Prospect Capital (PSEC) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 9, 2026, to consider renewing authorization to sell common stock below net asset value (NAV) for the next 12 months, subject to a 25% cap per sale date.

• The Board and management recommend voting in favor, citing flexibility to raise capital in volatile markets and maintain regulatory ratios.

• Stockholders are encouraged to vote by proxy or attend virtually; special instructions apply for shares held via TASE members.

• The company may repurchase outstanding securities and notifies stockholders as required by law.

Voting matters and shareholder proposals

• Only one proposal: renew authorization to sell common stock below NAV, with Board approval, for up to 25% of outstanding shares per sale.

• Approval requires either a majority of outstanding shares (with additional conditions) or a majority of beneficial holders.

• Abstentions count as votes against the proposal.

• No other business or director nominations will be considered at this special meeting.

Board of directors and corporate governance

• Board consists of interested and independent directors; majority of independent directors must approve any below-NAV sale.

• Board and a majority of independent directors have already approved the proposal as in the best interests of stockholders.

• Board will consider potential dilution and advisor fee impacts before authorizing any sale.