DEF 14A of PennantPark Floating Rate Capital Ltd.
Filed Dec 13, 20230000950170-23-070038
Election of Directors
Election of Directors In an election where the number of nominees is equal to the number of directors to be elected, as is the case at the Annual Meeting, the election of a director to the Board requires the affirmative vote of a majority of the total votes cast for and against such nominee at the Annual Meeting in person (virtually) or by proxy. If you vote “Against” with respect to a nominee, your shares will be voted against the person indicated. Abstentions and Broker Non-Votes will have no effect on the result of the vote. Stockholders of the Company may not cumulate their votes.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with its bylaws, the Company currently has six members on the Board. Directors are divided into three classes and are elected for staggered terms of three years each, with a term of office of one of the three classes of directors expiring each year. After this election, the terms of Class I, II and III directors will expire at the annual meetings of stockholders in 2027, 2025 and 2026, respectively. Each director will hold office for the term to which he is elected and until a successor is duly elected and qualifies. A Stockholder can vote for or against each nominee named below. In the absence of instructions to the contrary, it is the intention of the person named as proxy to vote such proxy FOR the election of each nominee named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that either nominee will be unable or unwilling to serve. THE BOARD, INCLUDING ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information about the Nominees and Directors
Information about the Nominees and Directors Certain information with respect to the nominees for election at the Annual Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of the Company. The nominees currently serve as directors of the Company. Each of Mr. Marshall Brozost and Mr. Samuel Katz has been nominated for election as a Class I director of PFLT for a three-year term expiring at the annual meeting of stockholders in 2027. Neither Mr. Brozost nor Mr. Katz is being proposed for election pursuant to any agreement or understanding between either Mr. Brozost nor Mr. Katz and the Company.
Information about the Nominees and Directors
| Name, Address and Age(1) | Position(s) held with Company | Company, Term of Office and Length of Time Served | Principal Occupation(s) During, at least, the Past 5 Years | Number of Companies in Fund Complex Overseen by Director | Other Directorships Held by Director or Nominee for Director During the Past 5 Years(2) | | Independent Directors | | | | | | | Adam K. Bernstein (60) | Director | PFLT - Class II Director since October 2010; Term expires 2025 | President of The Bernstein Companies, a Washington, D.C.-based real estate investment and development firm, since 1995 and President and Chief Executive Officer of Consortium Atlantic Realty Trust, Inc., a private real estate investment trust operating in the Mid-Atlantic region, from 2006. Also, Mr. Bernstein served on the Board of Overseers of the School of Arts and Sciences at the University of Pennsylvania from 2012 to 2021 and the Board of Trustees of the School of Arts and Sciences at the University of Pennsylvania from 2018 to 2022. | Two | Advisory Board Member of University Research Corporation since 2020 |
Information about the Nominees and Directors
| Marshall Brozost (56) | Director Nominee | PFLT - Class I Director since October 2010; Term expires, if elected, 2027 | Partner at Allen Matkins Leck Gamble Mallory & Natsis LLP, where he serves as co-chair of the New York real estate group, since September 2023. Prior to Allen Matkins Leck Gamble Mallory & Natsis LLP, Mr. Brozost practiced law at McDermott Will & Emery LLP, From April 2022 to September 2023; Orrick, Herrington & Sutcliffe LLP, from July 2016 to April 2022; at Schulte Roth & Zabel LLP from May 2012 to July 2016; and at Dewey & LeBoeuf LLP from 2005 to 2012. | Two | None | | Jeffrey Flug (61) | Director | PFLT - Class II Director since October 2010; Term expires 2025 | Mr. Flug was President of Union Square Hospitality Group, an exclusive chain of restaurants, from 2009 to June 2015. Mr. Flug served as Chief Executive Officer and Executive Director of Millennium Promise Alliance, Inc., a non-profit organization whose mission is to eradicate extreme global poverty, from 2006 to 2008. From 2000 to 2006, Mr. Flug was a Managing Director and Head of North American Institutional Sales at JP Morgan’s Investment Bank. | Two | Shake Shack Inc., since September 2014; Tender Greens, a private company, since 2015; Sears Hometown and Outlet Stores, Inc., from October 2012 to September 2015. | | Samuel L. Katz (58) | Director Nominee | PFLT - Class I Director since October 2010; Term expires, if elected, 2027 | Managing Partner of TZP Group LLC, a private equity fund, since 2007. Chief Executive Officer and director of TZP Strategies Acquisition Corp. (Nasdaq: TZPS), a special purpose acquisition company; Before joining TZP Group, Mr. Katz was Chief Executive Officer of MacAndrews & Forbes Acquisition Holdings, Inc. from 2006 to 2007. Prior to that position, Mr. Katz was Chairman and Chief Executive Officer of the Cendant Travel Distribution Services Division from 2001 to 2005. | Two | Director of TZP Strategies Acquisition Corp.; BQ Resorts, LLC; Lift Brands, Inc.; HomeRiver Group; Pyramid Hotel Group; Triangle Home Fashions Holdings, LLC; Whitestone Home Furnishings, LLC (d/b/a The Saatva Company); Dwellworks; Rebath Member: Executive Committee of YRF Darca; Board of Advisors of Columbia University Irving Medical Center |
Information about the Nominees and Directors
| Interested Director | | | | | | | Arthur H. Penn (60)(3) | Director Chief Executive Officer and Chairman of the Board of Directors | PFLT - Class III Director since October 2010; Term expires 2026 | Founder, Chairman and Chief Executive Officer of the Company from its inception in 2010. Mr. Penn also is the Founder and Managing Member of the Adviser. Before founding PNNT, Mr. Penn was the Co-Founder of Apollo Investment Management, where he was a Managing Partner from 2004 to 2006. He also served as Chief Operating Officer of Apollo Investment Corporation from inception in 2004 to 2006 and served as President and Chief Operating Officer in 2006. He formerly was a Managing Partner of Apollo Value Fund L.P. (formerly Apollo Distressed Investment Fund, L.P.) from 2003 to 2006. | Two | None | | José A. Briones, Jr. (53)(4) | Director | PFLT - Class III Director since May 2022; Term expires 2026 | Mr. Briones joined the Adviser in December 2009 and is a Senior Partner. Before joining the Adviser, Mr. Briones was a Partner of Apollo Investment Management, L.P. and a member of its investment committee since 2006. Before that, he was a Managing Director with UBS Securities LLC in the Financial Sponsors and Leveraged Finance Group from 2001 to 2006. Before joining UBS, he was a Vice President with JP Morgan in the Global Leveraged Finance Group from 1999 to 2001. From 1992 to 1999, Mr. Briones was a Vice President at BT Securities and BT Alex Brown Inc. in the Corporate Finance Department. | Two | None |
Information about the Nominees and Directors
The address for each officer and director is c/o PennantPark, 1691 Michigan Avenue, Miami Beach, Florida 33139 . (2) No director otherwise serves as a director of an investment company subject to the 1940 Act. (3) Mr. Penn is an interested director due to his position as an officer of the Company and of the Adviser. (4) Mr. Briones is an interested director due to his position as an officer of the Adviser.
Compensation of Independent Directors
Compensation of Independent Directors Each Independent Director receives an annual payment of $110,000 for services performed on behalf of the Company as a director. The Independent Directors also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Board meeting and receive $500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting (unless combined with a Board meeting). In addition, each Co-Chairman of the Audit Committee receives an annual fee of $3,750 and each Co-Chairman of any other committee receives an annual fee of $1,250 for his additional services in these capacities. Also, the Company has purchased directors’ and officers’ liability insurance on behalf of its directors and officers and indemnifies such persons against certain losses. Independent Directors have the option to receive their directors’ fees paid in shares of the Company’s Common Stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is expected to be paid to directors who are “interested persons” (as defined in the 1940 Act).
Compensation of Directors and Executive Officer
Compensation of Directors and Executive Officer The following table shows information regarding the compensation paid by (i) the Company and (ii) all of the companies in the Fund Complex, including the Company, in the aggregate, to our directors for the fiscal year ended September 30, 2023. No compensation is paid directly by the Company to any interested director or executive officer of the Company.
Compensation of Directors and Executive Officer
| Name | Aggregate compensation from the Company | Pension or retirement benefits accrued as part of our expense(1) | Total paid to director/officer from the Company | Total paid to director/officer from the Fund Complex | | Independent directors | | | | | | Adam K. Bernstein | $101,250 | None | $101,250 | $223,750 | | Marshall Brozost | $101,250 | None | $101,250 | $223,750 | | Jeffrey Flug | $103,750 | None | $103,750 | $236,250 | | Samuel L. Katz | $103,750 | None | $103,750 | $236,250 | | Interested director | | | | | | Arthur H. Penn | None | None | None | None | | José A. Briones, Jr. | None | None | None | None | | Executive officer | | | | | | Richard T. Allorto, Jr.(2) | None | None | None | None |
Compensation of Directors and Executive Officer
We do not have a profit sharing or retirement plan, and directors do not receive any pension or retirement benefits from us. (2) Mr. Allorto is an employee of the Administrator. As a result of an error in the classification and presentation of cash as noted in the Company’s financial statements for the fiscal year ended September 30, 2023, the Company conducted an analysis to determine whether incentive-based compensation was erroneously awarded, thereby necessitating recovery under the Clawback Policy the Company adopted effective December 1, 2023. Because the Company does not pay or otherwise award incentive-based compensation to its executives, the Company concluded that error did not result in erroneously-awarded incentive-based compensation, and therefore no compensation recovery was required.