MidCap Financial Investment (MFIC) Proxy Filing summary

Board of directors and corporate governance

• Board established Audit, Nominating and Corporate Governance, Compensation, and Co-Investment Committees as of December 31, 2024.

• Each Director attended at least 75% of Board and committee meetings in 2024; all attended the 2024 annual meeting virtually.

• Nominating and Corporate Governance Committee considers stockholder recommendations for director nominees and evaluates candidates based on independence, experience, integrity, and diversity.

• Compensation Committee consists of Independent Directors and oversees executive compensation, though no executive officers are directly compensated.

• Co-Investment Committee, comprised of Independent Directors, reviews and approves co-investment transactions under a recent SEC exemptive order.

Audit committee and external auditor matters

• Audit Committee selects and retains the independent registered public accounting firm annually.

• Responsibilities include reviewing annual and quarterly financial statements, pre-approving audit and non-audit services, and evaluating auditor independence.

• Audit Committee recommends CFO compensation to the Board.

• All Audit Committee members qualify as financial experts under SEC rules.

Voting matters and shareholder proposals

• Supplement does not change the proposals or Board recommendations for the 2025 Annual Meeting.

• Stockholders may submit director nominations following specific procedures outlined by the Nominating and Corporate Governance Committee.