Horizon Finance (HRZN) Proxy Filing summary

Executive summary

• A Special Meeting of Stockholders is scheduled for February 21, 2025, to approve a new investment management agreement due to a change in control of the investment adviser following Wendel SE's acquisition of a 75% equity interest in Monroe Capital, the adviser's parent.

• The new agreement is identical in terms to the current agreement, with no changes to management, investment strategy, fee structure, or services provided.

• The Board, including all Independent Directors, unanimously recommends approval, citing continuity and anticipated benefits from Wendel's platform and capital resources.

• If not approved, the current agreement remains in effect, or an interim agreement may be used for up to 150 days while seeking stockholder approval.

Voting matters and shareholder proposals

• Stockholders are asked to approve the new investment management agreement; no other substantive proposals are on the agenda.

• Approval requires the affirmative vote of the lesser of 67% of shares present or more than 50% of outstanding shares.

• The Board recommends voting “FOR” the proposal.

• If a quorum is not present or sufficient votes are not received, the meeting may be adjourned for further solicitation.

Board of directors and corporate governance

• Six of eight board members are Independent Directors and will remain so after the change in control.

• The Board reviewed the agreement’s terms, peer comparisons, and the adviser's performance, concluding the agreement is fair and reasonable.

• The Board will ensure at least 75% independence for three years post-transaction, per regulatory requirements.