DEF 14A of Prospect Capital Corp
Filed Sep 19, 20240001287032-24-000344
Proposal 1: Election of Directors
Proposal 1: Election of Directors Pursuant to our Bylaws, our Board of Directors may change the number of directors constituting the Board, provided that the number thereof shall never be less than three nor more than eight. In accordance with our Bylaws, we currently have five directors on our Board of Directors. Directors are elected for staggered terms of three years each, with a term of office of one of the three classes of directors expiring at each annual meeting of stockholders. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. A stockholder can vote for or withhold his or her vote from any 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 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 of Directors as a replacement. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve, and each such person has consented to being named in this Proxy Statement as a nominee and to serve if elected. Each of M. Grier Eliasek and Andrew C. Cooper has been nominated for election as a Class II director to serve until the Annual Meeting of Stockholders in 2027 and in each case until his successor is duly elected and qualifies. Neither Mr. Eliasek nor Mr. Cooper is being proposed for election pursuant to any agreement or understanding with any other director or the Company. The Board of 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 Class II 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 1940 Act and the Nasdaq rules require that the Board of Directors consist of at least a majority of independent directors. Under the 1940 Act, in order for a director to be deemed independent, he or she, among other things, generally must not: own, control or hold power to vote 5% or more of the voting securities or be an officer or employee of the Company or of an investment adviser or principal underwriter to the Company; control the Company or an investment adviser or principal underwriter to the Company; be an officer, director or employee of an investment adviser or principal underwriter to the Company; be a member of the immediate family of any of the foregoing persons; knowingly have a direct or indirect beneficial interest in, or be designated as an executor, guardian or trustee of an interest in, any security issued by an investment adviser or principal underwriter to the Company; be a partner or employee of any firm that has acted as legal counsel to the Company or an investment adviser or principal underwriter to the Company during the last two years; or have certain relationships with a broker-dealer or other person that has engaged in agency transactions, principal transactions, lent money or other property to, or distributed shares on behalf of the Company. Under the Nasdaq rules, in order for a director to be deemed independent, our Board of Directors must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. The Board of Directors, in connection with the 1940 Act and the Nasdaq rules, has considered the independence of members of the Board of Directors who are not employed by PCM and has concluded that Andrew C. Cooper, William J. Gremp and Eugene S. Stark are not “interested persons” as defined by the 1940 Act and therefore qualify as independent directors under the standards promulgated by the 1940 Act and the Nasdaq rules. In reaching this conclusion, the Board of Directors concluded that Messrs. Cooper, Gremp and Stark had no relationships with PCM or any of its affiliates, other than their positions as directors of the Company and, if applicable, investments in us that are on the same terms as those of other stockholders.
Nominees for Class II Directors —Term Expiring 2027
Nominees for Class II Directors —Term Expiring 2027
Nominees for Class II Directors —Term Expiring 2027
| Name, Address and Age | Position(s) Held with Company | Term at Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Funds in Fund Complex(2) Overseen by Director or Nominee for Director (including the Company) | Other Directorships Held by Director or Nominee for Director | | Andrew C. Cooper, 62(1) | Lead Independent Director | Class II Director since February 2009; Term expires 2024 | Mr. Cooper is an entrepreneur, who over the last 15 years has founded, built, run and sold three companies. He is Co-Chief Executive Officer of Unison Energy, LLC, a company that develops, owns and operates distributed combined heat and power co-generation solutions. | 3 | Priority Income Fund, Inc. since October 28, 2012(3), Prospect Floating Rate and Alternative Income Fund, Inc. since February 19, 2013 |
Nominees for Class II Directors —Term Expiring 2027
(1) The business address of Mr. Cooper is c/o Prospect Capital Corporation, 10 East 40th Street, 42nd Floor, New York, New York 10016. (2) The Fund Complex consists of the Company, Priority and PFLOAT. (3) An investment company registered under the 1940 Act.
Class III Directors—Term Expiring 2025
Class III Directors—Term Expiring 2025
Compensation Table
Compensation Table
Compensation Table
| Name and Position | Aggregate Compensation from the Company | Pension or Retirement Benefits Accrued as Part of the Company’s Expenses(1) | Total Compensation from Company and Fund Complex | | Interested Directors | | | | | John F. Barry III(2) | None | None | None | | M. Grier Eliasek(2) | None | None | None | | Independent Directors | | | | | Andrew C. Cooper(3) | $187,500 | None | $262,500 | | William J. Gremp(4) | $187,500 | None | $262,500 | | Eugene S. Stark(5) | $187,500 | None | $262,500 | | Executive Officer | | | | | Kristin Van Dask(2)(6) | None | None | None |
Compensation Table
(1) We do not have a bonus, profit sharing or retirement plan, and directors do not receive any pension or retirement benefits. (2) We have not paid, and we do not intend to pay, any annual cash compensation to our executive officers for their services as executive officers. Messrs. Barry and Eliasek are compensated by PCM from the income PCM receives under the management agreement between PCM and us. Ms. Van Dask is compensated from the income Prospect Administration receives under the administration agreement. (3) Mr. Cooper joined our Board of Directors on February 12, 2009. (4) Mr. Gremp joined our Board of Directors on April 1, 2010. (5) Mr. Stark joined our Board of Directors on September 4, 2008. (6) On April 4, 2018, our Board of Directors appointed Ms. Van Dask as the Chief Financial Officer, Treasurer, Secretary, and Chief Compliance Officer of the Company.
Compensation of Directors
Compensation of Directors During the fiscal year ended June 30, 2024, the independent directors of the Board received an annual fee of $187,500 per director plus reimbursement of any reasonable out-of-pocket expenses incurred.