Palmer Square Capital BDC (PSBD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on December 18, 2025, to elect two directors, ratify the selection of the independent auditor, and address any other business.

• Stockholders of record as of November 17, 2025, are eligible to vote, with 31,478,948 shares outstanding.

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

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors for terms expiring in 2028 and ratifying PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Stockholders may submit proposals for the 2026 annual meeting by July 27, 2026, and must comply with advance notice provisions.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board consists of five members divided into three classes, with staggered three-year 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 2024.

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