Prospect Capital (PSEC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on December 17, 2026, with only preferred stockholders eligible to vote on the election of one Class I director, William J. Gremp, for a term expiring in 2029.

• Common stockholders will not vote on any matters at this meeting but will receive proxy materials via internet notice.

• The company may repurchase outstanding securities, including common and preferred stock and debt, as required by securities law.

• Quorum for the meeting requires a majority of votes entitled to be cast, and if not met, the meeting may be adjourned for further solicitation.

Voting matters and shareholder proposals

• The sole voting item is the election of William J. Gremp as Class I director, to be voted on by preferred stockholders only.

• Stockholders may submit proposals for the 2027 Annual Meeting by May 31, 2027, following Rule 14a-8 and company bylaws.

• No matters are up for vote by common stockholders at this meeting.

Board of directors and corporate governance

• The board consists of five directors with staggered three-year terms; a majority are independent under the 1940 Act and Nasdaq rules.

• Mr. Cooper serves as lead independent director, enhancing board independence and governance.

• The board has Audit and Nominating, Corporate Governance and Compensation Committees, both composed solely of independent directors.

• Corporate governance guidelines and a code of conduct are in place, with annual board performance evaluations.