Runway Growth Finance (RWAY) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 23, 2025, to approve a new investment management agreement due to a change in control of the investment adviser, with no changes to management, investment strategy, or fee structure expected.

• The new agreement is required as the adviser's ownership will transfer to a BC Partners-affiliated entity, but all key personnel and services will remain unchanged.

• The Board unanimously recommends approval, citing benefits such as enhanced access to capital, expanded origination channels, and potential operational efficiencies.

• Stockholders will also vote on the election of a new director and the potential adjournment of the meeting if more votes are needed.

Voting matters and shareholder proposals

• Proposals include approval of the new advisory agreement, election of Catherine Frey as director, and adjournment of the meeting if necessary.

• The new advisory agreement proposal requires a majority of outstanding voting securities for approval; the director proposal requires a plurality of votes cast.

• The adjournment proposal allows the meeting to be postponed to solicit additional proxies if needed.

• The Board, including all independent directors, unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

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

• Catherine Frey is nominated to replace a resigning director, maintaining compliance with regulatory requirements for board independence.

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

• The Board meets regularly, and independent directors hold executive sessions without management.