Palmer Square Capital BDC (PSBD) Proxy filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 11, 2024, to elect two directors, ratify the selection of PricewaterhouseCoopers LLP as auditor, and address other business.

• Stockholders of record as of November 8, 2024, are eligible to vote, with 32,646,562.73 shares outstanding.

• Proxy materials, including the annual report and voting instructions, are available online and by mail.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors for terms expiring in 2027 and ratifying PwC as the independent auditor for 2024.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by July 18, 2025, following specific bylaw procedures.

Board of directors and corporate governance

• The Board consists of five members divided into three classes with staggered terms.

• Three directors are independent, and two are interested persons under the 1940 Act.

• Committees include Audit, Nominating and Corporate Governance, and Compensation, all composed solely of independent directors.

• The Board meets regularly, and all directors attended at least 75% of meetings in 2023.

• Corporate governance policies include a Code of Ethics, Code of Business Conduct, and Corporate Governance Guidelines.