MidCap Financial Investment (MFIC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 18, 2026, to elect two Class I Directors and ratify the selection of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2026.

• Stockholders of record as of April 22, 2026, are entitled to vote, with 82,372,628 shares outstanding, each entitled to one vote per matter.

• The Board encourages electronic voting and participation, with detailed procedures for proxy authorization, revocation, and meeting access.

Voting matters and shareholder proposals

• Proposals include electing two Class I Directors for terms expiring in 2029 and ratifying Deloitte & Touche LLP as auditor.

• Stockholders may submit proposals for the 2027 meeting by December 31, 2026, following specific bylaw requirements.

• Votes for directors require a majority of votes cast; ratification of the auditor also requires a majority of votes cast.

Board of directors and corporate governance

• The Board consists of seven members, with a majority being independent under NASDAQ rules.

• Emanuel Pearlman (independent) and Tanner Powell (interested) are nominated for election; Howard Widra will not stand for re-election.

• The Board has Audit, Nominating and Corporate Governance, Compensation, and Co-Investment Committees, all composed of independent directors.

• The lead Independent Director facilitates communication among independent directors and management.