Prospect Capital (PSEC) Proxy filing summary

Executive summary

• Seeking annual renewal of stockholder approval to issue common stock below net asset value (NAV), providing flexibility for capital raising.

• Approval enhances access to low-cost financing and attractive investment opportunities, potentially increasing returns for both common and preferred stockholders.

• Proposal is an option, not an obligation, and any issuance below NAV requires majority approval from independent directors.

Voting matters and shareholder proposals

• Stockholders are asked to approve the option to issue common stock below NAV, a measure previously approved for 15 consecutive years.

• Both ISS and Glass Lewis have consistently recommended voting in favor of this proposal.

• Preferred stockholders vote alongside common stockholders on this proposal.

• The special meeting to vote on this proposal is scheduled for June 9, 2026.

Board of directors and corporate governance

• The board, including all independent directors, unanimously recommends approval, citing fiduciary duty to act in stockholders' best interests.

• Management and employees own approximately 28% of the common stock, aligning their interests with stockholders.