Fidus Investment (FDUS) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 10, 2026, with two main proposals: electing two Class III directors and authorizing the issuance of shares below NAV, subject to a 25% cap of outstanding shares per sale.

• Shareholders of record as of March 19, 2026, are eligible to vote in person, by mail, phone, or Internet.

• The Board recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Edward H. Ross and Raymond L. Anstiss, Jr.) to serve until 2029.

• Proposal 2: Authorize issuance of shares below NAV for up to 25% of outstanding shares, with safeguards and Board approval.

• Shareholders can submit proposals for the 2027 meeting within specified dates and requirements.

Board of directors and corporate governance

• The Board consists of five members, with a majority being independent under Nasdaq rules.

• Audit and Nominating Committees are composed solely of independent directors.

• The Board encourages, but does not require, director attendance at annual meetings; all directors attended in 2025.

• The Chairman is not independent, but governance practices include regular executive sessions of independent directors.

• The Nominating Committee emphasizes diversity in gender, ethnicity, and professional experience.