Fidus Investment (FDUS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, with voting on two key proposals: election of two Class II directors and authorization to issue shares below NAV under certain conditions.

• Shareholders of record as of March 20, 2025, are eligible to vote in person, by mail, phone, or internet.

• The Board recommends voting FOR both proposals.

• Proxy materials and the annual report are available online and by request.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors to serve until the 2028 annual meeting.

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

• No other matters are expected; shareholders have no dissenters' or appraisal rights.

• Shareholder proposals for the 2026 meeting must comply with bylaws and SEC rules.

Board of directors and corporate governance

• The board consists of five members, divided into three classes with staggered three-year terms.

• Three directors are independent; two are interested due to roles with the Investment Advisor.

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

• The board encourages, but does not require, director attendance at annual meetings.

• The company has adopted a Code of Business Conduct and corporate governance guidelines.