Gladstone Investment (GAIN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 6, 2026, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing two directors and authorizing the issuance of common stock below net asset value (NAV) under specific conditions.

• The board recommends voting in favor of both proposals, emphasizing flexibility in capital raising and board continuity.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors, Michela A. English and Anthony W. Parker, for terms expiring at the 2029 annual meeting.

• Proposal 2: Authorize, with board approval, issuance and sale of common stock below NAV, limited to 25% of outstanding shares per sale, for 12 months post-authorization.

• Both proposals require specific voting thresholds; Proposal 2 needs a majority of outstanding voting securities and those not held by affiliates.

• Shareholders have no preemptive rights to new shares issued below NAV, potentially resulting in dilution.

• Stockholder proposals for the 2027 meeting must be submitted between April 8 and May 8, 2027.

Board of directors and corporate governance

• The board consists of eight directors, six of whom are independent, with staggered three-year terms.

• Committees include Audit, Compensation, Ethics/Nominating/Corporate Governance, Executive, Offering, and Valuation, each with defined roles and independent membership.

• The board met four times in fiscal 2026, with all directors attending at least 75% of meetings.

• Lead Independent Director presides over executive sessions of independent directors.

• The Ethics Committee emphasizes diversity, integrity, and relevant expertise in director nominations.