BlackRock TCP Capital (TCPC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 22, 2025, with stockholders able to participate and vote online.

• Key proposals include electing six directors and authorizing the sale of common stock below net asset value (NAV) for up to 12 months, subject to a 25% cap per sale.

• Stockholders of record as of March 26, 2025, are eligible to vote; a quorum requires at least one-third of shares present or represented.

• The company may repurchase shares and notifies stockholders of this ability as required by law.

Voting matters and shareholder proposals

• Proposal I: Elect six director nominees to serve until the 2026 Annual Meeting or until successors qualify.

• Proposal II: Authorize the company to sell shares below NAV for up to 12 months, with a 25% cap per sale and subject to board and independent director approval.

• Stockholders may submit nominations or proposals for the 2026 meeting between December 23, 2025, and January 22, 2026.

Board of directors and corporate governance

• The board consists of six directors: one interested director (CEO) and five independent directors, all standing for election.

• Committees include Audit, Governance and Compensation, and Joint Transactions, all composed of independent directors.

• The Lead Independent Director coordinates independent director activities; the board meets regularly and all directors attended at least 75% of meetings in 2024.

• The board values diversity, experience, and independence, with a mandatory retirement age of 75 and a limit of six public company directorships.