UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Results of Annual Meeting of Stockholders
On June 12, 2024, Fidus Investment Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) at its offices located at 1603 Orrington Avenue, Suite 1005, Evanston, IL 60201. The common stockholders of the Company of record at the close of business on March 21, 2024 voted on two proposals at the Annual Meeting, both of which were approved. The final voting results from the Annual Meeting were as follows:
Proposal 1 — Election of Class I Directors
The following individuals, constituting all the nominees named in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2024 (the “Proxy Statement”), were elected as the Class I directors to serve until the 2027 annual meeting of stockholders or until their respective successor has been duly elected and qualified. The following votes were taken in connection with this proposal:
| FOR | WITHHELD | |||||||
| Charles D. Hyman |
13,408,031 | 2,559,717 | ||||||
| Kelly McNamara Corley |
13,500,678 | 2,467,070 | ||||||
Proposal 2 — Approval to Sell or Otherwise Issue Shares of Common Stock Below Net Asset Value
A proposal to authorize the Company, subject to the approval of the Board of Directors of the Company, to sell or otherwise issue shares of its common stock during the next year at a price below the Company’s then current net asset value per share, subject to certain conditions as set forth in the Proxy Statement (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of its then outstanding common stock immediately prior to each such sale) was approved. The following votes were taken in connection with this proposal:
| FOR |
AGAINST |
ABSTAIN | ||
| 12,836,754 | 2,794,087 | 336,901 |
This proposal was also approved by the Company’s non-affiliated stockholders by a vote of 12,836,754 shares for, 2,794,087 shares against and 336,901 abstained. The number of votes cast in favor of this proposal represents a majority of outstanding voting securities of the Company, as defined under the Investment Company Act of 1940, and a majority of outstanding securities that are not held by affiliated persons of the Company.
SIGNATURES
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 14, 2024 | Fidus Investment Corporation | |||||
| By: | /s/ Shelby E. Sherard | |||||
| Shelby E. Sherard | ||||||
| Chief Financial Officer, | ||||||
| Chief Compliance Officer and Secretary | ||||||