Fidus Investment (FDUS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 10, 2026, with voting on two key proposals: election of two Class III directors and authorization to issue shares below NAV under certain conditions.

• Stockholders of record as of March 19, 2026, are eligible to vote, with 37,954,364 shares outstanding.

• Voting can be done in person, by mail, telephone, or Internet, and a quorum requires over 50% of shares represented.

• Proxy solicitation costs are estimated at $300,000, with Alliance Advisors, LLC engaged as proxy solicitor.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Edward H. Ross and Raymond L. Anstiss, Jr.) to serve until 2029.

• Proposal 2: Authorize issuance of shares below NAV, limited to 25% of outstanding shares per sale, for up to one year.

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2027 meeting must be submitted between September 21 and November 20, 2026.

Board of directors and corporate governance

• Board consists of five members, with a majority independent under Nasdaq rules.

• Audit and Nominating Committees are composed solely of independent directors.

• Board leadership structure includes an interested Chairman (Ross) and regular executive sessions of independent directors.

• Code of Business Conduct and Corporate Governance Guidelines are in place and available online.