Saratoga Investment (SAR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 22, 2026, with voting rights for shareholders of record as of July 27, 2026.

• Key items include the election of two directors and ratification of the independent auditor for the next fiscal year.

• Proxy materials and annual reports are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing G. Cabell Williams and Henri J. Steenkamp as directors until 2029.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending February 28, 2027.

• The board unanimously recommends voting “FOR” all proposals.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of six members, with a majority being independent as required by NYSE and the 1940 Act.

• Directors are divided into three classes, each serving staggered three-year terms.

• Annual evaluations of board and committee effectiveness are conducted.

• The board met six times in fiscal 2026, and all directors attended at least 75% of meetings.

• Corporate governance documents, codes of ethics, and committee charters are available online.