
• neubergerdef14a001.jpg (GRAPHIC) — 4KB
• neubergerdef14a004.jpg (GRAPHIC) — 1KB
• neubergerdef14a005.jpg (GRAPHIC) — 42KB
• 0001999371-25-011974.txt ( ) — 771KB

From the Filing

DEF 14A 1 neuberger-def14a_100125.htm DEFINITIVE PROXY STATEMENT nb-proxy 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. ) Filed by the Registrant [X] 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-12 Neuberger Berman High Yield Strategies Fund Inc. Neuberger Berman Energy Infrastructure and Income Fund Inc. Neuberger Berman Real Estate Securities Income Fund 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): [X] 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 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: Neuberger Berman Energy Infrastructure and Income Fund Inc. Neuberger Berman High Yield Strategies Fund Inc. Neuberger Berman Real Estate Securities Income Fund Inc. _________________________ NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 1, 2025 _________________________ August 25, 2025 Dear Stockholder: NOTICE IS HEREBY GIVEN that a Joint Annual Meeting of Stockholders (the "Meeting") of each of Neuberger Berman High Yield Strategies Fund Inc. (NYSE American: NHS) ("High Yield Strategies Fund"), Neuberger Berman Energy Infrastructure and Income Fund Inc. (NYSE American: NML) ("Energy Infrastructure Fund") and Neuberger Berman Real Estate Securities Income Fund Inc. (NYSE American: NRO) ("Real Estate Securities Income Fund") (each, a "Fund" and, collectively, the "Funds") will be held on October 1, 2025, at 2:00 p.m. Eastern Time at the offices of Neuberger Berman Investment Advisers LLC ("NBIA"), 1290 Avenue of the Americas, New York, New York 10104. At the Meeting, common stockholders and preferred stockholders, if any, of each Fund will be asked to consider and act upon the following: (1) With respect to each Fund, the election of four Class II Directors as outlined below: A . Three Class II Directors, Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone, to be voted on by the holders of common stock and the holders of preferred stock, if any, voting together as a single class, such Directors to serve until the annual meeting of stockholders in 2028, or until their successors are elected and qualified; and B. One Class II Director, Ami G. Kaplan, to be voted on by the holders of preferred stock of High Yield Strategies Fund, voting as a single class, and by the holders of common stock of Energy Infrastructure Fund and Real Estate Securities Income Fund, voting as a single class, such Director to serve until the annual meeting of stockholders in 2028, or until her successor is elected and qualified; and (2) To consider and act upon any other business that may properly come before the Meeting or before any adjournments or postponements thereof. You are entitled to vote at the Meeting and at any adjournments or postponements thereof if you owned shares of a Fund at the close of business on July 17, 2025 ("Record Date"). Stockholders of each Fund are not required to attend the Meeting to vote. Whether or not stockholders plan to attend the Meeting, each Fund urges its stockholders to authorize a proxy to vote their shares in advance of the Meeting by one of the methods described in the Proxy Materials. If you attend the Meeting, you may vote your shares in person. Whether or not you expect to attend the Meeting, please review the enclosed materials and follow the instructions that appear on the enclosed proxy card(s) to vote. If you have any questions about the proposal or the voting instructions, please call 877-461-1899. The appointed proxies will vote in their discretion on any other business, including any vote on adjournments, as may properly come before

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