Prospect Capital Corp

This management proposal asks stockholders to renew a time-limited (12-month) authorization permitting the Company, with the approval of its Board and subject to specified conditions, to sell common shares at prices below the then current NAV per share. Management is seeking approval to preserve flexibility to access equity capital when debt markets are constrained or when market dislocations create attractive investment opportunities that require available capital; the Company also cites the need to manage its asset coverage ratio and capital structure for continued operations and dividend policy. The proposal includes procedural protections: sales below NAV would be limited to no more than 25% of outstanding common stock on any given date and, unless approved by a majority of beneficial holders, would require a majority of independent directors (those with no financial interest) to approve any such sale and to determine in good faith, in consultation with underwriters if applicable, that the sale price closely approximates market value less underwriting discounts. The Board frames the authority as a flexibility tool rather than a commitment to sell at discounts, emphasizing director oversight and prior precedent (other BDCs and the Company’s past use of similar authority). Key risks remain dilution to existing common shareholders, potential erosion of NAV per share, and incentives misalignment because advisor fees would increase with larger asset bases funded by discounted issuances; the proxy discloses illustrative examples of dilutive effects and states there is no maximum discount level. From a governance perspective, the vote can be achieved via two alternate statutory thresholds under the 1940 Act, which creates differing paths to approval and could allow issuance with only director approval of price in some scenarios; this structure affects the degree of direct shareholder protection. For a sophisticated analyst, evaluating the proposal requires weighing the value of optionality to deploy capital in stressed markets against the concrete, immediate dilution risk and the absence of a cap on discount depth; the Board’s requirement of independent director approval and the 25% per-day cap partially mitigate but do not eliminate those concerns. Overall, the Board recommends FOR the renewal, arguing that the strategic benefits of preserved access to capital and the ability to execute opportunistic investments under adverse market conditions outweigh the dilution and fee-related conflicts, with the caveat that directors will exercise judgment and impose conditions on any below-NAV sale.