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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2022, the board of directors (the “Board”) of Fidus Investment Corp. (the “Company”) appointed Kelly McNamara Corley as a Class I director of the Company for a term expiring at the Company’s 2024 annual meeting of the stockholders, effective July 1, 2022. The Board determined that Ms. Corley is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Company. In addition, the Board added Ms. Corley to the Audit & Compensation Committee and the Nominating and Corporate Governance Committee. There are no arrangements or understandings between Ms. Corley and any other persons pursuant to which she was selected as a director, nor is there any family relationship between Ms. Corley and any of the Company’s directors or executive officers. In addition, Ms. Corley is not a party to any current or proposed transaction between the Company and Ms. Corley or her immediate family members that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Corley currently serves as Principal and Co-Founder of The Red Bee Group LLC, a women owned consulting group providing diversity equity and inclusion advice, public company board governance and strategic leadership advice to executive officers and chief legal officers. Prior to co-founding The Red Bee Group, Ms. Corley was the Chief Legal Officer of Discover Financial Services for 19 years. Prior to that, she served in a variety of legal and regulatory roles at Morgan Stanley. Ms. Corley currently serves on the boards of Goldman Sachs Bank USA, Rush University Medical Center, and Squeeze LLC. Ms. Corley brings to the Board extensive board, legal and regulatory experience in the financial services industry.
In connection with Ms. Corley’s appointment to the Board, the Company and Ms. Corley will enter into an Indemnification Agreement, a form of which is incorporated by reference as an exhibit to the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2022.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: June 30, 2022||Fidus Investment Corporation|
|Shelby E. Sherard|
|Chief Financial Officer and Secretary|