Fidus Investment (FDUS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, with two main proposals for shareholder vote: 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, with 34,731,661 shares outstanding.

• Voting can be done in person, by mail, telephone, or Internet, and the Board recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Thomas C. Lauer and Edward X. Tune) to serve until 2028.

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

• No other matters are expected, and shareholders have no dissenters' or appraisal rights for these proposals.

• Procedures for submitting proposals for the 2026 meeting are outlined, with deadlines between September 22 and November 21, 2025.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent under Nasdaq rules.

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

• The board encourages, but does not require, director attendance at annual meetings; all directors attended in 2024.

• The chairman is not independent, but governance practices include regular executive sessions of independent directors.

• The Nominating Committee emphasizes diversity in gender, background, and experience.