Gladstone Investment (GAIN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 6, 2026, with voting on two key proposals: election of two directors and authorization to issue shares below NAV under certain conditions.

• Only stockholders of record as of June 10, 2026, are entitled to vote, with detailed instructions provided for voting by mail, phone, or internet.

• Proxy solicitation costs are borne by the company, with Broadridge engaged for solicitation services.

• Stockholders may submit proposals for the 2027 meeting by February 18, 2027, and must comply with advance notice provisions.

Voting matters and shareholder proposals

• Proposal 1: Elect Michela A. English and Anthony W. Parker as directors for terms expiring in 2029.

• Proposal 2: Authorize issuance and sale of up to 25% of outstanding common stock below NAV within 12 months, subject to board approval.

• Both proposals require specific voting thresholds; abstentions and broker non-votes have defined effects on outcomes.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

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

• Lead Independent Director presides over executive sessions; board met four times in fiscal 2026, with high attendance.

• Committees include Audit, Compensation, Ethics/Nominating/Corporate Governance, Executive, Offering, and Valuation, each with defined roles and independent membership.

• The Ethics Committee emphasizes diversity, integrity, and relevant expertise in director nominations.

• Stockholders can communicate with the board and recommend director candidates under established procedures.