Monroe Capital (MRCC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 21, 2025, to approve a new investment advisory and management agreement due to a change of control at the investment adviser, MC Advisors, following Wendel SE's acquisition of a 75% stake in Monroe.

• The new agreement is identical in all material respects 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 in leadership, additional capital for growth, and enhanced fundraising capabilities.

• The transaction is expected to close in the first half of 2025, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• The sole item for shareholder vote is the approval of the new investment advisory and management agreement between the company and MC Advisors.

• Approval requires the affirmative vote of a majority of outstanding voting securities as defined by the 1940 Act.

• If not approved, an interim agreement may be put in place for up to 150 days while seeking further shareholder approval.

• Shareholders may submit proposals for the 2025 annual meeting between October 20 and December 19, 2024.

Board of directors and corporate governance

• Four of five board members are independent, and this composition will be maintained for at least three years post-transaction.

• The Board reviewed the transaction and agreement at a December 9, 2024 meeting and unanimously recommended approval.

• The Board considered service quality, investment performance, costs, economies of scale, and potential conflicts in its evaluation.