SuRo Capital (SSSS) Proxy filing summary

Executive summary

• Stockholders are asked to approve an Advisory Agreement appointing Neostellar Advisors LLC as external investment adviser, transitioning from an internally managed to an externally managed structure.

• The Board unanimously recommends approval, citing benefits from Magnetar's scale, resources, and investment expertise.

• Magnetar will invest $20 million in the company, contingent on the agreement's approval and other conditions.

• The current management team will continue to oversee investment strategy, now as employees of the Adviser.

• The company will change its name to Neostellar Capital Corp. and adopt a new ticker symbol.

Voting matters and shareholder proposals

• The sole proposal is to approve the Advisory Agreement with Neostellar Advisors LLC.

• Approval requires a majority of outstanding voting securities as defined by the 1940 Act.

• Abstentions and broker non-votes count as votes against the proposal.

• The Board and all directors intend to vote in favor of the proposal.

Board of directors and corporate governance

• The current Board, including all independent directors, unanimously approved the transition.

• The Board will continue to oversee the Adviser and annually review the Advisory Agreement.

• A Magnetar representative will be appointed to the Board if the agreement is approved.

• The current directors and executive officers will remain in their roles post-externalization.