Main Street Capital (MAIN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2025, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Proxy materials and annual report are available online; shareholders can vote by mail, phone, or internet.

• Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors for a one-year term, (2) ratification of Grant Thornton LLP as independent auditor for 2025, and (3) advisory approval of executive compensation.

• Board recommends voting “FOR” all director nominees and proposals.

• Shareholders may submit proposals for the 2026 meeting by November 24, 2025, following bylaw requirements.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent.

• Board led by a non-executive chairman and a lead independent director; all committees are composed of independent directors.

• Annual board and committee self-assessments, regular executive sessions, and succession planning are in place.

• Stock ownership guidelines and clawback policies apply to directors and executives.