Gladstone Capital (GLAD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 6, 2025, with voting available online, by phone, or by mail.

• Stockholders will vote on electing two directors and ratifying the selection of the independent auditor for fiscal 2025.

• Record date for voting is December 6, 2024; proxy materials are available online.

• Voting results will be announced at the meeting and published in a Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Elect John H. Outland (independent) and David Gladstone (interested) as directors until 2028.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending September 30, 2025.

• Stockholder proposals for the 2026 meeting must be submitted by August 22, 2025, for inclusion in proxy materials.

• Advance notice for director nominations/business for 2026 meeting: between November 8 and December 8, 2025.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; directors serve staggered three-year terms.

• Board diversity matrix discloses gender, race/ethnicity, and veteran status.

• Paula Novara appointed as first racially/ethnically diverse member in 2022 following shareholder engagement.

• Lead Independent Director presides over executive sessions; board met four times in 2024.

• Ethics Committee considers diversity, experience, and independence in director nominations.