MidCap Financial Investment (MFIC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, to elect two Class III Directors and ratify Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2025.

• Stockholders of record as of April 21, 2025, are eligible to vote, with 93,303,622 shares outstanding, each entitled to one vote per matter.

• Voting can be conducted online, by phone, or by mail, and proxies are solicited to ensure quorum and representation.

Voting matters and shareholder proposals

• Proposals include electing two Class III Directors for terms expiring in 2028 and ratifying Deloitte as the independent auditor.

• Stockholders may submit additional proposals or director nominations for future meetings, following specific deadlines and requirements.

• The Board unanimously recommends voting for all nominees and the auditor ratification.

Board of directors and corporate governance

• The Board consists of seven members, with a majority being independent as required by NASDAQ and the 1940 Act.

• Directors are divided into three classes with staggered three-year terms; four are independent, and three are interested due to affiliations.

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

• The Board’s oversight role includes risk management, compliance, and regular interaction with management and service providers.