Runway Growth Finance (RWAY) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 22, 2024, for shareholders of record as of July 1, 2024.

• Shareholders will vote on electing three directors and ratifying the selection of RSM US LLP as the independent auditor for 2024.

• Proxy materials are available online, with options for electronic or mail voting to encourage broad participation.

Voting matters and shareholder proposals

• Proposals include electing three directors (two for three-year terms, one for a one-year term) and ratifying RSM US LLP as auditor.

• The board unanimously recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2025 meeting by March 25, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of five members divided into three classes with staggered terms.

• Three independent directors and two interested directors serve, with independence determined per NASDAQ and 1940 Act standards.

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

• Board meetings and committee attendance exceeded 75% for all directors in 2023.

• Board diversity matrix is disclosed per Nasdaq rules.