Not independent
Tenure on this board
15.0 yrs
2 nominees · 2 ballot items.
Elect two Class III directors; approve authorization to sell or issue common stock below net asset value (subject to conditions).
Elect two Class III directors (Edward H. Ross and Raymond L. Anstiss, Jr.) to serve until the 2029 annual meeting.
Authorize the Company, subject to Board approval and specific conditions, to sell or issue shares of common stock during the next year at prices below the Company’s then-current NAV per share, with cumulative issuance limited to 25% of outstanding shares prior to each sale.
This management proposal asks shareholders to authorize the Company, for one year, to sell or otherwise issue up to 25% of outstanding common stock in one or more public or private offerings at prices below the Company’s then-current NAV, subject to specified conditions and board determinations under the 1940 Act. Management seeks this authority to provide quick access to capital to pursue attractive investment opportunities in the lower middle-market, to support dividend maintenance or growth, and to comply with BDC/RIC structural capital needs. The proposal outlines the regulatory framework that otherwise prohibits such below-NAV sales absent stockholder approval, describes the dilutive effects to existing shareholders (including examples), and sets conditions intended to protect stockholders, including board determinations that sales are in the company’s best interests and requirements to approximate market value and file post-effective registration amendments if dilution exceeds 15% under a registration statement. The Board recommends a vote FOR, citing the need for financing flexibility to capitalize on time-sensitive investments and the risk that inability to raise capital could force asset sales or impair dividend policy. Key governance and investor-protection considerations remain: the board retains discretion over price and timing (including no explicit floor on discount), the cumulative 25% limit applies per offering relative to outstanding shares immediately prior to each sale, and approval requires a 1940 Act majority including a non-affiliated majority. The proposal presents a trade-off: potential near-term dilution and market overhang versus enabling opportunistic deployment of capital that management argues could increase NAV and dividends over time. Sophisticated investors should weigh the strength of the Board’s commitment to limit dilutive impact and how the company has historically priced offerings (past offerings priced above NAV) against the absence of a contractual discount cap and the fact that incentives of the advisor (management fees based on assets) may encourage asset growth financed by dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VAN ECK ASSOCIATES CORP | 1.9% | 713,062 | $12M |
| 2 | ENVESTNET ASSET MANAGEMENT INC | 1.4% | 545,499 | $10M |
| 3 | Cetera Investment Advisers | 1.4% | 542,315 | $9M |
| 4 | RAYMOND JAMES FINANCIAL INC | 1.3% | 507,675 | $9M |
| 5 | Columbus Macro, LLC | 1.3% | 505,567 | $9M |
| 6 | Baird Financial Group, Inc. | 1.1% | 406,426 | $7M |
| 7 | UBS Group AG | 1.0% | 386,854 | $7M |
| 8 | Muzinich Co., Inc. | 0.9% | 348,311 | $6M |
| 9 | RAYMOND JAMES FINANCIAL INC | 0.8% | 285,290 | $5M |
| 10 | Legal General Group Plc | 0.7% | 284,460 | $5M |
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