New Mountain Finance (NMFC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 12, 2026, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing three directors for three-year terms and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• Voting can be done online, by phone, or by mail, with detailed instructions provided to ensure broad participation.

• A quorum requires a majority of outstanding shares; broker non-votes and abstentions are counted for quorum but not for proposal approval.

Voting matters and shareholder proposals

• Proposal 1: Election of Steven B. Klinsky, Daniel B. Hébert, and Rome G. Arnold III as directors for terms expiring in 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit additional proposals for the 2027 Annual Meeting, with deadlines and requirements specified.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current nominees and directors bring diverse expertise in finance, investment, and industry.

• Board committees include audit, nominating and corporate governance, compensation, and valuation, all composed solely of independent directors.

• The chairman is an interested director, but strong governance policies and regular executive sessions of independent directors are in place.

• Director independence is reviewed annually, and diversity is considered in board composition.