Gladstone Investment Corporation

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two directors, Michela A. English and Anthony W. Parker, to hold office for terms expiring at the 2029 Annual Meeting of Stockholders.

2. 2

   Authorize issuance and sale of common stock below NAV (up to 25% within 12 months, subject to Board approval

   ManagementBoard: FOR

   Authorize the Company, with subsequent approval of the Board, to issue and sell shares of common stock during the 12 months following stockholder authorization at a price below then-current NAV per share, provided such sales do not exceed 25% of outstanding common stock immediately prior to each sale.

   More detail

   This management proposal asks shareholders to authorize the company to, for a one-year period following approval, issue and sell shares of common stock at prices below the then-current net asset value per share, with the number of shares sold in any single sale limited to 25% of outstanding common stock immediately prior to that sale and subject to subsequent approval by the Board and required determinations under the 1940 Act. Management is seeking this approval to give the company flexibility to raise equity capital quickly in volatile markets where the market price of its stock frequently trades below NAV, enabling the company to seize attractive investment opportunities that may increase NAV over the long term and to support dividend distributions and additional leverage while potentially lowering expense ratios through asset growth. The proposal is framed within the 1940 Act’s exception that allows below-NAV sales if stockholders authorize the action and directors make good-faith determinations; the Board would also require consultation with underwriters on pricing and impose the 25% per-sale cap as a constraint. The filing explicitly warns of immediate dilution to existing shareholders who do not participate and provides detailed hypothetical examples illustrating NAV dilution, accretion scenarios for participating shareholders, and impacts on new investors. Governance safeguards described include the requirement that a majority of directors with no financial interest and a majority of non-interested directors determine the sale is in the company’s and stockholders’ best interests and that the price closely approximates market value less distribution costs; the proposal also requires the affirmative vote of a majority of outstanding voting securities and of non-affiliated outstanding voting securities to pass. The Board’s unanimous recommendation to vote FOR is justified by management’s view that access to capital in a range of market conditions is essential to pursue investments, avoid disadvantageous asset sales, and maintain dividends, while recognizing the dilutive tradeoffs and promising board oversight. Key risks include potential substantial dilution (including no limit on discount size), the fact the 25% limit applies per sale rather than cumulatively, and the potential for subsequent offerings that further dilute non-participating holders; these risks are discussed at length in the proxy with illustrative numeric examples. For an institutional evaluator, the proposal represents a governance tradeoff between strategic financing agility in dislocated markets and shareholder dilution risk, mitigated by board-level approvals and statutory safeguards but still dependent on director judgment and market execution.

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When is the Gladstone Investment Corporation 2026 annual meeting?

Gladstone Investment Corporation (GAIN) holds its 2026 annual shareholder meeting on Thursday, August 6, 2026.

What is the record date for the Gladstone Investment Corporation 2026 meeting?

The record date for the Gladstone Investment Corporation 2026 meeting is Wednesday, June 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gladstone Investment Corporation's 2026 meeting?

The board is presenting 2 director nominees at the Gladstone Investment Corporation 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gladstone Investment Corporation 2026 meeting?

Shareholders will vote on 2 proposals at the Gladstone Investment Corporation 2026 meeting, each tagged with who proposed it and the board's recommendation.