SUBMISSION OF SHAREHOLDER PROPOSALS
Requirements for Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials
Proposals that a shareholder intends to present at the Company’s 2022 annual meeting of shareholders, which we refer to as definedthe “2022 Annual Meeting,” and wishes to be considered for inclusion in Section 2(a)(19)the Company’s proxy statement and form of proxy for the 2022 Annual Meeting must be received no later than 5:00 p.m., Eastern Time, on February 10, 2022. All proposals must comply with SEC Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Secretary by mail at the address provided below. As the rules of the 1940 Act. The BoardSEC make clear, simply submitting a timely proposal does not currently have a lead Independent Director. The Board, after considering various factors, has concludedguarantee that its structure is appropriate at this time. Asthe proposal will be included in the Company’s assets increase,proxy statement and form of proxy for the Board will continue2022 Annual Meeting.
Requirements for Other Shareholder Proposals to monitorBe Brought Before the Company’s structure2022 Annual Meeting and determine whether it remains appropriate based onDirector Nominations
Pursuant to the
complexityprovisions of the Company’s
operations.CommitteesBylaws, which we refer to as the “Bylaws,” notice of any proposal that a shareholder intends to present at the Board
The Board has established a standing audit committee and a standing nominating and corporate governance committee. The Board met thirty-four times and took action by unanimous written consent two times during the fiscal year ended December 31, 2015. Each director attended at least 95% of the aggregate of all meetings of the Board held during the fiscal year ended December 31, 2015. The Company2022 Annual Meeting, but does not intend to have a formal policy regarding director attendance at an annual meeting of shareholders.
Audit Committee
The members ofincluded in the Company’s audit committee are Robert A. Breakstone, Peter I. Finlay,proxy statement and Aron I. Schwartz, eachform of whom meetsproxy for the independence standards established by the SEC for audit committees and is independent for purposes of the 1940 Act. Mr. Schwartz serves2022 Annual Meeting, as chairman of the audit committee. The Board has determined that Mr. Schwartz is an “audit committee financial expert”well as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The audit committee operates pursuantany director nominations, must be delivered to a written charter and meets periodically as necessary. A copy of the audit committee’s charter is available on the Company’s website:www.cioninvestmentcorp.com. The audit committee is responsible for selecting, engagingSecretary by mail at the address provided below and discharging the Company’s independent registered public accounting firm (the “independent accountants”), reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services providedmust be received by the Company’s independent accountants (including compensation therefor), reviewingSecretary at the independenceaddress provided below not less than 90 days nor more than 120 days prior to the first anniversary of the Company’s independent accountants and reviewing the adequacydate of the Company’s internal controls over financial reporting. The audit committee also establishes guidelines, reviews preliminary valuations and makes recommendations to the Board regarding the valuationmailing of the Company’s loansNotice of Annual Meeting for the 2021 Annual Meeting of Shareholders. Accordingly, any notice given by a shareholder must be received no earlier than 5:00 p.m., Eastern Time, on January 11, 2022, and other investments. The audit committee met nine timesnot later than 5:00 p.m., Eastern Time, on February 10, 2022. To be in 2015. Eachproper form, the notice must be submitted by a shareholder of record and must include the then members of the audit committee attended all of the meetings held during 2015.
Nominating and Corporate Governance Committee
The members of the Company’s nominating and corporate governance committee are Messrs. Breakstone, Finlay and Schwartz, each of whom meets the independence standards establishedinformation required by the SECcurrent Bylaws with respect to each director nomination or proposal that the shareholder intends to present at the 2022 Annual Meeting. If you are a beneficial owner of Shares held by a broker or other custodian, you should contact the broker or other custodian that holds your Shares for governance committeesinformation about how to register your Shares directly in your name as a shareholder of record.
Notices of intention to present proposals at the 2022 Annual Meeting and/or director nominations must be addressed to and is independent for purposes of the 1940 Act. Mr. Breakstone serves as chairman of the nominating and corporate
governance committee. The nominating and corporate governance committee operates pursuant to a written charter and meets periodically as necessary. A copy of the nominating and corporate governance committee’s charter is available on the Company’s website:www.cioninvestmentcorp.com. The nominating and corporate governance committee is responsible for selecting, researching, and nominating directors for electionreceived by the Company’s shareholders, selecting nominees to fill vacancies on the Board or a committee of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and the Company’s management. The nominating and corporate governance committee will consider shareholders’ proposed nominations for directors. The nominating and corporate governance committee met twice in 2015. Each of the then members of the nominating and corporate governance committee attended all of the meetings held in 2015.
The nominating and corporate governance committee considers candidates suggested by its members and other directors, as well as the Company’s management and shareholders. A shareholder who wishes to recommend a prospective nominee for the Board must provide notice to the Company’s corporate secretary in accordance with the requirements set forth in the Company’s Bylaws, the nominating and corporate governance committee charter and any applicable law, rule or regulation regarding director nominations. Nominations should be sent to Stephen Roman, Corporate Secretary, CĪON Investment Corporation, 3 Park Avenue, 36th Floor, New York, NY 10016. To have10016, not later than 5:00 p.m., Eastern Time, on February 10, 2022. The Company will not consider any proposal or nomination that is not timely. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with or otherwise does not meet the Bylaws or SEC requirements for submitting a candidate considered byproposal or nomination, or other applicable requirements. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about the nominatingBylaws and corporate governance committee, a shareholder must submit the recommendation in writing and must include the following information:
SEC requirements.The name of the shareholder and evidence of the person’s ownership of Shares, including the number of Shares owned and the length of time of the ownership;OTHER BUSINESS
The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the person’s consent to be named as a director if selected by the nominating and corporate governance committee and nominated to the Board; and
If requested by the nominating and corporate governance committee, a completed and signed Director’s Questionnaire.
Compensation Committee
The CompanyBoard does not have a compensation committee because its executive officersintend to present any other business at the Meeting, nor is it aware that any shareholder intends to do not receiveso. If, however, any direct compensation fromother matters are properly brought before the Company. However,Meeting, the compensation payable topersons named in the Company’s investment adviser pursuant to the investment advisory agreement has been separately approved by a majority of the Independent Directors.
Compensation of Directors
Directors who do not also serve in an executive officer capacity for the Company or CIM are entitled to receive annual cash retainer fees, fees for attending Board and committee meetings and annual fees for serving as a committee chairperson, determined based on the Company’s net asset value as of the end of each fiscal quarter. These directors are Messrs. Breakstone, Finlay and Schwartz. Amounts payable under this arrangement are determined and paid quarterly in arrears as follows:
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Net Asset Value | | Cash Retainer | | Meeting Fee | | Chairperson Fee |
0 to $75 million | | $ | 0 | | | $ | 350 | | | $ | 2,500 | |
Greater than $75 million to $300 million | | $ | 30,000 | | | $ | 350 | | | $ | 5,000 | |
Greater than $300 million to $500 million | | $ | 40,000 | | | $ | 600 | | | $ | 5,000 | |
Greater than $500 million to $1 billion | | $ | 60,000 | | | $ | 700 | | | $ | 20,000 | |
Greater than $1 billion | | $ | 80,000 | | | $ | 800 | | | $ | 25,000 | |
The Company also reimburses each of the above directors for all reasonable and authorized business expensesproxy will vote thereon in accordance with the Company’s policies as in effect from time to time. The Company did not pay compensation to its directors who also serve in an executive officer capacity for the Company or CIM for the year ended December 31, 2015.
their judgment.
COMMUNICATIONS WITH THE BOARD
The Company’s directors then serving on the Board were paid compensation of $289,300 in connection with their service on the Board during the year ended December 31, 2015. No director or executive officer receives pension or retirement benefits from the Company.
Communications Between Shareholders and the Board of Directors
The Board welcomes communications from the Company’s shareholders. ShareholdersAll interested parties, including shareholders, may send communications to the Board or to any particular director,of its members by addressing such communication to the following address:relevant party(ies), c/o CĪON Investment Corporation, 3 Park Avenue, 36th Floor, New York, NY 10016. Shareholders should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).
Code of Business Conduct
The Company has adopted a code of business conduct which applies to, among others, its officers, including its Co-Presidents and Co-Chief Executive Officers and its Chief Financial Officer, as well as the members of the Board. The Company’s code of business conduct can be accessed via the Company’s website atwww.cioninvestmentcorp.comby clicking on “Corporate Governance” under the drop-down menu under “Investor Relations” at the top of the page. The Company intends to disclose any amendments to or waivers of required provisions of the code of business conduct on Form 8-K.
Compensation Discussion and Analysis
The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are officers of CIM or by individuals who were contracted by CIM to work on behalf of the Company, pursuant to the terms of the investment advisory agreement or administration agreement. Each of the Company’s executive officers is an officer of CIM, and the day-to-day investment operations and administration of the Company’s portfolio are managed by CIM. In addition, the Company reimburses ICON Capital, LLC, an affiliate of the Company (“ICON Capital”), for the Company’s allocable portion of expenses incurred by ICON Capital in performing its obligations under the administration agreement, including the allocable portion of the cost of the Company’s officers and their respective staffs determined under the administration agreement.
The investment advisory agreement and the administration agreement each provides that CIM, ICON Capital and their respective officers, directors, controlling persons and any other person or entity affiliated with them acting as the Company’s agent shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by CIM or ICON Capital or such other person, and CIM, ICON Capital and such other person shall be held harmless for any loss or liability suffered by the Company, if (i) CIM or ICON Capital has determined, in good faith, that the course of conduct which caused the loss or liability was in the Company’s best interests, (ii) CIM or ICON Capital or such other person was acting on behalf of or performing services for the Company, (iii) the liability or loss suffered was not the result of willful malfeasance, bad faith or gross negligence by CIM, ICON Capital or an affiliate thereof acting as the Company’s agent, and (iv) the indemnification or agreement to hold CIM, ICON Capital or such other person harmless is only recoverable out of the Company’s net assets and not from the Company’s shareholders.
Certain Relationships and Related Transactions
The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company has a code of business conduct that generally prohibits any employee, officer or director from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the code of business conduct can generally only be obtained from the Chief Compliance Officer, the Co-Chairmen of the Board or the Chairman of the audit committee of the Board and are publicly disclosed as required by applicable law and regulations. In addition, the audit committee reviews all related person transactions for potential conflict of interest situations on an ongoing basis in accordance with the Company’s code of ethics, code of business conduct and other applicable policies and procedures, and all such transactions are approved or ratified by the audit committee as set forth in the audit committee charter.
KEY SERVICE PROVIDERS
Messrs. Gatto and Reisner, the Company’s Co-Chairmen, Co-Presidents and Co-Chief Executive Officers, also serve as Co-Chief Executive Officers of CIM. In addition, Messrs. Gatto and Reisner each own indirectly 37.54811% of CIM.
The Company has entered into an investment advisory agreement with CIM. Pursuant to the investment advisory agreement, the Company pays CIM a base management fee and an incentive fee. The Company has also entered into an administration agreement with ICON Capital, pursuant to which the Company reimburses ICON Capital for administrative expenses it incurs on the Company’s behalf.
Pursuant to an expense support and conditional reimbursement agreement, as further amended and restated on December 16, 2015, between the Company, IIG and ApolloAdviser. CION Investment Management, L.P. (“AIM”), the Company’s sub-adviser and a subsidiary of Apollo Global Management, LLC, (“Apollo”), IIG and AIM have agreed to reimburse the Company for expenses in an amount that is sufficient to: (i) ensure that no portion of the Company’s distributions to shareholders will be paid from its offering proceeds or borrowings, and/or (ii) reduce the Company’s operating expenses until it has achieved economies of scale sufficient to ensure that the Company bears a reasonable level of expense in relation to its investment income. Under certain conditions, IIG and AIM would be entitled to reimbursement of such expenses.
The Company’s executive officers, certain of its directors and certain other finance professionals of ICON Capital also serve as executives of CIM and officers of the Company and Messrs. Gatto and Reisner are directors of CĪON Securities, LLC, the dealer manager for the offering of Shares. In addition, the Company’s executive officers and directors and the members of CIM and members of the investment committee serve or may serve as officers, directors or principals of entities that operate in the same, or related, line of business as the Company does or of investment funds, accounts or other investment vehicles managed by the Company’s affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to the Company’s investment objective. The Company may compete with entities managed by CIM and its affiliates for capital and investment opportunities. As a result, the Company may not be given the opportunity to participate in certain investments made by investment funds, accounts or other investment vehicles managed by CIM or its affiliates or by members of the investment committee. However, to fulfill its fiduciary duties to each of its clients, CIM intends to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with CIM’s allocation policy, investment objective and strategies so that the Company is not disadvantaged in relation to any other client. CIM has agreed with the Board that allocations among the Company and other investment funds affiliated with CIM will be made based on capital available for investment in the asset class being allocated. The Company expects that its available capital for investments will be determined based on the amount of cash on-hand, existing commitments and reserves, if any, and the targeted leverage level and targeted asset mix and other investment policies and restrictions set by the Board or as imposed by applicable laws, rules, regulations or interpretations.
Policies and Procedures for Managing Conflicts
CIM and its affiliates have both subjective and objective procedures and policies in place designed to manage the potential conflicts of interest between CIM’s fiduciary obligations to the Company and its similar fiduciary obligations to other clients. For example, such policies and procedures may be designed so that, when appropriate, certain investment opportunities may be allocated on an alternating basis that is fair and equitable among the Company and their other clients. An investment opportunity that is suitable for multiple clients of CIM and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that CIM’s or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Company. Not all conflicts of interest can be expected to be resolved in the Company’s favor.
The principals of CIM have managed and will continue to manage investment vehicles with similar or overlapping investment strategies. In order to address these issues, CIM has put in place an investment allocation policy that addresses the co-investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities when the Company is able to co-invest with other accounts managed by CIM and affiliated entities. In the absence of receiving exemptive relief from the SEC
that would permit greater flexibility relating to co-investments, CIM will apply the investment allocation policy. When the Company engages in such permitted co-investments, it will do so in a manner consistent with CIM’s allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, will be offered to the Company and similar eligible accounts, as periodically determined by CIM and approved by the Board, including all of the Independent Directors. The allocation policy further provides that allocations among the Company and other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in the Company’s case, by the Board, including the Independent Directors. It is the Company’s policy to base its determinations as to the amount of capital available for investment on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and other investment policies and restrictions set by the Board or imposed by applicable laws, rules, regulations or interpretations. The Company expects that these determinations will be made similarly for other accounts. In situations where co-investment with other entities managed by CIM or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, CIM will need to decide whether the Company or such other entity or entities will proceed with the investment. CIM will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts in a manner that will be fair and equitable over time.
Competition
Concurrent with the offering of Shares, certain officers of CIM are simultaneously providing investment management services to certain equipment finance funds managed by ICON Capital and its affiliates. CIM may determine it appropriate for the Company and one or more other investment accounts managed by CIM or any of its affiliates to participate in an investment opportunity. Further, funds or accounts managed by Apollo or its affiliates may also wish to participate in such investment opportunity or may in fact own an existing interest in such investment opportunity. As a BDC, the Company is subject to certain regulatory restrictions in making its investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as CIM, Apollo and their respective affiliates, unless the Company obtains an exemptive order from the SEC or co-invests alongside such affiliates in accordance with existing regulatory guidance. The Company is currently seeking exemptive relief from the SEC to engage in co-investment transactions with CIM and its affiliates. However, there can be no assurance that the Company will obtain such exemptive relief. Even if the Company receives exemptive relief, neither CIM nor its affiliates will be obligated to offer the Company the right to participate in any transactions originated by them.
Affiliated Dealer Manager
The dealer manager is an affiliate of CIM. This relationship may create conflicts in connection with the dealer manager’s due diligence obligations under the federal securities laws. Although the dealer manager will examine the information in the prospectus for accuracy and completeness, due to its affiliation with CIM, no independent review of the Company will be made in connection with the distribution of Shares in the offering.
Co-Investment Opportunities
As a BDC, the Company is subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as CIM, AIM and their respective affiliates, unless the Company obtains an exemptive order from the SEC. The Company is currently seeking exemptive relief from the SEC to engage in co-investment transactions with CIM and its affiliates. However, there can be no assurance that the Company will obtain such exemptive relief. Under the investment sub-advisory agreement, AIM assists CIM in identifying investment opportunities and makes investment recommendations for approval by CIM. AIM is not be responsible or liable for any such investment decision.
Material Non-public Information
The Company’s senior management, members of CIM’s investment committee and other investment professionals from CIM may serve as directors of, or in a similar capacity with, companies in which the Company invests or in which it is considering making an investment. Through these and other relationships
with a company, these individuals may obtain material non-public information that might restrict the Company’s ability to buy or sell the securities of such company under the policies of the company or applicable law.
Appraisal and Compensation
The Company’s articles of incorporation provide that, in connection with any transaction involving a merger, conversion or consolidation, either directly or indirectly, involving the Company and the issuance of securities of a surviving entity after the successful completion of such transaction, or “roll-up,” an appraisal of all of the Company’s assets will be obtained from a competent independent appraiser that will be filed as an exhibit to the registration statement registering the roll-up transaction. Such appraisal will be based on all relevant information and will indicate the value of the Company’s assets as of a date immediately prior to the announcement of the proposed roll-up. The engagement of such independent appraiser will be for the exclusive benefit of the Company’s shareholders. A summary of such appraisal will be included in a report to the Company’s shareholders in connection with a proposed roll-up. All shareholders will be afforded the opportunity to vote to approve such proposed roll-up and will be permitted to receive cash in an amount of such shareholder’s pro rata share of the appraised value of the Company’s net assets.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.
Required Vote
The director shall be elected by a plurality of all the votes castlocated at the Annual Meeting in person or by proxy, provided that a quorum is present. Each Share may be voted for the director nominee. Votes that are withheld will have no effect on the outcome of the vote on this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
THE DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP (“Ernst & Young”) has been selected to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Ernst & Young acted as the independent registered public accounting firm for the Company for the fiscal years ended December 31, 2012, 2013, 2014 and 2015. The Company knows of no direct financial or material indirect financial interest of Ernst & Young in the Company. A representative of Ernst & Young will be available by telephone or in person to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so.
Fees
Set forth in the table below are audit fees and non-audit related fees billed to the Company by Ernst & Young for professional services performed for the Company’s fiscal years ended December 31, 2015 and 2014.
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Fiscal Year | | Audit Fees* | | Audit-Related Fees** | | Tax Fees*** | | All Other Fees**** |
2015 | | | $462,672 | | | | $— | | | | $24,720 | | | | $— | |
2014 | | | $431,300 | | | | $— | | | | $27,810 | | | | $— | |
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| * | “Audit Fees” consist of fees billed to the Company by Ernst & Young for professional services rendered for the audit of the Company’s year end financial statements. These fees billed include fees relating to the review by Ernst & Young of the Company’s registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”). |
| ** | “Audit-Related Fees” are those fees billed to the Company by Ernst & Young relating to audit services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” |
| *** | “Tax Fees” are those fees billed to the Company by Ernst & Young in connection with tax compliance services, including primarily the review of the Company’s income tax returns. |
| **** | “All Other Fees” are those fees billed to the Company by Ernst & Young in connection with permitted non-audit services. |
The Company’s audit committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the Company. All of the audit and non-audit services described above for which Ernst & Young billed the Company for the fiscal years ended December 31, 2015 and 2014 were pre-approved by the audit committee.
Audit Committee Report(1)
Commencing with the quarter ended June 30, 2015, as part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and Ernst & Young LLP, the Company’s independent registered public accounting firm, the Company’s consolidated financial statements filed with the SEC for the fiscal year ended December 31, 2015. Management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and by the Auditing Standards Board of the American Institute of Certified Public Accountants.
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax, and other services to be provided by Ernst & Young LLP. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by Ernst & Young LLP in order to assure that the provision of such service does not impair the firm’s independence.
Any requests for audit, audit-related, tax, and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit
Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by Ernst & Young LLP to management.
The Audit Committee received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to Ernst & Young LLP. It has also reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting Ernst & Young LLP from performing services that might impair its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the years ended December 31, 2015, 2014 and 2013 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.
March 10, 2016
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| | The Audit Committee |
| | Aron I. Schwartz,Chair |
| | Robert A. Breakstone |
| | James J. Florio |
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| (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
Vote Required
The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy, provided a quorum is present, is required to ratify the appointment of Ernst & Young to serve as the Company’s independent registered public accounting firm. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on the result of the vote.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF
ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Company’s Bylaws require the Company to hold an annual meeting of shareholders for the election of directors and the transaction of any business within the powers of the Company on a date and at a time set by the Board. In addition, the Company will hold special meetings as required or deemed desirable or upon the request of holders of at least 10% of the Company’s outstanding Shares entitled to vote. Any shareholder who wishes to submit a proposal for consideration at a subsequent meeting of shareholders should mail the proposal promptly to the Secretary of the Company. Any proposal to be considered for submission to shareholders must comply with Rule 14a-8 under the Exchange Act and must be received by the Company in accordance with the Company’s Bylaws and any other applicable law, rule, or regulation regarding director nominations. When submitting a nomination to the Company for consideration, a shareholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age, and address; class, series and number of Shares beneficially owned by the nominee, if any; the date such Shares were acquired and the investment intent of such acquisition; whether such shareholder believes the individual is an “interested person” of the Company, as defined in the 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or otherwise required. To date, the Company has not received any recommendations from shareholders requesting consideration of a candidate for inclusion among the committee’s slate of nominees in the Company’s proxy statement.
Pursuant to the Company’s Bylaws, for a director nomination or other business to be considered for the next annual meeting of shareholders, notice must be provided in writing and delivered to the Secretary of the Company at the Company’s principal executive office before January 5, 2017 but not before December 6, 2016. The timely submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.
INVESTMENT ADVISER, SUB-ADVISER, ADMINISTRATOR AND DEALER MANAGER
Set forth below are the names and addresses of the Company’s investment adviser and administrator, sub-adviser, dealer manager, and sub-administrator:
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INVESTMENT ADVISER | | SUB-ADVISER | | ADMINISTRATOR | | DEALER MANAGER |
CĪON Investment Management, LLC
3 Park Avenue,
36th Floor
New York, NY 10016 | | Apollo Investment Management, L.P.
9 West 57th Street
43rd Floor
New York, NY 10019 | | ICON Capital, LLC
3 Park Avenue,
36th Floor
New York, NY 10016 | | CĪON Securities, LLC
3 Park Avenue,
36th Floor
New York, NY 10016 |
PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD BY RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPEOR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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CĪON INVESTMENT CORPORATION
3 Park Avenue, 36th Floor
New York, NY 10016
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2016
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CĪON Investment Corporation (“Board” or “Directors”), a Maryland corporation (the “Company”), for use at the Annual Meeting of Shareholders of the Company to be held at 9:30 A.M. Eastern Time on Friday, May 27, 2016, at the offices of the Company, 3 Park Avenue, 36th Floor, New York, NY 10016, and any adjournments thereof (the “Annual Meeting”). This Proxy Statement and the accompanying materials are being mailed to shareholders of record described below on or about April 4, 2016 and are available atwww.cioninvestmentcorp.com.
The undersigned hereby appoints Michael A. Reisner and Stephen Roman, and each of them, as proxies of the undersigned with full power of substitution in each of them, to attend the Annual Meeting and vote as designated on the reverse side all of the shares of stock (“Shares”) held of record by the undersigned. All properly executed proxies representing Shares received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.If no specification is made, the Shares will be voted FOR the proposal to elect the director and FOR the proposal to ratify the selection of Ernst & Young LLPserves as the Company’s independent registered public accounting firm. If any other business is presentedinvestment adviser.
Administrator. CION Investment Management, LLC, located at 3 Park Avenue, 36th Floor, New York, NY 10016, also serves as the meeting, this proxy will be voted byCompany’s administrator and furnishes the proxies in their best judgment, including a motion to adjourn or postpone the meeting to another time and/or placeCompany with office equipment and clerical, bookkeeping and record keeping services.