Tortoise Energy Infrastructure Corporation filed SEC Form 8-K: Leadership Update

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

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Tortoise Energy Infrastructure Corporation

(Exact name of Registrant as Specified in Its Charter)

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(Former Name or Former Address, if Changed Since Last Report)

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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:

 

☐	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:

 

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. ☐

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By letter dated July 11, 2025, Rand C. Berney advised the Board of Directors of Tortoise Energy Infrastructure Corporation (“TYG”) and Tortoise Sustainable and Social Impact Term Fund (“TEAF” and, collectively with TYG, the “Companies” or the “funds”) of his decision to resign as a director of both Companies, effective as of July 15, 2025.  The Board of Directors has appointed Carrie R. Schoffman, age 52, to succeed Mr. Berney as a director of each Company, and to serve as a member and the Chair of the Audit and Valuation Committee of the Board of each Company, also effective as of July 15, 2025.

In replacing Mr. Berney as a director of both Companies, and as one of the two directors that the preferred stockholders of TYG have the exclusive right to elect to TYG’s Board, Ms. Schoffman will serve for the remainder of the full term for Class II directors (which is expected to run through the end of the 2027 annual shareholder meeting) of TYG and TEAF.  She is not a party to any arrangement or understanding pursuant to which she was selected as a director of TYG or TEAF and, apart from her appointment to serve as a director of each Company and her current services as an independent trustee of Tortoise Capital Series Trust, Ms. Schoffman has no other relationship with TYG or TEAF or the investment adviser to the funds, Tortoise Capital Advisors, L.L.C., and she does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K.

Ms. Schoffman will be compensated for her service on the Board of Directors in accordance with the 2025 director compensation elements described under the heading “Director and Officer Compensation” in the Companies’ proxy statement filed with the Securities and Exchange Commission (“SEC”) on July 10, 2025.

SIGNATURES

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

 

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