BlackRock Tcp Capital Corp

This proposal asks shareholders to permit the proxies appointed by management to vote on any matters that may arise during the meeting that are not described in the proxy materials, including procedural motions such as adjournments or postponements and any unforeseen substantive proposals. Management seeks this discretionary authority so that the meeting can proceed and so that votes can be cast on matters that were not known or finalized at the time the proxy statement was distributed, reducing the risk of needing to adjourn the virtual meeting or reconvene later. The practical effect is to grant the named proxies flexibility to exercise judgment on matters presented at the meeting, subject to Delaware law and the Company’s governing documents. Although the Board does not give a specific affirmative recommendation on hypothetical future matters, the proxy card and proxy statement indicate that the proxies are authorized to vote at their discretion on such items, which is standard practice to handle unanticipated business. From a governance perspective, this means shareholders who wish to retain control over unknown future matters should consider voting in person (virtually) or providing specific instructions where possible; otherwise, their shares may be voted by the named proxies. The scope of discretionary voting is typically narrow—limited to matters properly presented at the meeting—and not intended to override express shareholder instructions on enumerated proposals (such as the election of directors). Potential risks include the proxies casting votes on matters that some shareholders may later oppose, though such occurrences are uncommon for routine adjournments or procedural items. Given the Company’s disclosure about related-party relationships and the external management structure, shareholders attentive to conflicts of interest may prefer to monitor post-meeting disclosures if any unexpected substantive items are raised and vote accordingly in future meetings.