NRO Seeks Re-Election of Four Class II Directors by October 1, 2025

TL;DR

**NRO's board is pushing for continuity with its Class II director nominees, signaling a steady hand for investors amidst ongoing discount mitigation efforts.**

AI Summary

Neuberger Berman Real Estate Securities Income Fund Inc. (NRO) is holding a Joint Annual Meeting of Stockholders on October 1, 2025, at 2:00 p.m. Eastern Time to elect four Class II Directors. Three Class II Directors—Michael J. Cosgrove, Deborah C. McLean, and Paul M. Nakasone—will be voted on by common and preferred stockholders together, serving until the 2028 annual meeting. One Class II Director, Ami G. Kaplan, will be voted on by preferred stockholders of High Yield Strategies Fund and common stockholders of Energy Infrastructure Fund and Real Estate Securities Income Fund, also serving until 2028. The Board of Directors, overseeing 50 funds in the Neuberger Berman complex, emphasizes the nominees' experience in managing closed-end fund issues, including discount mitigation measures like tender option programs and strategic changes to distribution rates and investment strategies. The filing highlights the importance of stockholder participation, urging votes by proxy in advance of the meeting. No specific revenue or net income figures were disclosed in this DEF 14A filing, as it primarily focuses on director elections and meeting logistics.

Why It Matters

This DEF 14A filing is crucial for NRO investors as it outlines the upcoming director elections, which directly impact the fund's governance and strategic direction. The re-election of experienced directors like Michael J. Cosgrove and Deborah C. McLean, who have a track record of approving discount mitigation measures and strategic investment changes, could signal continuity in efforts to enhance investor value and narrow the market price-to-NAV discount. For employees and customers, stable leadership from directors overseeing 50 funds in the Neuberger Berman complex suggests consistent oversight of investment strategies. In a competitive market, effective governance is key to maintaining investor confidence and fund performance.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A filing primarily concerns routine director elections for Neuberger Berman Real Estate Securities Income Fund Inc. (NRO) and two other funds. There are no indications of significant operational changes, financial distress, or contentious proposals. The directors oversee 50 funds, suggesting broad experience and stability.

Analyst Insight

Investors should review the qualifications of the nominated Class II Directors, particularly their experience with closed-end fund discount mitigation, and vote their proxy by October 1, 2025. A 'FOR' vote supports the current board's strategy for enhancing shareholder value through experienced leadership.

Key Numbers

• October 1, 2025 — Joint Annual Meeting Date (Date stockholders will vote on director elections)
• July 17, 2025 — Record Date (Date for determining eligible stockholders to vote)
• 4 — Class II Directors (Number of directors up for election)
• 2028 — Director Term Expiration Year (Year elected directors' terms will expire)
• 50 — Funds Overseen (Number of funds in the Neuberger Berman complex overseen by the incumbent directors)
• 77 — Retirement Age (Age at which directors are generally called to retire)
• 877-461-1899 — Shareholder Services Phone Number (Contact for questions or meeting attendance)

Key Players & Entities

• NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC (company) — Registrant
• Neuberger Berman High Yield Strategies Fund Inc. (company) — Co-registrant
• Neuberger Berman Energy Infrastructure and Income Fund Inc. (company) — Co-registrant
• Michael J. Cosgrove (person) — Class II Director nominee
• Deborah C. McLean (person) — Class II Director nominee
• Paul M. Nakasone (person) — Class II Director nominee
• Ami G. Kaplan (person) — Class II Director nominee
• Neuberger Berman Investment Advisers LLC (company) — Investment Adviser and meeting location host
• Claudia A. Brandon (person) — Secretary of the Funds
• Securities and Exchange Commission (regulator) — Filing oversight

FAQ

Industry Context

The Neuberger Berman Real Estate Securities Income Fund Inc. operates within the real estate investment trust (REIT) sector, which is influenced by interest rate environments, property market dynamics, and economic growth. The competitive landscape includes other actively managed REIT funds and ETFs, as well as direct real estate investments.

Regulatory Implications

As a registered investment company, the Fund is subject to the Investment Company Act of 1940 and SEC regulations. The DEF 14A filing itself is a regulatory requirement to inform shareholders about important corporate actions like director elections.

What Investors Should Do

1. Vote by proxy: Stockholders are strongly encouraged to vote their shares in advance of the October 1, 2025 meeting using the provided proxy card, telephone, or internet options to ensure their participation.
2. Review proxy materials: Stockholders should carefully review the proxy statement to understand the proposals, especially the election of directors, and make informed voting decisions.
3. Contact Shareholder Services: For any questions regarding the meeting, proposals, or voting instructions, stockholders can call 877-461-1899.

Key Dates

• 2025-10-01: Joint Annual Meeting of Stockholders — Stockholders will vote on the election of four Class II Directors and any other business properly brought before the meeting.
• 2025-07-17: Record Date — Determines which stockholders are eligible to vote at the Joint Annual Meeting.
• 2025-08-25: Mailing of Notice and Proxy Statement — Informs stockholders about the meeting details and provides materials for voting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides definitive proxy materials to shareholders for an annual or special meeting. (This document is the DEF 14A filing for the Neuberger Berman Real Estate Securities Income Fund Inc. and related funds, detailing the agenda for the Joint Annual Meeting.)

Class II Directors

A category of directors on the Board, typically elected for a specific term, in this case, serving until the annual meeting of stockholders in 2028. (The primary purpose of the meeting is to elect four Class II Directors to the Boards of the Funds.)

Proxy

A document that authorizes another person to act on behalf of the shareholder, typically to vote their shares at a meeting. (Stockholders are urged to vote by proxy in advance of the meeting to ensure their vote is counted.)

Street Name

When shares of a company are held by a brokerage firm, bank, or other financial institution on behalf of the beneficial owner. (Explains how stockholders whose shares are held in 'street name' will receive voting instructions from their intermediary.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming Joint Annual Meeting of Stockholders and the election of directors. It does not contain comparative financial performance data or operational metrics from a previous filing, as its primary purpose is procedural and related to corporate governance.

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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