Runway Growth Finance (RWAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, for shareholders of record as of April 24, 2026.

• Shareholders will vote on electing two Class I directors and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• Proxy materials are available online, with options for electronic or mail voting to streamline participation and reduce costs.

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

Voting matters and shareholder proposals

• Proposals include electing two Class I directors for three-year terms and ratifying Deloitte & Touche LLP as auditor.

• Shareholders may also act on other business properly brought before the meeting.

• Voting can be done online, by phone, mail, or virtually at the meeting; a majority quorum is required.

• Stockholder proposals for the 2027 meeting must be submitted by January 5, 2027, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of eight members divided into three staggered classes, with six independent directors.

• Independent directors meet Nasdaq and 1940 Act standards; regular executive sessions are held without interested directors.

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

• The Chairman is an interested director, but governance policies are in place to mitigate conflicts.