DEF 14A of Palmer Square Capital BDC Inc., Nov 15, 2024

DEF 14A of Palmer Square Capital BDC Inc.

Filed Nov 15, 20240001213900-24-098755

Open on EDGAR

  1. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors The election of directors requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting in person or by proxy. This means that the director nominees will be elected if they receive more affirmative votes than any other person. Because the director nominees are running unopposed, they can be elected upon any affirmative vote regardless of whether any such nominee receives more than 50% of the stockholder vote. Stockholders may not cumulate their votes. Abstentions and broker non-votes will not be included in determining the number of votes cast, and, as a result, will have no effect on the election of the nominees.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Company’s Bylaws (the “Bylaws”), the Board currently has five members. 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 at the annual meeting of the Company’s stockholders each year. After this election, the terms of Class I, Class II and Class III directors will expire in 2025, 2026 and 2027, respectively. Each director will hold office for the term to which he or she is elected, or until his or her successor is duly elected and qualifies. A Stockholder can vote for, or instruct his, her or its proxy to withhold his, her or its vote from, the nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If any 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 Jeffrey D. Fox or James W. Neville will be unable or unwilling to serve. THE BOARD, INCLUDING EACH OF ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. Information about the Nominees and Non-Nominee Directors

    Information about the Nominees and Non-Nominee Directors Certain information with respect to the Class III 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. Each of Jeffrey D. Fox and James W. Neville has been nominated for election as a Class III director for a term expiring at the annual meeting of the Company’s stockholders in 2027. Neither Mr. Fox nor Mr. Neville is being proposed for election pursuant to any agreement or understanding between Mr. Fox or Mr. Neville, on the one hand, and the Company or any other person or entity, on the other hand.

  4. Nominees for Class III Directors — Term Expiring 2027

    Nominees for Class III Directors — Term Expiring 2027 Mr. Fox is an “interested person” of the Company as defined in the 1940 Act due to his position as Chief Financial Officer of the Company and his relationship with, and indirect financial interest in, the Adviser. Mr. Neville is not an “interested person” of the Company as defined in the 1940 Act.

  5. Nominees for Class III Directors — Term Expiring 2027

    | Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years(2) | | Interested Director | | | | | | Jeffrey D. Fox – 49 | Chief Financial Officer and Director | Class III Director since November 2019; Term Expires 2024 | President of Palmer Square Capital Management LLC since March 2020. Managing Director of Palmer Square Capital Management LLC from April 2013 to March 2020. | None. | | Independent Director | | | | | | James W. Neville Jr. – 60 | Director | Class III Director since November 2019; Term Expires 2024 | Proprietary trader and investor. Portfolio Manager at Great Plains Principal Trading, an asset management firm, from January 2012 through June 2019. | Member of the Board of Trustees of Palmer Square Opportunistic Income Fund since August 2014 and Palmer Square Funds Trust since March 2024. |

  6. Class I Directors — Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting)

    Class I Directors — Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting) Mr. Long is an “interested person” of the Company as defined in the 1940 Act due to his positions as Chief Executive Officer of the Company and his relationship with, and indirect financial interest in, the Adviser. Ms. Webber is not an “interested person” of the Company as defined in the 1940 Act.

  7. Class I Directors — Term Expiring 2025 (continuing directors not up for re-election at the Annual Meeting)

    | Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years(2) | | Interested Director | | | | | | Christopher D. Long – 49 | Chief Executive Officer and Chairman | Class I Director since November 2019; Term Expires 2025 | Chief Executive Officer of Palmer Square Capital Management LLC. | Member of the Board of Trustees of Palmer Square Opportunistic Income Fund from August 2014 to October 2018. | | Independent Director | | | | | | Megan L. Webber – 49 | Director | Class I Director since November 2019; Term Expires 2025 | Director of Investment Reporting at The Anschutz Corporation, a private holding company. | Member of the Board of Trustees of Palmer Square Opportunistic Income Fund since August 2014 and Palmer Square Funds Trust since March 2024. |

  8. Class II Director — Term Expiring 2026 (continuing director not up for re-election at the Annual Meeting)

    | Name, Address and Age(1) | Position(s) held with Company | Term of Office and Length of Time Served | Principal Occupation(s) During the Past 5 Years | Other Public Directorships Held by Director or Nominee for Director During the Past 5 years(2) | | Independent Director | | | | | | Christopher C. Nelson – 50 | Director | Class II Director since November 2019; Term Expires 2026 | Wealth Advisor at SeaCrest Wealth Management, a financial advisory firm, since May 2018. | Member of the Board of Trustees of Palmer Square Opportunistic Income Fund since February 2024 and Palmer Square Funds Trust since March 2024. |

  9. Interested Directors

    Interested Directors Christopher D. Long Mr. Long was appointed as our Chairman and Chief Executive Officer in 2019 and has served on our Board since November 2019. Mr. Long has also served as Chief Executive Officer of our Adviser since 2019 and Chief Executive Officer of Palmer Square Capital Management LLC (“PSCM”) since 2009 and is responsible for managing our Adviser’s and PSCM’s overall business. Mr. Long also served as our President from November 2019 to March 2022 and as President of PSCM from 2009 to March 2020. Since PSCM’s inception, Mr. Long has been successful in not only building a highly-experienced investment team, but also an integrated credit investment platform that manages mutual fund offerings, private funds and separately managed accounts. PSCM has a client list that spans not only institutions and family offices, but also registered investment advisers, banks/trusts, and broker-dealers. Mr. Long’s previous work experience includes key investment roles at Prairie Capital and Sandell Asset Management as well as working at Morgan Stanley in the Credit Derivatives and Distressed Securities Group focused on the firm’s proprietary investments. Before Morgan Stanley, he worked at TH Lee Putnam Ventures, a private equity fund sponsored by Thomas H Lee Partners and Putnam Investments. In that role, he also served on the Board of Directors of Avero, Inc. and was a Board Observer for Parago, Inc. He started his career at JPMorgan & Co. in Leveraged Finance and Mergers & Acquisitions (FIG Group) advising corporations and private equity firms on investment banking and capital markets. Mr. Long previously served on the board of trustees of Palmer Square Opportunistic Income Fund (Nasdaq) from August 2014 to October 2018. Mr. Long is married to Angie K. Long, our Chief Investment Officer. He received an MBA degree from the Harvard Business School and an AB degree in Economics cum laude from Princeton University. The Board believes that Mr. Long’s strong investment and operating leadership experience qualifies him to serve on the Board. Jeffrey D. Fox Mr. Fox was appointed as our Chief Financial Officer in 2019 and has served on our Board since November 2019. Mr. Fox has also served as Chief Financial Officer of our Adviser since 2019 and as President of PSCM since March 2020. Mr. Fox previously served as our Treasurer from November 2019 to March 2022 and as Managing Director of PSCM from April 2013 to March 2020. Prior to joining PSCM in April 2013, Mr. Fox worked for Sandler O’Neill and Partners from September 2011 to March 2013 where he was a Managing Director within Fixed Income where he was involved in the structuring and sales of many products, including collateralized loan obligations (“CLOs”). Before Sandler O’Neill, Mr. Fox worked for Société Générale as a Director within Global Markets Advisory where he was instrumental in the US collateralized debt obligation (“CDO”)/CLO and RMBS Credit Advisory effort. His work included the restructuring of various structured credit legacy positions for European institutions as well as the modeling behind the corporate rating and pricing for various structured products. Prior to Société Générale, Mr. Fox was employed by JPMorgan Chase & Co/Bear Stearns, where he was an Associate Director in the FAST organization focusing on the structuring of Trust Preferred CDOs and CLOs. Also while at Bear Stearns, Mr. Fox managed the global CDO analytics desk which included intensive credit modeling of various asset classes. Mr. Fox received a MS degree in Computer Information Systems from Arizona State University and a BS degree in Geology with a minor in Mathematics from Northern Arizona University. The Board believes that Mr. Fox’s strong operational and financial experience qualifies him to serve on the Board.

  10. Independent Directors

    Independent Directors Megan L. Webber Ms. Webber has served on our Board since November 2019. Ms. Webber is a Director of Investment Reporting at The Anschutz Corporation, where she has worked for over 23 years. Prior to Anschutz Corporation, she was a Supervising Audit Senior at KPMG, LLP from 1997 to 2000. Ms. Webber has served on the board of trustees of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014, and previously served on the board of trustees of Montage Managers Trust from July 2015 to March 2017. Ms. Webber received a BS in Accounting from Indiana University and received her CPA license in 1997. The Board believes that Ms. Webber’s strong financial and audit experience qualifies her to serve on the Board. James W. Neville Jr. Mr. Neville has served on our Board since November 2019. Mr. Neville is an active proprietary trader and investor. He was a Portfolio Manager at Great Plains Principal Trading from January 2012 through June 2019. Prior to Great Plains Principal Trading, Mr. Neville served as a proprietary trader for over 23 years, focusing on agriculture futures and options as well as stock index futures and energy. Mr. Neville has served on the board of directors of Palmer Square Opportunistic Income Fund (Nasdaq) since 2014. The Board believes that Mr. Neville’s strong investment management and trading experience qualifies him to serve on the Board. Christopher C. Nelson Mr. Nelson has served on our Board since November 2019. Mr. Nelson is a Wealth Advisor at SeaCrest Wealth Management, where he has worked since May 2018. Prior to SeaCrest Wealth Management, Mr. Nelson was a Vice President at Enterprise Trust Company from February 2013 to February 2018, where he led the Kansas City team. Prior to that, Mr. Nelson held investment management roles at The Private Bank, Kornitzer Capital Management, and The Bank of New York. Mr. Nelson received a Bachelor of Arts in English from Gettysburg College in Gettysburg, Pennsylvania. The Board believes that Mr. Nelson’s strong investment management experience qualifies him to serve on the Board.

  11. Compensation of Directors

    Compensation of Directors The Independent Directors will receive an annual fee of $50,000 for the fiscal year ending December 31, 2024. They also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each regular Board meeting, each special meeting and each committee meeting attended. We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. No compensation is paid to directors who are “interested persons.” The Board reviews and determines the compensation of Independent Directors. The following table shows information regarding the compensation earned by our directors for the year ended December 31, 2023. No compensation is paid by us to any Interested Director or executive officer of the Company.

  12. Compensation of Directors

    | Name | Aggregate Compensation from Palmer Square Capital BDC Inc.(1) | Pension or Retirement Benefits Accrued as Part of Our Expenses(2) | Total Compensation from Palmer Square Capital BDC Inc. Paid to Director(1) | | Independent Directors | | | | | Megan L. Webber | $25,000 | — | $25,000 | | James W. Neville Jr. | $25,000 | — | $25,000 | | Christopher C. Nelson | $25,000 | — | $25,000 | | Interested Directors | | | | | Christopher D. Long | $— | — | $— | | Jeffrey D. Fox | $— | — | $— |

  13. Compensation of Directors

    ____________ (1) For a description of the Independent Directors’ compensation, see above. (2) We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits.