Gladstone Capital (GLAD) Proxy filing summary

Executive summary

• Annual meeting set for February 4, 2027, at 11:00 a.m. ET as a virtual webcast; record date December 4, 2026.

• Stockholders will elect two directors and vote on authority for below-NAV common share sales during the 12 months after approval, subject to further Board approval and a 25% per-sale share limit.

Voting matters and shareholder proposals

• Katharine C. Gorka and Paula Novara are nominees for terms ending at the 2030 annual meeting; the Board recommends voting FOR both.

• Proposal 2 requires approval by a majority of outstanding voting securities and a majority of outstanding voting securities not held by affiliates; abstentions count AGAINST.

• Below-NAV authority would expire one year after approval, require subsequent Board approval, and permit no more than 25% of shares outstanding immediately before each sale; there is no stated discount limit.

• The Board unanimously recommends FOR Proposal 2; below-NAV sales could dilute NAV per share, earnings participation, assets and voting power for nonparticipating holders.

Board of directors and corporate governance

• The Board has seven directors, five independent; its staggered three-year terms span three classes. Preferred holders separately elect two directors, whose terms run to 2029.

• David Gladstone remains Board chair; George Stelljes, III is Lead Independent Director and presides over independent-director executive sessions.

• The Board met seven times in FY2026; independent directors held 13 executive sessions. Each Board member attended at least 75% of applicable Board and committee meetings.

• The Ethics Committee evaluates director candidates and Board composition, considers diversity, and accepts stockholder recommendations subject to bylaw notice requirements.