Saratoga Investment (SAR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 25, 2025, at Eversheds Sutherland (US) LLP in New York, with stockholders of record as of July 29, 2025, eligible to vote.

• Key proposals include electing two directors and ratifying the selection of Ernst & Young LLP as the independent auditor for fiscal year ending February 28, 2026.

• Proxy materials and the annual report are available online, and stockholders are encouraged to vote electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Stockholders will vote on electing Steven M. Looney and Charles S. Whitman III as directors until 2028 and ratifying Ernst & Young LLP as the independent auditor.

• The board unanimously recommends voting in favor of both proposals.

• Shareholder proposals for the 2026 annual meeting must be received by April 7, 2026, and comply with SEC and bylaw requirements.

Board of directors and corporate governance

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

• Directors are divided into three classes, each serving three-year terms; annual evaluations of board and committee effectiveness are conducted.

• Steven M. Looney serves as lead independent director and presides over executive sessions.

• The board met seven times in fiscal 2025, and all directors attended at least 75% of meetings.

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