UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): March 31, 2024

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2023

Tortoise Power and Energy Infrastructure Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

811-22106		26-0573018
(Commission file number)		(IRS employer identification no.)
6363 College Boulevard, Suite 100A Overland Park, KS		66211
(Address of principal executive offices)		(Zip code)

6363 College Boulevard, Suite 100A Overland Park, KS		66211
(Address of principal executive offices)		(Zip code)

913-981-1020

(Registrant’s telephone number, including area code)

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:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		TPZ		New York Stock Exchange

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). ~~Emerging growth company ☐~~

Emerging growth company ☐

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. ☐

Item 5.0302 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

~~The~~Effective ~~information~~March ~~set~~31, ~~forth~~2024, the ~~below~~Board of Directors of Tortoise Power and Energy Infrastructure Fund, Inc. (the “Company”) appointed Courtney Gengler to succeed P. Bradley Adams as Chief Executive Officer of the Company, effective as of April 1, 2024. The appointment was made in connection ~~Item~~with 8the retirement of Mr.01 Adams, who in addition to stepping down from his role as Chief Executive Officer of ~~this~~the ~~report~~Company retired isfrom ~~incorporated~~his ~~herein~~position byas ~~reference~~Managing Director of Tortoise Capital Advisors, L.L.C. (the “Adviser”) effective as of March 31, 2024.

~~Item~~In 8connection with Ms.01 ~~Other~~Gengler’s transition ~~Events~~to Chief Executive Officer, the Board of Directors appointed Sean Wickliffe to serve as Principal Financial Officer and Treasurer of the Company, also effective April 1, 2024.

OnMs. ~~December 20~~Gengler, ~~2023~~37, ~~the~~will ~~Board~~continue in ofher ~~Directors~~current ofposition ~~Tortoise~~as ~~Power~~Managing ~~and~~Director–Financial ~~Energy~~Operations ~~Infrastructure Fund, Inc., a nondiversified, closed-end management investment company (the “Company”), amended and restated in its entirety the bylaws~~ of the ~~Company (the “Second Amended and Restated Bylaws”)~~Adviser. ~~The~~ ~~Second~~Prior ~~Amended and Restated Bylaws include a modification~~ to ~~clarify~~her ~~and~~appointment ~~add specificity to the exclusive forum provision. The Bylaws~~ as ~~amended~~Chief ~~designate~~Executive ~~the Circuit Court~~Officer, ~~for~~Ms. ~~Baltimore~~Gengler ~~City,~~served ~~Maryland~~as ~~(or~~Principal ifFinancial ~~such~~Officer ~~court~~and ~~lacks~~Treasurer ~~jurisdiction,~~of the ~~United~~Company ~~States~~since ~~District Court for the District of Maryland~~2021, ~~Northern Division)~~ as ~~the~~well ~~sole and exclusive forum for (a) any Internal Corporate Claim (~~as ~~defined~~ in ~~the Maryland General Corporation Law (“MGCL”)), (b) any derivative action or proceeding brought on behalf of the Company, (c) any action asserting~~ a ~~claim~~number of ~~breach~~other ofroles ~~any~~for ~~duty owed to~~ the ~~Company or any of its stockholders by any director, officer, employee or~~ ~~agent~~Adviser ofand ~~the~~for ~~Company, (d) any action asserting a claim against~~ the ~~Company~~funds ormanaged ~~any~~by ~~director, officer, employee or agent of~~ the ~~Company~~Adviser ~~arising~~since ~~pursuant~~2017. Prior to ~~any~~his ~~provision~~appointment ofas ~~the~~Principal ~~MGCL~~Financial orOfficer ~~the~~and ~~charter~~Treasurer ~~or bylaws~~ of the Company, orMr. ~~federal law~~Wickliffe, ~~including claims under the Investment Company Act of 1940~~34, served as ~~amended,~~Vice ~~(e)~~President ~~any~~and ~~other~~Assistant ~~action~~Treasurer ~~asserting a claim against the Company or any director, officer, employee or other agent~~ of the Company ~~that~~since is2021 ~~governed~~as bywell ~~the~~as ~~internal affairs doctrine, or (f) any other action brought by or~~ in ~~the~~a ~~right~~number of ~~any~~roles for ~~stockholder or person claiming interest in any shares of stock issued by~~ the ~~Company~~Adviser ~~based~~since on2015, ~~matters~~and ~~arising~~will ~~out~~continue ~~of,~~to orserve in ~~connection~~his ~~with~~current ~~the~~position ~~Company’s~~as ~~charter,~~Vice ~~bylaws~~President–Financial orOperations ~~shares~~ of ~~stock, including an action asserting a claim of any nature against~~ the ~~Company or any director, officer, employee or agent of the Company~~Adviser.

The above description of the amendment to the Bylaws is only a high-level summary and does not purport to be complete. Investors should refer to the Company’s Bylaws for more information. The Company’s amended Bylaws are available in the Governance section of its webpage at cef.tortoiseecofin.com. The Second Amended and Restated Bylaws are attached hereto as Exhibit 3.1 ~~and incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
3.1		Second Amended and Restated Bylaws

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.

	Tortoise Power and Energy Infrastructure Fund, Inc.
	By:	/s/ P.Courtney ~~Bradley Adams~~Gengler
		P. Bradley Adams, Chief Executive Officer
		Courtney Gengler, Chief Executive Officer
Date: December 20, 2023
Date: April 1, 2024

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