UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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 Preliminary Proxy Statement

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 Definitive Proxy Statement

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 Soliciting Material Under to §240.14a-12

GLADSTONE INVESTMENT CORPORATION

(Name of Registrant as Specified In Its Charter)

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GLADSTONE INVESTMENT CORPORATION

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 5, 2021TO BE HELD ON [●], 2023

To the Stockholders of Gladstone Investment Corporation:

Notice Is Hereby Given that the 2021 Annuala Special Meeting of Stockholders (the “Special Meeting”) of Gladstone Investment Corporation, a Delaware corporation (the “Annual Meeting”“Company”), will be held on Thursday, August 5, 2021,November [●], 2023, at 11:0030 a.m. Eastern Daylight Time (“Eastern Time”).Time. The AnnualSpecial Meeting will be a completely “virtual meeting.” You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/GAIN2021www.virtualshareholdermeeting.com/GAIN2023SM and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

At the AnnualSpecial Meeting, you will be asked to consider and vote upon the following proposals:proposal:

 

 1)(1)

To elect three directors, as outlined below:

a.

Terry L. Brubakerapprove a new investment advisory agreement between the Company and Caren D. Merrick, to be elected byGladstone Management Corporation, the holders of common stock and preferred stock, voting together as a single class, to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified; and

b.

Walter H. Wilkinson, Jr., to be elected solely by the holders of preferred stock, to serve until the 2024 Annual Meeting of Stockholders and until his successor is elected and qualified.

2)

To ratify the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2022.Company’s investment adviser.

The foregoing itemsitem of business areis more fully described in the Proxy Statement accompanying this Notice.

We intend to mail these materials on or about September [●], 2023 to all stockholders of record entitled to vote at the Special Meeting. Our Board of Directors has fixed the close of business on June 9, 2021,September [●], 2023 as the record date for the determination of stockholders entitled to notice of and to vote at this Annualthe Special Meeting and at any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting to be

Heldheld on Thursday, August 5, 2021November [●], 2023 at 11:0030 a.m. Eastern Time, virtually, in a live webcast at www.virtualshareholdermeeting.com/GAIN2021GAIN2023SM.

The Proxy Statement accompanying this Notice and our Annual Report on Form 10-K areis also available

at www.proxyvote.com.

 

By Order of the Board of Directors

LOGO

Michael LiCalsi

General Counsel and Secretary

LOGO

Michael LiCalsi

General Counsel and Secretary

McLean, Virginia

June 18, 2021September [●], 2023

All of our stockholders are cordially invited to attend the Annual Meeting via webcast. Whether or not you plan to attend the Annual Meeting, you are urged to complete, date, sign and return the enclosed proxy card as promptly as possible, submit your proxy electronically via the Internet, or by telephone as instructed in these materials. Submitting your proxy or voting instructions promptly will assist us in reducing the expenses of additional proxy solicitation, but it will not affect your right to vote if you attend the Annual Meeting (and, if you are not a stockholder of record, you have obtained a legal proxy from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting)ALL OF OUR STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING VIA WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, SUBMIT YOUR PROXY ELECTRONICALLY VIA THE INTERNET, OR VOTE BY PROXY OVER THE TELEPHONE, AS INSTRUCTED IN THESE MATERIALS. SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS PROMPTLY WILL ASSIST US IN REDUCING THE EXPENSES OF ADDITIONAL PROXY SOLICITATION, BUT IT WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE SPECIAL MEETING (AND, IF YOU ARE NOT A STOCKHOLDER OF RECORD, YOU HAVE OBTAINED A LEGAL PROXY FROM THE BANK, BROKER, TRUSTEE OR OTHER NOMINEE THAT HOLDS YOUR SHARES GIVING YOU THE RIGHT TO VOTE THE SHARES AT THE SPECIAL MEETING).

TABLE OF CONTENTS

 

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2021NOVEMBER [●], 2023

  

PROXY STATEMENT FOR THE 2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2021

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QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

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PROPOSAL 1 — ELECTION1—APPROVAL OF DIRECTORSNEW ADVISORY AGREEMENT

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INFORMATION REGARDING THE BOARDSECURITY OWNERSHIP OF DIRECTORSCERTAIN BENEFICIAL OWNERS AND CORPORATE GOVERNANCEMANAGEMENT

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PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCERTAIN TRANSACTIONS

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REPORTHOUSEHOLDING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSPROXY MATERIALS

   2521 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTOTHER MATTERS

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EXECUTIVE COMPENSATIONSUBMISSION OF STOCKHOLDER PROPOSALS

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DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

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COMPENSATION COMMITTEE REPORT

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CERTAIN TRANSACTIONS

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HOUSEHOLDING OF PROXY MATERIALS

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OTHER MATTERS

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GLADSTONE INVESTMENT CORPORATION

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

PROXY STATEMENT

FOR THE 2021 ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 5, 2021November [●], 2023

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

We have sent you this Proxy Statement and the enclosed proxy card because the board of directors (the “Board”) of Gladstone Investment Corporation (“we,” “us,” or the “Company”) is soliciting your proxy to vote at the 2021 Annual Meetingspecial meeting of StockholdersCompany stockholders to be held on November [●], 2023 (the “meeting” or “annual“special meeting”), including adjournments or postponements thereof, if any. You are invited to attend the annualspecial meeting to vote on the proposalsproposal described in this Proxy Statement, which meeting will take place through a live webcast by visiting www.virtualshareholdermeeting.com/GAIN2021GAIN2023SM. However, you do not need to attend the meeting through the webcast to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to vote by proxy over the telephone or through the Internet prior to the special meeting.

We intend to mail these materials on or about June 18, 2021September [●], 2023 to all stockholders of record entitled to vote at the annualspecial meeting.

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES EITHER BY MAIL, BY TELEPHONE, OR THROUGH THE INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALSPECIAL MEETING TO BE HELD ON AUGUST 5, 2021:NOVEMBER [●], 2023:

The Notice of AnnualSpecial Meeting and this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 are available at the following Internet address: www.proxyvote.com.

How can I attend the annualspecial meeting?

The meeting will be held on Thursday, August 5, 2021,November [●], 2023, at 11:0030 a.m. Eastern Daylight Time, (“Eastern Time”), virtually, in a live webcast on the website www.virtualshareholdermeeting.com/GAIN2021GAIN2023SM where you will be able to vote your shares during the meeting and submit any questions. You will need to enter the company number and the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the meeting.

Who can vote at the annualspecial meeting?

Only preferred stock andholders of record of our common stock stockholders of record at the close of business on June 9, 2021September [●], 2023 will be entitled to vote at the annualspecial meeting. On thisthe record date, there were 33,205,023[●] shares of common stock outstanding and entitled to vote and 3,774,853 shares of preferred stock outstanding and entitled to vote.

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Stockholder of Record: Shares Registered in Your Name

If at the close of business on June 9, 2021,September [●], 2023, your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you are a stockholder of record. As a stockholder of record, you may vote at the meeting or authorize a proxy to vote your shares by mail, over the telephone or on the Internet in advance of the meeting.proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to authorize aor vote by proxy to vote your shares or follow the instructions below to authorize a proxy to vote your shares over the telephone or through the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares RegisteredHeld in the Name of a Brokerage FirmBroker, Bank, Nominee, or other Similar Organization

If at the close of business on June 9, 2021,September [●], 2023, your shares were held, not in your name, but in an account at a brokerage firm, bank, dealer, or other similar organization or nominee (collectively, a “Brokerage Firm”), then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. TheBrokerage Firm because the Brokerage Firm holding your account and sharesor its nominee is considered to be the stockholder of record for purposes of voting at the annualspecial meeting. As a beneficial owner, you have the right to direct your Brokerage Firm regarding how to vote the shares in your account. You are also invited to attend the annualspecial meeting via live webcast on the website website: www.virtualshareholdermeeting.com/GAIN2021GAIN2023SM. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your Brokerage Firm.

What am I voting on?

There are two mattersis one matter scheduled for a vote at the annual meeting:vote:

 

 1)1.

To elect three directors, as outlined below:approve a new investment advisory agreement (the “New Advisory Agreement”) between the Company and Gladstone Management Corporation (the “Adviser”), the Company’s investment adviser (the “Proposal”).

a.

Terry L. Brubaker and Caren D. Merrick, to be elected by the holders of common stock and preferred stock, voting together as a single class, to serve until the 2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified; and

b.

Walter H. Wilkinson, Jr., to be elected solely by the holders of preferred stock, to serve until the 2024 Annual Meeting of Stockholders and until his successor is elected and qualified.

2)

To ratify the selection, by the Audit Committee of our Board (the “Audit Committee”), of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending March 31, 2022.

Why should I vote my shares?

Under applicable law, we must conduct an annual meeting to allow our stockholders to vote for directors and other matters properly before the meeting. Certain matters listed in this Proxy Statement require a minimum threshold of votes to pass. The number of votes needed to pass each item in this Proxy Statement is described below under the question “How many votes are needed to approve each proposal?” When stockholders do not vote their shares on items material to conducting our business, we must spend additional money to contact stockholders seeking their vote. This is very expensive and uses funds that could better benefit our stockholders in other ways. It is important that each stockholder votes to ensure that these expenses are minimized.

How do I vote?

For proposal 1, you may either vote “FOR ALL” nominees for director to our Board on which the shares of our stock held by you are entitled to vote, “WITHHOLD ALL,” meaning that you do not vote for any nominee

for director to our Board, or you may vote “FOR ALL EXCEPT,” meaning that you vote for all nominees for director to our Board on which the shares of our stock held by you are entitled to vote except any nominee you specify. For proposal 2,Proposal, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the annualspecial meeting, or authorize a proxy to vote by proxy using the enclosed proxy card and return envelope, or vote by mail,proxy over the telephone or through the Internet. Whether or not you plan to attend the meeting, we urge you to authorize avote by proxy to vote your shares to ensure your vote is counted. You may still attend the meeting via webcast and vote in person, even if you have authorized a proxy to vote prior to the annual meeting.already voted by proxy.

 

 • 

To vote virtually during the live webcast of the annualspecial meeting, please follow the instructions for attending and voting at the annualspecial meeting posted at www.virtualshareholdermeeting.com/GAIN2021GAIN2023SM. You will need the company number and control number included on the enclosed proxy card. All votes must be received by the inspectors of election appointed for the meeting before the polls close at the annualspecial meeting.

 

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To authorize a proxy to vote your shares using the enclosed proxy card, simply complete, sign, date, and return it promptly in the envelope provided. To be counted, we must receive your signed proxy card by 11:59 p.m. Eastern Time on August 4, 2021,November [●], 2023, the day prior to the annualspecial meeting.

 

To authorize avote by proxy to vote your shares over the telephone, dial toll-free, (800) 690-6903,[1-800-690-6903], using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on August 4, 2021,November [●], 2023, the day prior to the annualspecial meeting.

 

 • 

To authorize avote by proxy to vote your shares through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on August 4, 2021,November [●], 2023, the day prior to the annualspecial meeting.

Beneficial Owner: Shares RegisteredHeld in the Name of Brokerage FirmBroker, Bank, Nominee, or other Similar Organization

If you are a beneficial owner of shares registered in the name of your Brokerage Firm, you should have received a proxy card and voting instructions with these proxy materials from that organization, rather than from us. Simply complete and mailfollow the proxy cardinstructions provided by your Brokerage Firm to ensure that your vote is counted. Alternatively, you may authorize a proxy to vote your shares by telephone or through the Internet, as instructed by your Brokerage Firm. To vote virtually during the live webcast of the annualspecial meeting, you must obtain a valid proxy from your Brokerage Firm. Follow the instructions from your Brokerage Firm, included with these proxy materials, or contact your Brokerage Firm to request a proxy form.

How many votes do I have?

On all matters for whichthat properly come before the class of stock you own has the right to vote,special meeting, you have one vote for each share of such classcommon stock that you owned as of the close of business on June 9, 2021.September [●], 2023.

How are votes counted?

Votes will be counted by the inspectors of election appointed for the special meeting, who will separately count “FOR,” “AGAINST” and “ABSTAIN” votes. The effects of abstentions on the Proposal are described below under the question “How many votes are needed to approve the Proposal?” We expect that Rachael Easton, our chief financial officer and treasurer, and Michael LiCalsi, our general counsel and secretary, will be appointed as the inspectors of election.

How many votes are needed to approve the Proposal?

Approval of the New Advisory Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of the Company. Under the Investment Company Act of 1940, as amended (the “1940 Act”), a “majority of outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Company’s common stock present or represented by proxy at the special meeting if the holders of more than 50% of the outstanding shares of the Company’s common stock are present or represented by proxy at the special meeting or (b) more than 50% of the outstanding shares

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of common stock of the Company. Abstentions will have the effect of a vote “AGAINST” this proposal. If the Proposal is approved by the Company’s stockholders, the New Advisory Agreement is expected to be entered into by the relevant parties on the date following receipt of stockholder approval of the Proposal. If the Proposal is not approved by the Company’s stockholders, the Board will consider alternatives for the Company, including seeking subsequent approval of a different new investment advisory agreement by the Company’s stockholders.

What are “broker non-votes?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the Brokerage Firm or nominee holding the shares. If the beneficial owner does not provide voting instructions, the Brokerage Firm or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.

Please note that to be sure your vote is counted on the Proposal, you should instruct your Brokerage Firm how to vote your shares. Because it is a non-routine proposal, your Brokerage Firm is not entitled to vote your shares without your instructions with respect to the approval of the New Advisory Agreement. Thus, if you do not vote or give your Brokerage Firm specific instructions on how to vote for you, your Brokerage Firm cannot vote with respect to the Proposal and your shares will not be treated as present for quorum purposes.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all of our outstanding shares of common stock are represented by stockholders present at the meeting or by proxy. On the record date there were [●] shares of common stock outstanding and entitled to vote. Thus, [●] shares must be represented by stockholders present at the meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your Brokerage Firm or other nominee) or if you vote in person at the meeting. Abstentions will be counted towards the quorum requirement. Broker non-votes will not be treated as shares present for quorum purposes. If there is no quorum, the stockholders present and entitled to vote at the meeting may adjourn the meeting to another date.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card, or otherwise vote by proxy without making any voting selections, your shares will be voted “FOR ALL” nominees for directorthe Proposal. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on which the enclosed proxy card) will vote your shares using his or her best judgment.

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Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you wish to revoke your proxy after 11:59 p.m. Eastern Time on November [●], 2023, you may only do so at the special meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

You may submit another properly completed proxy card with a later date specified thereon.

•

You may grant a subsequent proxy by telephone or through the Internet through www.proxyvote.com on a later date.

You may send a timely written notice that you are revoking your proxy to our stocksecretary at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

You may attend the special meeting and vote virtually during the live webcast. Simply attending the meeting will not, by itself, revoke your proxy.

If your shares are held by your Brokerage Firm, you should follow the instructions provided by your broker or bank.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts at your Brokerage Firm(s). Please follow the voting instructions on the proxy cards in each set of the proxy materials to ensure that all of your shares are entitledvoted.

How can I find out the results of the voting at the special meeting?

Preliminary voting results will be announced at the special meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to votefile with the U.S. Securities and “FOR” Proposal 2.Exchange Commission (“SEC”) within four business days after the special meeting. If final voting results are not available to us to timely file a Form 8-K,

we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who is paying for this proxy solicitation?

Gladstone Investment CorporationThe Adviser will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and other custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. WeThe Company intends to use the services of Alliance Advisors, LLC (“Alliance”) to aid in the distribution and collection of proxies for an estimated fee of approximately $[●] plus pass through charges, payable by the Adviser. Alliance could contact you by telephone on behalf of the Company and urge you to vote. Alliance will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Adviser may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, electronic mail or personal solicitation by directors, officers or other regular employees of us, Gladstone Management Corporation, our investment adviser (the “Adviser”),the Adviser or Gladstone Administration, LLC (the “Administrator”

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“Administrator”). No additional compensation will be paid to directors, officers or other regular employees for such services. WeIn addition to these written proxy materials, our officers and directors may also solicit proxies in person, by telephone or by other means of communication; however, our officers and directors will not be paid any additional compensation for soliciting proxies. The Adviser may also reimburse Brokerage Firms and other agents for the cost of forwarding proxy materials to beneficial owners and obtaining your voting instructions.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials your shares may be registeredare available on the Internet?

The Notice of the Special Meeting and Proxy Statement are also available at www.proxyvote.com.

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PROPOSAL 1

APPROVAL OF THE NEW ADVISORY AGREEMENT

We are asking the Company’s stockholders to approve the New Advisory Agreement, pursuant to which the Adviser will continue to serve as the investment adviser to the Company.

Background

The Adviser has provided investment advisory services to the Company since its inception. Subject to the oversight of the Board, the Adviser serves as the Company’s investment adviser and is responsible for managing the Company’s investments on a day-to-day basis. David Gladstone founded the Adviser and has served as Chief Executive Officer and Chairman of the Board of the Company since its inception.

The proposal to approve the New Advisory Agreement is the result of an anticipated change in more than one name or in different accounts. Please followcontrol of the Adviser. The Adviser was organized as a corporation under the Delaware General Corporation Law on July 2, 2002. From inception, the Adviser has been controlled by David Gladstone. Shortly after approval of the New Advisory Agreement, the Adviser intends to enter into a Voting Trust Agreement, among David Gladstone, Lorna Gladstone, Laura Gladstone, Kent Gladstone and Jessica Martin, each as a trustee and collectively, as the board of trustees of the voting instructions ontrust (the “Voting Trust Board”), the proxy cards in each setAdviser and certain stockholders of the proxy materialsAdviser (the “Voting Trust Agreement”), pursuant to ensure thatwhich David Gladstone will deposit all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time beforehis indirect interests in the final vote at the annual meeting. However, should you wish to revoke your proxy after 11:59 p.m. Eastern Time on August 4, 2021, you may only do so at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any oneAdviser, which represented 100% of the following ways:voting and economic interests thereof, with the voting trust.

You may submit another properly completedPursuant to the Voting Trust Agreement, prior to its Effective Date (as defined below) David Gladstone will, in his sole discretion, have the full, exclusive and unqualified right and power to vote in person or by proxy card with a later date specified thereon.

You may grant a subsequent proxy by telephone or through the Internet on a later date.

You may send a timely written notice that you are revoking your proxy to Gladstone Investment Corporation’s corporate secretary at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

You may attend the annual meeting and vote virtually during the live webcast. Simply attending the meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your Brokerage Firm.

When are stockholder proposals due for next year’s annual meeting?

We will consider for inclusion in our proxy materials for 2022 Annual Meeting of Stockholders proposals that we receive no later than February 18, 2022, and that comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our bylaws, as amended (“Bylaws”). Stockholders must submit their proposals to our corporate secretary at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

In addition, any stockholder who wishes to propose a nominee to our Board or propose any other business to be considered by the stockholders (other than a stockholder proposal to be included in our proxy materials

pursuant to Rule 14a-8 of the Exchange Act) must comply with the advance notice provisions and other requirements of Article III, Section 5 of our Bylaws, a copy of which is on file with the Securities and Exchange Commission (“SEC”) and may be obtained from our corporate secretary upon request. These notice provisions require that nominations of persons for election to our Board and proposals of business to be considered by the stockholders for the 2022 Annual Meeting of Stockholders must be made in writing and submitted to our corporate secretary at the address above no earlier than April 7, 2022 (120 days before the first anniversary of our 2021 Annual Meeting of Stockholders), and not later than May 7, 2022 (90 days before the first anniversary of the 2021 Annual Meeting of Stockholders). You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How many votes are needed to approve each proposal?

Proposal 1 — Election of Directors. Terry L. Brubaker and Caren D. Merrick must be elected by a plurality of the votes cast by holders of our outstanding common stock and preferred stock, voting together as a single class. Walter H. Wilkinson, Jr. must be elected by a plurality of the votes cast solely by holders of our outstanding shares of preferred stock. Stockholders may not cumulate their votes. Only votes “FOR” will affect the outcome of this proposal. Under a plurality vote standard the three nominees that receive the highest number of votes cast will be elected regardless of whether or not they receive a majority of votes cast. Broker non-votes and withheld votes will not be counted as votes cast with respect to the proposal and will have no effect on the outcome of such proposal; however, they will be counted towards the quorum requirement.

Proposal 2 — Ratification of our independent registered public accounting firm. The affirmative vote of a majority of shares held by holders of our outstanding common stock and preferred stock, voting together as a single class, present at the annual meeting is required to ratify the Audit Committee’s selection of PwC as our independent registered public accounting firm for the fiscal year ending March 31, 2022. Abstentions will not be counted as votes cast for this proposal and will have the effect of a vote “AGAINST” this proposal.

What are “broker non-votes?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine proposal, then those shares will be treated as broker non-votes. Proposal 1 is a non-routine proposal.

How are votes counted?

Votes will be counted by the inspectors of election appointed for the annual meeting, who will separately count “FORALL,” “WITHHOLD ALL,” and “FOR ALL EXCEPT” for the election of directors and, with respect to proposals other than the election of directors, “FOR,” “AGAINST” and “ABSTAIN” votes. The effects of abstentions and broker non-votes on each proposal are described above under the question “How many votes are needed to approve each proposal?”.

We expect that our general counsel and secretary, Michael LiCalsi, and our assistant general counsel, Erich Hellmold, will be appointed as the inspectors of election.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of our total number of outstanding shares of common stock of the Adviser deposited with the voting trust at all meetings of the stockholders of the Adviser in respect of any and preferred stockall matters on which the stockholders of the Adviser are entitled to vote atunder the meeting are represented by stockholders present at the meetingAdviser’s certificate of incorporation or by proxy. On the record date, there was a totalapplicable law, to give consents in lieu of 36,979,876voting such shares of common stock of the Adviser at a meeting of the stockholders of the Adviser in respect of any and preferred stock outstanding andall matters on which stockholders of the Adviser are entitled to vote. Thus, 18,489,939vote under its certificate of incorporation or applicable law, to enter into voting agreements, waive notice of any meeting of stockholders of the Adviser in respect of such shares must be represented by stockholders present atof common stock of the meeting or by proxyAdviser and to grant proxies with respect to all such shares of common stock of the Adviser with respect to any lawful corporate action (collectively, the “Voting Powers”). Commencing on the Effective Date, the Voting Trust Board shall have a quorum.

the full, exclusive and unqualified right and power to exercise the Voting Powers. Each member of the Voting Trust Board shall hold 20% of the voting power of the Voting Trust Board as of the Effective Date. The “Effective Date” shall occur on the earliest of (i) the death of David Gladstone, (ii) David Gladstone’s election (in his sole discretion) and (iii) five years from the date the Voting Trust Agreement is entered into. Following entry into the Voting Trust Agreement, the current members of senior management of the Adviser will continue to manage the Yourday-to-day aspects of the Adviser. Because David Gladstone indirectly beneficially owns greater than 25% of the voting shares of the Company, and because all power to vote these shares will be counted towardstransferred to the quorum only if you submitVoting Trust Board by the Voting Trust Agreement, a valid proxy (or one is submitted on your behalf by your Brokerage Firm or other nominee) or if you vote“change in person atcontrol” of the meeting. Withhold votes, abstentions and broker non-votesAdviser will be counted towardsdeemed to have occurred under the quorum requirement. If there is no quorum, either1940 Act as a chairman

7

result of the meeting or a majorityoccurrence of the votes present or represented by proxy at the meeting may adjourn the meeting to another date.

How can I find out the resultsEffective Date. However, all of the voting atcurrent key portfolio management personnel of the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a current report on Form 8-K that we expectAdviser are currently expected to filecontinue their relationship with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.Adviser.

What proxy materials are also available on the Internet?

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board is divided into three classes, with staggered three-year terms. Currently, our Board is comprised of eight directors, six of whom are independent.

Holders of preferred stock are entitled, as a class, to the exclusion of the holders of all other classes of stock, to elect two directors (regardless of the total number of directors serving on our Board). We have designated Walter H. Wilkinson, Jr., whose term expires at this year’s annual meeting, and Michela English, whose term expires at the 2023 Annual Meeting of Stockholders, as the directors to be voted on exclusively by holders of our preferred stock.

Proxies cannot be voted for a greater number of persons than the number of nominees named. If elected at the annual meeting, each nominee would serve until the 2024 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or, if sooner, until his or her death, resignation or removal.

Proposal 1(a)

The Company’s Ethics, Nominating & Corporate Governance Committee (the “Ethics Committee”) nominated two incumbent directors, Terry L. Brubaker and Caren D. Merrick, for election by the common and preferred stockholders, voting together as a single class, for a term expiring in 2024.

Proposal 1(b)

Pursuant to the requirementsSection 2(a)(4) of the 1940 Act andprovides that the termstransfer of the Company’s outstanding preferred stock, the preferred stockholders are entitled to elect twoa controlling interest of our directors. The Ethics Committee nominated incumbent director Mr. Wilkinson for election solelyan investment adviser, such as will be caused by the preferred stockholders for a term expiringchange in 2024.

Each director is elected by a plurality of the votes cast at the annual meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the director nominees on which such shares are entitled to vote. If any nominee becomes unavailable for election, your shares will be voted for the election of a substitute nominee proposed by our management. Each person nominated for election has agreed to serve if elected,control, constitutes an “assignment,” and management has no reason to believe that any nominee will be unable to serve.

We encourage directors and nominees for director to attend the annual meeting. None of our directors attended the 2020 Annual Meeting of Stockholders.

Nominees for a Three-Year Term Expiring at the 2024 Annual Meeting of Stockholders

Name, Address, Age

Position(s)

Held With

Company

Term of

Office and

Length of

Term Served

Principal

Occupation(s)

During the Past

Five Years

Other

Public Company

Directorships

Held by

Director
During the Past
Five Years

Independent Directors

Caren D. Merrick (61)

Gladstone Investment Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

DirectorTerm expires at 2021 annual meeting. Director since 2014.CEO of Virginia Ready Initiative, a partnership between businesses and the Virginia Community College system that offers reskilling for Virginians whose employment was disrupted due to the COVID-19 pandemic, since 2020. Founder and CEO of Caren Merrick & Co., an advisory firm on growth strategies since 2014. Founder and Chief Executive Officer of Pocket Mentor, a mobile application and digital publishing company focused on leadership development and career advancement, from 2014 until 2017. Partner with Bibury Partners, an investment and advisory firm that focuses on enterprise and consumer technology sectors, from 2004 until 2019. Board member of the Metropolitan Washington Airports Authority from October 2012 until October 2018 and WashingtonFirst Bankshares, Inc. from May 2015 until January 2018, where she chaired the Technology Committee. Board member of the Global Good Fund and the Women in Technology’s Leadership Foundry. Board member of the International Women’s Forum, Washington DC Chapter.Gladstone Commercial Corporation; Gladstone Capital Corporation; Gladstone Land Corporation; WashingtonFirst Bankshares, Inc.

Name, Address, Age

Position(s)

Held With

Company

Term of

Office and

Length of

Term Served

Principal

Occupation(s)

During the Past

Five Years

Other

Public Company

Directorships

Held by

Director
During the Past
Five Years

Walter H. Wilkinson, Jr. (75)

Gladstone Investment Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

DirectorTerm expires at 2021 annual meeting. Director since 2014.Founder and former General Partner of Kitty Hawk Capital, a venture capital firm, from its founding in 1980 through 2016. Board member of RF Micro Devices, Inc. from 1992, serving as its chairman from July 2008 until January 2015, when it merged to form QORVO, Inc. Lead independent director of QORVO, Inc. from January 2015 until August 2018 (and is Chair of its Governance and Nominating Committee) Board member of the N.C. State University Foundation from June 2007 until June 2015. Board member of the Carolinas Chapter of the National Association of Corporate Directors from July 2012 until December 2015 and Chairman of its Board of Directors from July 2012 until August 2014.Gladstone Commercial Corporation; Gladstone Capital Corporation; Gladstone Land Corporation; QORVO, Inc.

Name, Address, Age

Position(s)

Held With

Company

Term of

Office and

Length of

Term Served

Principal

Occupation(s)

During the Past

Five Years

Other

Public Company

Directorships

Held by

Director
During the Past
Five Years

Interested Director

Terry L. Brubaker (77)*

Gladstone Investment Corporation

1521 Westbranch Drive; Suite 100 McLean, Virginia 22102

Vice Chairman,

Chief Operating Officer and Assistant Secretary

Term expires at 2021 annual meeting. Director

since 2005.

Vice Chairman & Chief Operating Officer of the Company since 2005, and of Gladstone Capital Corporation and Gladstone Commercial Corporation since 2004 and 2003, respectively. President and Chief Operating Officer of Gladstone Capital Corporation from 2001 to 2004, and of Gladstone Commercial Corporation from 2003 to 2004, Vice Chairman and Chief Operating Officer of Gladstone Land Corporation since April 2007. Vice Chairman, Chief Operating Officer and a director of our Adviser since 2006.Gladstone Commercial Corporation; Gladstone Capital Corporation; Gladstone Land Corporation

Directors Continuing in Office until the 2022 Annual Meeting of Stockholders

Name, Address, Age

Position(s)

Held With

Company

Term of
Office  and
Length of
Term Served		Principal
Occupation(s)
During the Past
Five Years		Other
Public  Company
Directorships
Held  by
Director
During the Past
Five Years

Independent Directors

Paul W. Adelgren (78)

Gladstone Investment Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

Director


Term expires at
2022 annual
meeting. Director
since 2005.





Retired; Pastor of
Missionary Alliance
Church from 1997 to
January 2018.






Gladstone Commercial
Corporation; Gladstone
Capital Corporation;
Gladstone Land
Corporation



John H. Outland (75)

Gladstone Investment

Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

Director


Term expires at
2022 annual
meeting. Director
since 2005.



Private investor
since June 2006.




Gladstone Commercial
Corporation; Gladstone
Capital Corporation;
Gladstone Land
Corporation



Interested Director

David Gladstone (79)*

Gladstone Investment Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

Chairman of the Board and Chief Executive Officer


Term expires at
2022 annual
meeting. Director
since 2005.

























Founder, Chief Executive
Officer and Chairman of
the Board since our
inception in 2005, of
Gladstone Capital
Corporation since its
inception in 2001, of
Gladstone Commercial
Corporation since its
inception in 2003 and of
Gladstone Land
Corporation since its
inception in 1997.
Founder, Chief Executive
Officer and Chairman of
the Board of our Adviser.
Since 2010,
Mr. Gladstone has also
served on the board of
managers of Gladstone
Securities, LLC
(“Gladstone Securities”),
a broker dealer that is an
affiliate of the Company.


























Gladstone Commercial
Corporation; Gladstone
Capital Corporation;
Gladstone Land
Corporation



Directors Continuing in Office until the 2023 Annual Meeting of Stockholders

Name, Age, Address

Position(s)

Held With

Company

Term of
Office  and
Length of
Term Served		Principal
Occupation(s)
During the Past
Five Years		Other
Public Company
Directorships
Held by
Director
During the  Past
Five Years

Independent Directors

Michela A. English (71)

Gladstone Investment Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

Director


Term expires at
2023 annual
meeting. Director
since 2005.



























Private investor. Director
of Fight For Children, a
non-profit charitable
organization focused on
providing high-quality
education and health
care services to
underserved youth in
Washington, D.C., since
January 2017. President
and Chief Executive
Officer of Fight For
Children from June 2006
until December 2016.
Director of the Hershey
Trust Company and the
Milton Hershey School
since 2018. Director of
the Educational Testing
Service since 2000, the
D.C. Preparatory
Academy since 2004,
and the District of
Columbia Public
Education Fund since
2007.





























Gladstone Commercial
Corporation;
Gladstone Capital
Corporation;
Gladstone Land
Corporation




Name, Age, Address

Position(s)

Held With

Company

Term of
Office and
Length of
Term Served		Principal
Occupation(s)
During the Past
Five Years		Other
Public Company
Directorships
Held by
Director
During the  Past
Five Years

Anthony W. Parker (75) Gladstone Investment Corporation

1521 Westbranch Drive; Suite 100

McLean, Virginia 22102

DirectorTerm expires at
2023 annual
meeting. Director
since 2005.		Founder and Chairman of
the Board of Parker Tide
Corp. a government
contracting company
providing mission critical
solutions to the Federal
Government since 1997,
a Director of Naval
Academy Sailing
Foundation, a 501(c)(3)
not-for-profit corporation
located in Annapolis,
Maryland, a director of
the Bishop Walker
School, a part of the
Episcopal diocese of
Washington, D.C. and a
member of the Board of
Visitors, U.S. Naval
Academy.		Gladstone Commercial
Corporation; Gladstone
Capital Corporation;
Gladstone Land
Corporation

Executive Officers and Certain Other Officers Who Are Not Directors

Name, Age, Address

Position(s) Held

With Company

Term of
Office and
Length of
Term Served

Principal

Occupation(s)

During the Past

Five Years

David A.R. Dullum (73)

Gladstone Investment

Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

PresidentPresident since April 2008.President of the Company since April 2008. Executive Vice President of Gladstone Capital Corporation since October 2012. Executive Vice President of Gladstone Commercial Corporation since July 2010.

Michael LiCalsi (51)

Gladstone Investment

Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

General Counsel and SecretaryGeneral Counsel since 2009
and Secretary since 2012.		General Counsel for all of the Gladstone affiliated companies, including the Company, Gladstone Capital Corporation, Gladstone Commercial Corporation and Gladstone Land Corporation, since October 2009 and Secretary of each since October 2012. President of Gladstone Administration, LLC since July 2013. Managing Principal and Chief Legal Officer of Gladstone Securities and member of its board of managers since October 2010.

Julia Ryan (40)

Gladstone Investment

Corporation

1521 Westbranch Drive;

Suite 100

McLean, Virginia 22102

Chief Financial Officer and TreasurerChief Accounting Officer

from April 2015 to July

2015; Chief Financial

Officer and Treasurer since

July 2015.

Chief Financial Officer and Treasurer of the Company since July 2015.

*

Messrs. Gladstone and Brubaker are interested persons of Gladstone Investment Corporation, within the meaning of Section 2(a)(19) of the 1940 Act, due to their positions as officers of us and our Adviser as well as their employment by our Adviser.

Qualifications of Director Nominees

When considering whether our director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our operational

and organizational structure, the Ethics Committee and the Board focused primarily on the information discussed in each of the individual backgrounds set forth above and on the following particular attributes:

•

Mr. Brubaker was selected to serve as a director on our Board due to his more than thirty years of experience in various mid-level and senior management positions at several corporations as well as his service on our Board since our inception.

•

Ms. Merrick was selected to serve as an independent director on our Board due to her knowledge and experience in operating a business and her understanding of the needs of small businesses through her experience overseeing the successful growth of her own businesses and several other large and small businesses, charities and non-profits.

•

Mr. Wilkinson was selected to serve as an independent director on our Board due to his over 40-year career in the venture capital industry where he has helped to start or expand dozens of rapidly growing companies in a variety of industries. Mr. Wilkinson brings a unique perspective to our Board from his experience in overseeing the successful growth and evolution of numerous businesses and understanding the challenges of leading both private and public companies through changing economic conditions.

Qualifications of Incumbent Directors Serving Until the 2022 or 2023 Annual Meeting of Stockholders

When considering whether our directors have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our operational and organizational structure, the Ethics Committee and the Board focused primarily on the information discussed in each of the individual backgrounds set forth above and on the following particular attributes:

•

Mr. Adelgren was selected to serve as an independent director on our Board due to his strength and experience in ethics, which also led to his appointment as chairman of our Ethics Committee, as well as his service on our Board since 2005.

•

Mr. Gladstone was selected to serve as a director on our Board due to the fact that he is our founder and has greater than thirty years of experience in the industry, including his service as our chairman and chief executive officer since our inception.

•

Mr. Outland was selected to serve as an independent director on our Board due to his more than twenty years of experience in the real estate and mortgage industry as well as his service on our Board since 2005.

•

Ms. English was selected to serve as an independent director on our Board due to her greater than twenty years of senior management experience at various corporations and non-profit organizations as well as her service on our Board since 2005.

•

Mr. Parker was selected to serve as an independent director on our Board due to his expertise and experience in the field of corporate taxation as well as his service on our Board since 2005. Mr. Parker’s knowledge of corporate tax was instrumental in his appointment to the chairmanship of our Audit Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH NAMED NOMINEE FOR DIRECTOR IN PROPOSAL 1.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

As required under the Nasdaq Global Select Market (“Nasdaq”) listing standards, our Board annually determines each director’s independence. The Nasdaq listing standards provide that a director of a business development company (“BDC”) is considered to be independent if he or she is not an “interested person” of ours, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19)15(a) of the 1940 Act defines an “interested person” to include, among other things,provides that any person who has, or withininvestment advisory contract must terminate on its “assignment.” Effective upon the last two years had, a material business or professional relationship with us.

Consistent with these considerations, after review of all relevant transactions or relationshipschange in control, the then-existing investment advisory agreement between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, our Board has affirmatively determined that the following six directors are independent directors within the meaning of the applicable Nasdaq listing standards: Messrs. Adelgren, Outland, Parker and Wilkinson and Mses. English and Merrick. In making this determination, our Board found that no director or director nominee had a material or other disqualifying relationship with us. Mr. Gladstone, the chairman of our Board and chief executive officer, and Mr. Brubaker, our vice chairman, chief operating officer and assistant secretary, are not independent directors by virtue of their positions as our officers and their employment by our Adviser.

Meetings of the Board of Directors

Our Board met four times during our fiscal year ended March 31, 2021. Each director attended 75% or more of the aggregate of the meetings of our Board and of the committees on which he or she served that were held during our fiscal year ended March 31, 2021.

As applicable under Nasdaq listing standards, which require regularly scheduled meetings of independent directors, our independent directors met four times during fiscal year 2021 in regularly scheduled executive sessions at which only independent directors were present.

Corporate Leadership Structure

Since our inception, Mr. Gladstone has served as chairman of our Board and our chief executive officer. Our Board believes that our chief executive officer is best situated to serve as chairman because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. In addition, Mr. Adelgren, one of our independent directors, serves as the Lead Independent Director. The Lead Independent Director has the responsibility of presiding at all executive sessions of our independent directors, consulting with the chairman and chief executive officer on Board and committee meeting agendas, acting as a liaison between managementCompany and the independent directors and facilitating teamwork and communication between the independent directors and management.

Our Board believes the combined role of chairman and chief executive officer, together with having a Lead Independent Director, is in the best interest of stockholders because it provides the appropriate balance between strategic development and independent oversight of risk management.Adviser (the “Original Advisory Agreement”) will terminate. In coming to this conclusion, the Board considered the importance of having an interested chairperson that is familiar with our day-to-day management activities, our portfolio companies and the operations of our Adviser. The Board concluded that the combined role enhances, among other things, the Board’s understanding of our investment portfolio, business, finances and risk management efforts. In addition, the Board believes that Mr. Gladstone’s employment byorder for the Adviser better allows for the efficient mobilization of the Adviser’s resources at the Board’s behest and on its behalf.

Information Regarding Committees of the Board of Directors

The following table identifies our standing committees and their current members, all of which also served on such committees during the fiscal year ended March 31, 2021, and the number of meetings held by each committee during the fiscal year ended March 31, 2021:

Name

  Audit   Compensation   Ethics, Nominating  and
Corporate Governance		   Executive   Offering   Valuation 

Paul W. Adelgren**

     X    *X       

Terry L. Brubaker

         X    X   

Michela A. English

   X           

David Gladstone

         *X    *X   

Caren D. Merrick

   X            *X 

John H. Outland

   X    *X    X        X 

Anthony W. Parker

   *X        X    X    X 

Walter H. Wilkinson, Jr.

     X    X        X 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Meetings Held in Fiscal 2021

   8    4    4    0    0    4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

*

Committee Chairperson

**

Lead Independent Director

Below is a description of each committee of our Board. All committees other than the Executive Committee have the authority to engage legal counsel or other experts or consultants, as they deem appropriate to carry out their responsibilities. Our Board has determined that each member of the Audit, Compensation and Ethics, Nominating and Corporate Governance Committees meets the applicable Nasdaq rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to us.

Audit Committee

The Audit Committee oversees our corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the independent registered public accounting firm; determines and approves the scope of the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our audit engagement team as required by law; discusses with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee is also responsible for reviewing and discussing with management and our independent accountants our annual audited financial statements, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommending to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K. On a quarterly basis, the Audit Committee reviews and discusses with management and our independent accountants the Company’s quarterly financial statements prior to the filing of

the Company’s Quarterly Reports on Form 10-Q, including the results of the independent accountants’ reviews of the quarterly financial statements. At least annually, the Audit Committee reviews a report from the independent accountants regarding the independent accountant’s internal quality-control procedures, any material issues raised by internal quality review, or peer review, of the firm or any inquiry or investigation by governmental or professional authorities with respect to independent audits carried out by the firm and any steps taken to deal with any such issues. During the fiscal year ended March 31, 2021, the Audit Committee was comprised of Messrs. Parker (Chairperson) and Outland and Mses. English and Merrick. Messrs. Adelgren and Wilkinson served as alternate members of the Audit Committee. Alternate members of the Audit Committee serve and participate in meetings of the Audit Committee only in the event of an absence of a regular member. The Audit Committee has adopted a written charter that is available to stockholders in the Investors — Governance section of our website at www.gladstoneinvestment.com.

Our Board has determined that all members and alternate members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). No member of the Audit Committee received any compensation from us during the last fiscal year other than directors’ fees. Our Board has unanimously determined that all Audit Committee members and alternate members are financially literate under current Nasdaq rules and that each of Messrs. Adelgren, Outland, Parker and Wilkinson and Mses. English and Merrick qualify as an “audit committee financial expert,” as defined in applicable SEC rules. Our Board made a qualitative assessment of the members’ level of knowledge and experience based on a number of factors, including formal education and experience. Messrs. Parker and Outland and Mses. English and Merrick also serve on the audit committees of Gladstone Capital Corporation (“Gladstone Capital”), Gladstone Commercial Corporation (“Gladstone Commercial”) and Gladstone Land Corporation (“Gladstone Land”). Our Audit Committee’s alternate members, Messrs. Adelgren and Wilkinson, also serve as alternate members on the audit committees of Gladstone Capital, Gladstone Commercial and Gladstone Land. Our Board has determined that this simultaneous service does not impair the respective director’s ability to effectively serve on our Audit Committee.

Compensation Committee

The Compensation Committee operates pursuant to a written charter that is available to stockholders in the Investors — Governance section of our website at www.gladstoneinvestment.com. The Compensation Committee conducts periodic reviews of our investment advisory and management agreement with our Adviser (the “Advisory Agreement”) and our administration agreement with our Administrator (the “Administration Agreement”) to evaluate whether the fees paid to our Adviser and our Administrator under the agreements are in the best interests of us and our stockholders. The committee considers in such periodic reviews, among other things, whether the performance of our Adviser and our Administrator are reasonable in relation to the nature and quality of services performed and whether the provisions of the Advisory and Administration Agreements are being satisfactorily performed and determines whether or not to recommend to the Board renewal of such Agreements for the upcoming year. The Compensation Committee also annually reviews and recommends to the full Board, the appropriate elements and level of director compensation. In addition, the Compensation Committee reviews with management our Compensation Discussion and Analysis to consider whether to recommend that it be included in proxy statements and other filings. During the fiscal year ended March 31, 2021, the Compensation Committee was composed of Messrs. Outland (Chairperson), Adelgren and Wilkinson. Mr. Parker and Mses. English and Merrick served as alternate members of the Compensation Committee. Alternate members of the Compensation Committee serve and participate in meetings of the Compensation Committee only in the event of an absence of a regular member of the Compensation Committee.

Our Board has determined that all members and alternate members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). No member of the Compensation Committee received compensation from us during the last fiscal year other than directors’ fees. Messrs. Outland, Adelgren and Wilkinson also serve on the compensation committees of Gladstone Commercial, Gladstone Land and Gladstone Capital. Our Compensation Committee’s alternate members, Mr. Parker and Mses. English and Merrick also serve as alternate members on the compensation committees of Gladstone Commercial, Gladstone Land and Gladstone Capital. Our Board has determined that this simultaneous service does not impair the respective director’s ability to effectively serve on our Compensation Committee.

Compensation Committee Interlocks and Insider Participation

As stated above, during the fiscal year ended March 31, 2021, the Compensation Committee was composed of Messrs. Outland, Adelgren and Wilkinson. Mr. Parker and Mses. English and Merrick served as alternate members of the Compensation Committee. None of the aforementioned persons is or has ever served as one of our executive officers. Further, none of our executive officers has ever served as a member of the Compensation Committee or as a director of another entity, any of whose executive officers served as a member of our Compensation Committee or as a member of our Board.

Ethics, Nominating and Corporate Governance Committee

The Ethics Committee is responsible for identifying, reviewing and evaluating candidates to serve as our directors (consistent with criteria approved by our Board), reviewing and evaluating incumbent directors, recommending to our Board for selection candidates for election to our Board, making recommendations to our Board regarding the membership of the committees of our Board, assessing the performance of our Board, and developing our corporate governance principles. Our Ethics Committee charter can be found in the Investors — Governance section of our website at www.gladstoneinvestment.com. During the fiscal year ended March 31, 2021, the Ethics Committee was composed of Messrs. Adelgren (Chairperson), Outland and Wilkinson. Mr. Parker and Mses. English and Merrick served as alternate members of the Ethics Committee. Alternate members of the Ethics Committee serve and participate in meetings of the committee only in the event of an absence of a regular member of the committee. Each member and alternate of the Ethics Committee is independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

Information Regarding the Process for Nominating Director Candidates

The Ethics Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Ethics Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Ethics Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of our Board, our operating requirements and the long-term interests of our stockholders.

The Ethics Committee and Board believe that diversity is an important attribute of directors and that our Board should be the culmination of an array of backgrounds and experiences and be capable of articulating a

variety of viewpoints. Accordingly, under the Ethics Committee charter (as amended and restated in May 2021), the Ethics Committee considers and discusses diversity in its annual review of the Board and its review of director nominees. Factors considered by the Board in reviewing the diversity on our Board include honesty, loyalty, personal lifestyle, values, disciplines, ethics, age, experience, gender, race, ethnicity, culture, sexual orientation, expertise, background and skills, all in the context of an assessment of the perceived needs of us and our Board at that point in time in order to create and maintain a balance of knowledge, experience and capability that will best serve us and our stockholders. Similarly, upon the occurrence of any vacancy on the Board, the Ethics Committee will actively seek out highly qualified candidates (including female candidates and racially or ethnically diverse candidates) to include in the pool from which an ultimate nominee for director is chosen.

In the case of incumbent directors whose terms of office are set to expire, the Ethics Committee reviews such directors’ overall service to us during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Ethics Committee also determines whether such new nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Ethics Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Ethics Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board. The Ethics Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote. To date, the Ethics Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

Stockholder Recommendation of Director Candidates to the Ethics, Nominating and Corporate Governance Committee

The Ethics Committee will consider director candidates recommended by stockholders. The Ethics Committee does not alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for consideration by the Ethics Committee to become nominees for election to our Board may do so by timely delivering a written recommendation to the Ethics Committee at the address set forth on the cover page of this Proxy Statement and containing the information required by our Bylaws.

For nominations for election to our Board or other business to be properly brought before an annual meeting by a stockholder, the stockholder must comply with the advance notice provisions and other requirements of our Bylaws. These notice provisions require that nominations for directors at the 2022 Annual Meeting of Stockholders must be received no earlier than April 7, 2022 (120 days before the first anniversary of our 2021 Annual Meeting of Stockholders), and not later than May 7, 2022 (90 days before the first anniversary of the 2021 Annual Meeting of Stockholders). In the event that an annual meeting is advanced or delayed by more than 30 days from the first anniversary of the prior year’s annual meeting, notice by the stockholder, to be timely, must be delivered not earlier than the close of business on the 120th day prior to such annual meeting date and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a

beneficial or record owner of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. The Ethics Committee has not received or rejected a timely director nominee proposal from a stockholder or stockholders in respect of the annual meeting.

Stockholder Communications with the Board of Directors

Our Board has adopted a formal process by which our stockholders may communicate with our Board or any of its directors. Persons interested in communicating with our Board with their concerns or issues may address correspondence to our Board, to a particular director, or to the independent directors generally, in care of Gladstone Investment Corporation, Attention: Investor Relations, at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102. This information is also contained on our website at www.gladstoneinvestment.com.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our officers and directors and to the employees of our Adviser and our Administrator. The Ethics Committee reviews, approves and recommends to our Board any changes to the Code. They also review any violations of the Code and make recommendations to our Board on those violations. The Code is available in the Investors — Governance section of our website at www.gladstoneinvestment.com. If we make any substantive amendments to the Code or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

The Executive Committee

The Executive Committee, which was comprised of Messrs. Gladstone (Chairperson), Brubaker and Parker during the fiscal year ended March 31, 2021, has the authority to exercise all powers of our Board except for actions that must be taken by a majority of independent directors or the full Board under applicable rules and regulations.

The Offering Committee

The Offering Committee, which was comprised of Messrs. Gladstone (Chairperson), Brubaker and Parker during the fiscal year ended March 31, 2021, with each of our other directors who meet the independence requirements of Nasdaqcontinue serving as alternates for Mr. Parker, is responsible for assisting the Board in discharging its responsibilities regarding the offering from time to time of our securities. The Offering Committee has all powers of the Board that are necessary or appropriate and may lawfully be delegated to the Offering Committee in connection with an offering of our securities. Our Offering Committee operates pursuant to a written charter, which can be found in the Investors — Governance section of our website at www.gladstoneinvestment.com.

The Valuation Committee

The Valuation Committee, which was comprised of Ms. Merrick (Chairperson), and Messrs. Outland, Parker and Wilkinson during the fiscal year ended March 31, 2021, with each of our other independent directors serving as alternates, is responsible for assisting the Board in determining the fair value of our investment portfolio or other assets in compliance with the 1940 Act and assisting the Board’s compliance with legal and regulatory requirements, as well as risk management, related to valuation. The Valuation Committee operates pursuant to a written charter, which can be found in the Investors — Governance section of our website at www.gladstoneinvestment.com.

Oversight of Risk Management

Since September 2007, Jack Dellafiora has served as our chief compliance officer and, in that position, Mr. Dellafiora directly oversees our enterprise risk management function and reports to our chief executive officer, the Audit Committee and our Board in this capacity. In addition, Mr. Dellafiora serves as the chief compliance officer of Gladstone Capital, Gladstone Commercial, Gladstone Land, the Adviser, the Administrator, and Gladstone Securities. Mr. Dellafiora also serves as a managing principal of and is on the board of managers of Gladstone Securities. In fulfilling his risk management responsibilities, Mr. Dellafiora works closely with our general counsel and members of our executive management including, among others, our chief executive officer, president, chief financial officer and treasurer and chief operating officer.

Our Board, in its entirety, plays an active role in overseeing management of our risks. Our Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Each of the following committees of our Board plays a distinct role with respect to overseeing management of our risks:

•

Audit Committee: Our Audit Committee oversees the management of enterprise risks. To this end, our Audit Committee meets at least quarterly (i) to discuss our risk management guidelines, policies and exposures and (ii) with our independent registered public accounting firm to review our internal control environment and other risk exposures.

•

Compensation Committee: Our Compensation Committee oversees the management of risks relating to the fees paid to our Adviser and Administrator under the Advisory Agreement and the Administration Agreement, respectively. In fulfillment of this duty, the Compensation Committee meets at least annually to review these agreements. In addition, the Compensation Committee reviews the performance of our Adviser and our Administrator to determine whether the compensation paid to our Adviser and our Administrator was reasonable in relation to the nature and quality of services performed and whether the provisions of the Advisory Agreement and the Administrative Agreement were being satisfactorily performed.

•

Ethics, Nominating and Corporate Governance Committee: Our Ethics Committee manages risks associated with the composition and independence of our Board and potential conflicts of interest.

•

Valuation Committee: Our Valuation Committee manages risks associated with valuation of our investment portfolio and other assets. In addition the Valuation Committee facilitates communication between the Board, our senior and financial management and our independent public accountants related to valuation matters.

While each of the above committees is responsible for evaluating certain risks and overseeing the management of such risks, the committees each report to our Board on a regular basis to apprise our Board regarding the status of remediation efforts of known risks and of any new risks that may have arisen since the previous report.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee of our Board has selected PwC as the Company’s independent registered public accounting firm, which will auditinvestment adviser following the termination of the Original Advisory Agreement, the Company’s financial statementsstockholders must approve a new investment advisory agreement for the fiscal year ending March 31, 2022. The Board has further directed that management submit the selection of PwC asCompany. As a result, we are asking the Company’s independent registered public accounting firm for ratificationstockholders to approve the New Advisory Agreement.

The 1940 Act requires that the New Advisory Agreement be approved by the Company’s stockholders atin order for it to become effective. At an in-person meeting held August 22, 2023, the annual meeting. PwC has audited the Company’s financial statements since its fiscal year ended March 31, 2006. Representatives of PwC are expected to be present at the annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as the Company’s independent registered public accounting firm. If the stockholders fail to ratify the selection, the Audit Committee will reconsiderBoard discussed whether or not to retain PwC as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion and subject to approval by our Board in accordance with the 1940 Act, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company to approve the New Advisory Agreement, to take effect as of the date such agreement is approved by the Company’s stockholders pursuant to the Proposal. The Board, including all of the independent directors, unanimously approved the New Advisory Agreement and itsrecommended that it be submitted to the Company’s stockholders for approval at the special meeting.

There are no changes to the terms of the Original Advisory Agreement in the New Advisory Agreement, including the fee structure and services to be provided.

If the Proposal is approved by the Company’s stockholders, the New Advisory Agreement is expected to be entered into by the Company and the Adviser on the date following receipt of stockholder approval of the Proposal. If the Proposal is not approved by the Company’s stockholders, the Board will consider alternatives for the Company, including seeking subsequent approval of a new investment advisory agreement by the Company’s stockholders.

Summary of the New Advisory Agreement

A copy of the form of the New Advisory Agreement, marked against the Original Advisory Agreement, is attached to this proxy statement as Exhibit A. The affirmativefollowing description of the material terms of the New Advisory Agreement is only a summary and is qualified in its entirety by reference to Exhibit A.

Duration and Termination

The Original Advisory Agreement originally was in effect for an initial two-year term and was continued thereafter for a one-year period following annual approval in the manner required by the 1940 Act. If the stockholders of the Company approve the New Advisory Agreement for the Company, the New Advisory Agreement will be in effect for an initial two-year term and will continue thereafter for successive one-year periods following annual approval in the manner required by the 1940 Act.

Like the Original Advisory Agreement, the New Advisory Agreement may be terminated without penalty (i) by vote of the Board, or by vote of a majority of the shares heldoutstanding voting securities of the

8

Company or (ii) by holdersthe Adviser, each upon not less than sixty (60) days’ written notice to the other. In addition, each of the Original Advisory Agreement and the New Advisory Agreement will terminate automatically in the event of its assignment.

Advisory Services

Subject to the overall supervision of our outstanding common stockBoard, the Adviser manages the day-to-day operations of, and preferred stock,provides investment management services to us. Under each of the Original Investment Advisory Agreement and New Advisory Agreement, the Adviser (i) determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); (iii) closes, monitors and administers the investments we make, including the exercise of any voting togetheror consent rights (iv) determines the securities and other assets that the Company will purchase, retain, or sell; (v) performs due diligence on prospective portfolio companies; and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

Advisory Fees

Each of the Original Advisory Agreement and New Advisory Agreement provide that the Adviser receives a single class, present atbase management fee and an incentive fee.

Additionally, pursuant to the annual meeting willrequirements of the 1940 Act, the Adviser makes available significant managerial assistance to our portfolio companies. The Adviser may also provide other services to our portfolio companies under certain agreements and may receive fees for services other than managerial assistance. Such services may include: (i) assistance obtaining, sourcing or structuring credit facilities, long term loans or additional equity from unaffiliated third parties; (ii) negotiating important contractual financial relationships; (iii) consulting services regarding restructuring of the portfolio company and financial modeling as it relates to raising additional debt and equity capital from unaffiliated third parties; and (iv) taking a primary role in interviewing, vetting and negotiating employment contracts with candidates in connection with adding and retaining key portfolio company management team members. The Adviser non-contractually, unconditionally, and irrevocably credits 100% of any fees for such services against the base management fee that we would otherwise be required to ratifypay to the selectionAdviser. The Adviser additionally non-contractually, unconditionally, and irrevocably credits back to us 100% of PwC. Abstentions will have the sameloan servicing fees described below under “Certain Transactions—Loan Servicing Fees”.

After giving effect as a vote “AGAINST”to the proposal. Broker non-votes will be considered present and entitled to vote for the purpose of determining whether a quorum exists, although they will not be counted for any purpose in determining whether this matter has been approved.

Independent Registered Public Accounting Firm Fees

The following table represents the aggregate amount of management fees capitalized or expensed bycredited back to us for the fiscal years ended March 31, 2021 and March 31, 2020 that were billed or incurred by PwC, our principal independent registered public accounting firm.

   2021   2020 

Audit Fees

  $378,900   $434,000 

Audit Related Fees(1)

   102,700    40,000 

Tax Fees

   None    None 

All Other Fees

   None    None 

Total

  $481,600   $474,000 

(1)

For the year ended March 31, 2021, this includes $102,700 in fees related to our ATM programs and the 2026 Registered Notes. For the year ended March 31, 2020, this includes $40,000 in fees related to our ATM program in December 2019.

Audit Fees. Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide including fees for the audit of our annual financial statements and the review of our quarterly financial statements in accordance with generally accepted auditing standards.

Audit Related Fees. Audit related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that are not required by statute or regulation, including fees for comfort letters, consents, and assistance with and review of documents filed with the SEC.

Tax Fees. Tax fees include corporate and subsidiary compliance and consulting.

All Other Fees. Fees for other services would include fees for products and services other than the services reported above, including any non-audit fees.

During the fiscal years ended March 31, 2021 and March 31, 2020, the aggregate non-audit fees billed by PwC for services rendered to our Adviser, and any entity controlling, controlled by or under common control with our Adviser that provides ongoing services to us was $518,900 and $165,000, respectively. For the fiscal year ended March 31, 2021, these fees were for services related to offerings, tax and compliance services, consultations, and an accounting research subscription. For the fiscal year ended March 31, 2020, these fees were for tax and compliance services, consultations, and an accounting research subscription. The Audit Committee has considered whether, and believes that, the rendering of these services to our Adviser and entities controlling, controlled by or under common control with our Adviser is compatible with maintaining the independent registered public accounting firm’s independence.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, PwC. Pursuant to the policy specified services in the defined categories of audit services, audit related services, and tax services up to specified amounts are generally pre-approved. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of the services other than audit services currently being provided by PwC is compatible with maintaining the independent registered public accounting firm’s independence.

During fiscal years 2021 and 2020, 100% of fees associated with our independent registered public accounting firm were preapproved by our Audit Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2022.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS1

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included in its review results of the independent registered public accounting firm’s audits, the Company’s internal controls, and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s chief executive officer and chief financial officer that are required in periodic reports filed by the Company with the Securities and Exchange Commission. The Audit Committee further discussed with the independent registered public accounting firm the effectiveness of the internal control over financial reporting of the Company. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

Management represented to the Audit Committee that the Company’s consolidated financial statements for the year ended March 31, 2021 were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB), and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee discussed and reviewed with PwC our critical accounting policies and practices, internal controls, other material written communications to management, and the scope of PwC’s audits and all fees paid to PwC during the fiscal year. The Audit Committee adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by PwC. The Audit Committee has reviewed and considered the compatibility of PwC’s performance of non-audit services with the maintenance of PwC’s independence as our independent registered public accounting firm.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, for filing with2023, the U.S. SecuritiesAdviser earned an aggregate amount of $20.2 million under the Original Advisory Agreement, which represents management fees and Exchange Commission. In addition, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022.

Submitted by the Audit Committee

Anthony W. Parker, Chairperson

Michela A. English

Caren D. Merrick

John H. Outland

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 of our filings under the Securities Act of 1933, as amended (the “1933 Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 1, 2021 (unless otherwise indicated), the beneficial ownership of each current director, each of the named executive officers, the executive officers and directors as a group and each stockholder known to our management to own beneficially more than 5% of the outstanding shares of common and preferred stock. Except as otherwise noted, the address of the individuals below is c/o Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

Beneficial Ownership of Voting Securities(1)(2)

Name and Address

 Number of
Shares  of
Common
Stock		  Percent of
Total
Common
Stock		  Number of
Preferred
Stock		  Percent of
Total
Preferred
Stock		 

Directors:

    

Paul W. Adelgren

  8,480   *   —   — 

Terry L. Brubaker

  16,233   *   —   — 

Michela A. English

  1,388(3)   *   —   — 

David Gladstone

  666,822(4)   2.01%   —   — 

Caren D. Merrick

  1,965   *   —   — 

John H. Outland

  4,780   *   —   — 

Anthony W. Parker

  16,444   *   —   — 

Walter H. Wilkinson, Jr.

  19,450   *   —   — 

Executive Officers (that are not also Directors):

    

Julia Ryan

  4,000    —   — 

All executive officers and directors as a group (10 persons)

  867,417   2.61%   

*

Less than 1%

(1)

This table is based upon information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and sole investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on33,205,023 shares of common stock and 3,774,853 shares of preferred stock outstanding on June 1, 2021.

(2)

Ownership calculated in accordance with Rule 13d-3 of the Exchange Act.

(3)

Includes 1,388 shares that are pledged as collateral in connection with a margin account.

(4)

Includes 11,018 shares held indirectly through The Gladstone Companies, Ltd.

The following table sets forth, as of June 1, 2021, the dollar range of equity securities that are beneficially owned by each of our directorsincentive fees in the Company.

Name

Dollar Range of Equity Securities of
the Company Owned by
Directors or Nominee(1)(2)

Interested Directors:

David Gladstone

Over $100,000

Terry L. Brubaker

Over $100,000

Independent Directors:

Paul W. Adelgren

Over $100,000

Michela A. English

$10,000 - $50,000

Caren D. Merrick

$10,000 - $50,000

John H. Outland

$50,000 - $100,000

Anthony W. Parker

Over $100,000

Walter H. Wilkinson, Jr.

Over $100,000

(1)

Ownership is calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act.

(2)

The dollar range of equity securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on Nasdaq as of June 1, 2021, times the number of shares of the respective class so beneficially owned and aggregated accordingly.

Gladstone Capital, our affiliateamount of $11.0 million and a BDC, is also managed by our Adviser.$9.2 million, respectively. The following table sets forth certain information regarding the ownership of the common stock of Gladstone Capital as of June 1, 2021, by each independent incumbent director and nominee. None of our independent directors owns any securities of Gladstone Capital, other than the common stock listed below.

Name

  Number  of
Common
Shares		  Percent of
Class		   Value  of
Securities(1)		 

Independent Directors:

     

Paul W. Adelgren

   11,909   *   $136,239 

Michela A. English

   1,588(2)   *   $18,167 

Caren D. Merrick

   2,835   *   $32,432 

John H. Outland

   3,406   *   $38,965 

Anthony W. Parker

   —     *    —   

Walter H. Wilkinson, Jr.

   18,791   *   $214,969 

*

Less than 1%

(1)

Ownership calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act. The value of securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on Nasdaq as of June 1, 2021, times the number of shares of the respective class so beneficially owned and aggregated accordingly.

(2)

Includes 1,588 shares that are pledged as collateral in connection with a margin account.

Gladstone Commercial, our affiliate and a real estate investment trust, is also managed by our Adviser. The following table sets forth certain information regarding the ownership of the common stock of Gladstone Commercial as of June 1, 2021, by each independent incumbent director and nominee. None of our independent directors owns any securities of Gladstone Commercial, other than the common stock listed below.

Name

  Number  of
Common
Shares		  Percent of
Class		   Value  of
Securities(1)		 

Independent Directors:

     

Paul W. Adelgren

   13,290   *   $291,716 

Michela A. English

   1,761(2)   *   $38,654 

Caren D. Merrick

   2,816   *   $61,811 

John H. Outland

   2,972   *   $65,235 

Anthony W. Parker

   36,164   *   $793,800 

Walter H. Wilkinson, Jr.

   9,947   *   $218,337 

*

Less than 1%

(1)

Ownership calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act. The value of securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on Nasdaq as of June 1, 2021, times the number of shares of the respective class so beneficially owned and aggregated accordingly.

(2)

Includes 1,761 shares that are pledged as collateral in connection with a margin account.

Gladstone Land, our affiliate and a real estate investment trust, is also managed by our Adviser. The following table sets forth certain information regarding the ownership of the common stock of Gladstone Land as of June 1, 2021, by each independent incumbent director and nominee. None of our independent directors owns any securities of Gladstone Land, other than the common stock listed below.

Name

  Number of
Common
Shares		  Percent of
Class		   Value  of
Securities(1)		 

Independent Directors:

     

Paul W. Adelgren

   13,492   *   $321,110 

Michela A. English

   1,230(2)   *   $29,274 

Caren D. Merrick

   4,432   *   $105,482 

John H. Outland

   2,019   *   $48,052 

Anthony W. Parker

   6,286   *   $149,607 

Walter H. Wilkinson, Jr.

   11,156   *   $265,513 

*

Less than 1%

(1)

Ownership calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act. The value of securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on Nasdaq of June 1, 2021, times the number of shares of the respective class so beneficially owned and aggregated accordingly.

(2)

Includes 1,230 shares that are pledged as collateral in connection with a margin account.

Insider Trading Policy

The Company has adopted a Code of Ethics that, among other things, prohibits directors, officers and other employees of Gladstone Land Corporation, Gladstone Commercial Corporation, Gladstone Capital Corporation (collectively, with the Company, the “Funds”), the Company, the Administrator or the Adviser, including such persons’ immediate family members, from entering into a short sale transaction or trading in options (including puts and calls), warrants, convertible securities, appreciation rights or other derivative securities, with respect to the Company’s securities (or securities of the Funds) or use any other derivative transaction or instrument to take a short position in respect of such Fund’s securities.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

None of our executive officers receives direct compensation from us. We do not currently have any employees and do not expect to have any employees in the foreseeable future. The services necessary for the operation of our business are provided to us by our officers and the other employees of our Adviser and Administrator, pursuant to the terms of theNew Advisory Agreement includes the same base management fee and Administration Agreement, respectively. Mr. Gladstone, our chairman and chief executive officer, Mr. Brubaker, our vice chairman, chief operating officer and assistant secretary, and Mr. Dullum, our president, are all employees of and compensated directly by our Adviser. Ms. Ryan, our chief financial officer and treasurer, is an employee of our Administrator.

During the fiscal year ended March 31, 2021, we incurred total fees, net of credits, of approximately $12.9 million to our Adviserincentive fee currently in place under the Original Advisory Agreement and $1.6 million to our Administrator under the Administration Agreement. For a discussion of the terms of our Advisory and Administration Agreement, see “Certain Transactions.”

DIRECTOR COMPENSATION FOR FISCAL YEAR 2021Management Fee

The following table shows for the fiscal year ended March 31, 2021 certain information with respect to the compensation of all directors that are not also executive officers. Our executive officers do not receive any compensation for their service as directors:

Name

  Aggregate
Compensation  from
Fund ($)		   Total Compensation
From  Fund and Fund
Complex Paid to
Directors ($)(1)		 

Paul W. Adelgren

  $39,000   $153,000 

Michela A. English

  $38,000   $149,000 

Caren D. Merrick

  $45,000   $170,000 

John H. Outland

  $53,000   $205,000 

Anthony W. Parker

  $49,500   $191,000 

Walter H. Wilkinson, Jr.

  $42,000   $161,000 

(1)

Includes compensation the director received from Gladstone Capital as part of our Fund Complex. Also includes compensation the director received from Gladstone Commercial, our affiliate and a real estate investment trust and Gladstone Land, our affiliate and a real estate investment trust although they are not part of our Fund Complex.

For our fiscal year ended March 31, 2021, as compensation for serving on our Board, each of our independent directors received an annual fee of $25,000, an additional $1,000 for each Board meeting attended, and an additional $1,000 for each committee meeting attended if such committee meeting took place on a day other than when the full Board met. In addition, the chairperson of the Audit Committee received an annual fee of $7,500, the chairpersons of each of the Compensation and Valuation Committees received an annual fee of $3,000 and the chairperson of the Ethics Committee received an annual fee of $1,000 for their additional services in these capacities. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

We do not pay any compensation to directors who also serve as our officers, or as officers or directors of our Adviser or our Administrator, in consideration for their service to us. Our Board may change the compensation of our independent directors in its discretion. None of our independent directors received any compensation from us during the fiscal year ended March  31, 2021, other than for Board or committee service and meeting fees.

COMPENSATION COMMITTEE REPORT2

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Submitted by the Compensation Committee

John H. Outland, Chairperson

Paul W. Adelgren

Walter H. Wilkinson, Jr.

2

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 of our filings under the 1933 Act or the 1934 Act, other than our Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

CERTAIN TRANSACTIONS

Advisory and Administration Agreements

Under the Advisory Agreement, our Adviser is responsible for our day-to-day operations of managing the investment and reinvestment of our assets. Specifically, these responsibilities include: (i) identifying, evaluating, negotiating and consummating all investment transactions consistent with our investment objectives and criteria; (ii) providing us with all required records and regular reports to our Board concerning our Adviser’s efforts on our behalf; and (iii) maintaining compliance with all regulatory requirements applicable to us. The base management fee is assessedcalculated at an annual rate of 2.0% computed2.00% of our gross assets, excluding cash and cash equivalents but including assets purchased with borrowed funds, and is payable quarterly in

9

arrears. The base management fee is calculated based on the basisaverage value of the value of our averageCompany’s gross assets at the end of the two most recently completed calendar quarters, (inclusive of the current quarter), which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, and appropriately adjusted appropriately for any share issuances or repurchases during the period.current calendar quarter. Base investment advisory fees for any partial month or quarter are appropriately pro rated.

Incentive Fee

The incentive fee consists of two components, the income-based incentive fee and the capital gains-based incentive fee, that are independent of each other, with the result that one component may be payable even if the other is not.

The Advisory Agreement also provides for an incentive fee, which consists of two parts: an income-based incentive fee and a capital gainsgains-based incentive fee. The income-based incentive fee rewards ourthe Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets, which we define as total assets less liabilities and before taking into account any incentive fees payable or contractually due but not payable during the period (the “hurdle rate”), at the end of the immediately preceding calendar quarter, adjusted appropriately for any share issuances or repurchases during the period (the “hurdle rate”).quarter. We pay our Adviser an income-based incentive fee with respect to our pre-incentive fee fee net investment income in each calendar quarter as follows:

 

no incentive fee in any calendar quarter in which our pre-incentive fee fee net investment income does not exceed the hurdle rate (7% annualized);rate;

 

100%100.0% of our pre-incentive fee fee net investment income with respect to that portion of such pre-incentive fee fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter (8.75% annualized);quarter; and

 

20%20.0% of the amount of our pre-incentive fee fee net investment income, if any, that exceeds 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter (8.75% annualized).quarter.

The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), and equals 20.0%20% of our realized capital gains, less any realized capital losses and unrealized depreciation, calculated as of the end of the preceding calendar year. The capital gains-based incentive fee payable to the Adviser is calculated based on (i) cumulative aggregate realized capital gains since our inception, less (ii) cumulative aggregate realized capital losses since our inception, less (iii) the entire portfolio’s aggregate unrealized capital depreciation, if any, as of the date of the calculation. If this number is positive at the applicable calculation date, then the capital gains-based incentive fee for such year equals 20.0% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years.

Additionally, pursuant toExamples of how the requirementsincentive fee would be calculated are as follows:

Assuming pre-incentive fee net investment income of 0.55%, there would be no income-based incentive fee because such income would not exceed the hurdle rate of 1.75%.

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Assuming pre-incentive fee net investment income of 2.00%, the income-based incentive fee would be as follows:

= 100% × (2.00% - 1.75%)

= 0.25%

Assuming pre-incentive fee net investment income of 2.30%, the income-based incentive fee would be as follows:

= (100% × (“catch-up”: 2.1875% - 1.75%)) + (20% × (2.30% - 2.1875%))

= (100% × 0.4375%) + (20% × 0.1125%)

= 0.4375% + 0.0225%

= 0.46%

Assuming net realized capital gains of 6% and realized capital losses and unrealized capital depreciation of 1%, the capital gains-based incentive fee would be as follows:

= 20% × (6% - 1%)

= 20% × 5%

= 1%

Other Provisions

Limitation of Liability and Indemnification

Each of the Original Advisory Agreement and the New Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations (as the same may be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder), our Adviser and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser’s services under the Original Advisory Agreement and New Advisory Agreement, or otherwise as an investment adviser of ours.

Approval

The Original Advisory Agreement was most recently approved by the Board, including a majority of the independent directors, on July 11, 2023, and was last approved by the Company’s stockholders on June 22, 2005.

Executive Officers and Directors of the Adviser

Information regarding the directors and principal executive officers of the Adviser makes available significant managerial assistance to our portfolio companies.before and after the change of control is set forth below. The Adviser may also provide other services to our portfolio companies under certain agreementsis 100% indirectly owned and may receive fees for services other than managerial assistance. Such services may include, butcontrolled by David

11

Gladstone. The address of David Gladstone, the Adviser and its executive officers is 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102. The following are not limited to: (i) assistance obtaining, sourcing or structuring credit facilities, long term loans or additional equity from unaffiliated third parties; (ii) negotiating important contractual financial relationships; (iii) consulting services regarding restructuringthe directors and executive officers of the portfolio companyAdviser and financial modelingemployees of the Adviser who are officers or directors of the Company:

Before the Change of Control

Name

Position with Adviser

Principal Occupation/Position with the
Company

David GladstoneChairman and Chief Executive OfficerChairman and Chief Executive Officer
Terry Lee BrubakerVice Chairman and Chief Operating OfficerChief Operating Officer and Assistant Secretary
Michael MalesardiChief Financial Officer and TreasurerN/A
Michael LiCalsiGeneral Counsel and SecretaryGeneral Counsel and Secretary
Jack DellafioraChief Compliance OfficerChief Compliance Officer
Paula NovaraHead of Resources ManagementDirector; Head of Resources Management
David A.R. DullumExecutive Vice President of Private Equity (Buyouts)President

After the Change of Control

Name

Position with Adviser

Principal Occupation/Position with the
Company

David GladstoneChairman and Chief Executive OfficerChairman and Chief Executive Officer
Terry Lee BrubakerVice Chairman and Chief Operating OfficerChief Operating Officer and Assistant Secretary
Michael MalesardiChief Financial Officer and TreasurerN/A
Michael LiCalsiGeneral Counsel and SecretaryGeneral Counsel and Secretary
Jack DellafioraChief Compliance OfficerChief Compliance Officer
Paula NovaraHead of Resources ManagementDirector; Head of Resources Management
David A.R. DullumExecutive Vice President of Private Equity (Buyouts)President

Recommendation of the Board

The Board believes that the terms and conditions of the New Advisory Agreement are fair to, and in the best interests of, the Company and its stockholders. The Board believes that, upon stockholder approval

12

of the Proposal, the Adviser will continue providing the same level of services as it relatescurrently provides under the Original Advisory Agreement. The Board was presented with information demonstrating that the New Advisory Agreement would enable the Company’s stockholders to raising additional debtcontinue to obtain quality services at a cost that was fair and equity capital from unaffiliated third parties; and (iv) primary role in interviewing, vetting and negotiating employment contracts with candidates in connection with adding and

reasonable.

retaining key portfolio company management team members. The Adviser voluntarily, unconditionally, and irrevocably credits 100% of any fees for such services against the base management feeBoard noted that we would otherwise be required to pay to the Adviser; however, pursuant to the terms of the New Advisory Agreement, a small percentage of certain of suchincluding the fees totaling $0.2 million for eachpayable thereunder, are identical to those of the years ended March 31, 2021Original Advisory Agreement relating to the Company. The Board considered that the services to be provided and 2020, respectively, were retainedthe standard of care under the New Advisory Agreement are the same as the Original Advisory Agreement. The Board noted the change in control of the Adviser does not alter the Adviser’s responsibilities and that the Adviser had indicated that it did not anticipate any material changes to the services provided to the Company as a result of the change in control. The Board also observed that approval of the New Advisory Agreement now would allow for continuity of the provision of services to the Company in the event of the death of Mr. Gladstone.

In considering the New Advisory Agreement, the Board took into consideration (i) the nature, extent and quality of the advisory and other services provided by the Adviser under the Original Advisory Agreement; (ii) historical performance of the Company; (iii) comparative data with respect to advisory fees or similar expenses paid by other business development companies with similar investment objectives; (iv) the Company’s projected operating expenses and expense ratio compared to business development companies with similar investment objectives; (v) any existing and potential sources of indirect income to the Adviser or the Administrator from their relationships with the Company and the profitability of those relationships; (vi) information about the services to be performed and the personnel performing such services under the Original Advisory Agreement; (vii) the organizational capability and financial condition of the Adviser and its affiliates; (viii) the Adviser’s practices regarding the selection and compensation of brokers that may execute the Company’s portfolio transactions and the brokers’ provision of brokerage and research services to the Adviser; (ix) the possibility of obtaining similar services from other third party service providers or through an internally managed structure; and (x) other factors the Board deemed to be relevant. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important, controlling or determinative of its decision.

Nature, Extent and Quality of Services Provided

The Board considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the formCompany, noting that the services to be provided under the New Advisory Agreement are identical to those services provided under the Original Advisory Agreement. In particular, they noted that the Adviser has served as the Company’s investment adviser since 2005.

In considering the nature, extent and quality of reimbursement, at cost, for tasks completedthe services to be provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past reports from the Company’s Chief Compliance Officer. The Board noted that it had previously reviewed the Adviser’s registration on Form ADV, as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the Adviser’s management and staff. The Board also considered its experience with the Adviser providing investment management services to the Company.

13

The Board also considered other services to be provided to the Company, such as monitoring adherence to the Company’s investment guidelines and monitoring compliance with various Company policies and procedures and with applicable securities regulations. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Company by the Adviser.

Comparison of Management Fee and Expense Ratio to Other Business Development Companies

The Board reviewed and considered comparative data with respect to the expense ratios and the amount and structure of the expenses paid by other externally managed business development companies. The Board noted that the Company’s base management fee of 2.00% was within the range of base management fees charged by other similar externally managed business development companies. The Board also discussed that the incentive fee was consistent with the range of other externally managed business development companies. The comparative data assisted the Board in assessing the fairness and reasonableness of the management and incentive fees to be paid under the New Advisory Agreement as well as the total estimated expenses to be paid by the Company. Based on the information reviewed and the considerations detailed above, the Board, including the independent directors, concluded that the fee and expense structure is fair and reasonable in relation to the services provided.

Experience of Management Team and Personnel

The Board discussed the experience of current key personnel of the Adviser primarily relatedand its affiliates. The Board considered that all of the current key portfolio management personnel of the Adviser are currently expected to continue their relationship with the Adviser.

Historical Performance

The Board considered that the Adviser has demonstrated a strong track record of funding portfolio companies as well as the historical management of the Company by the Adviser. Based on the information reviewed, the Board concluded that it was satisfied by the historical performance of the Adviser.

Costs of Services Provided and Economies of Scale

The Board considered the costs incurred by the Company and the Adviser to provide services to the valuationCompany, the expected costs to be incurred by the Adviser, the profit that the Adviser may realize, and the Adviser’s financial condition. Based on its review, the Board concluded that the Adviser is financially able to provide the Company with the services enumerated in the New Advisory Agreement.

The Board considered the extent to which economies of portfolio companies.scale may be realized as the Company grows, but concluded that material economies of scale are unlikely given the amount of time and effort involved in originating investments consistent with the Company’s current investment strategy limits the Company’s ability to realize economies of scale regardless of the Company’s size.

14

Conclusion

No single factor was determinative of the Board’s decision to approve the New Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the independent directors, determined that the New Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Company. The Board, including each of the independent directors, therefore determined that the approval of the New Advisory Agreement was in the best interests of the Company and its stockholders.

THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE NEW ADVISORY AGREEMENT.

15

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the common stock of the Company as of September [●], 2023, by: (i) each current director; (ii) each of our named executive officers; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than 5% of our common stock. Except as otherwise noted, the address of the individuals below is c/o Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 100, McLean, VA 22102. As of September [●], 2023, no independent director (or his/her immediate family members) owned securities of our Adviser.

Beneficial Ownership of Common Stock (1)(2)

Name and Address

Number of
Common
Shares		Percent
of
Total
Common
Shares

Directors:

Paul W. Adelgren

[●]     * 

Michela A. English

[●](3)     * 

David Gladstone

[●](4) [●] 

Paula Novara

[●]     * 

John H. Outland

[●]     * 

Anthony W. Parker

[●]     * 

Walter H. Wilkinson, Jr.

[●]     * 

Named Executive Officers (that are not also Directors):

Rachael Easton

[●]     * 

All executive officers and directors as a group (10 persons) (5)

[●] [●]% 

*

Less than 1%

(1)

This table is based upon information supplied by executive officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and sole investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on [●] shares of common stock outstanding on September [●], 2023.

(2)

Ownership calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”).

(3)

Includes [●] shares that are pledged as collateral in connection with a margin account.

(4)

Includes [●] shares held indirectly through The Gladstone Companies, Ltd.

(5)

There are no employees compensated by the Company. All the employees are compensated by the Adviser and/or Administrator.

The following table sets forth, as of September [●], 2023, the dollar range of equity securities that are beneficially owned by each of our directors in the Company and in both the Company and Gladstone

16

Capital Corporation in the aggregate. Gladstone Capital Corporation is our affiliate and a business development company that is also externally managed by our Adviser.

Name

Dollar Range of
Equity Securities of
the Company Owned by
Director (1)(2)		Aggregate Dollar Range of Equity Securities
in All Funds Overseen
or to be Overseen by Director
in Family of Investment Companies (1)(2)

Interested Directors:

David Gladstone

Over $100,000Over $100,000

Paula Novara

$10,000-$50,000$10,000-$50,000

Independent Directors:

Paul W. Adelgren

Over $100,000Over $100,000

Michela A. English

$10,000-$50,000$10,000-$50,000

John H. Outland

$50,000-$100,000Over $100,000

Anthony W. Parker

Over $100,000Over $100,000

Walter H. Wilkinson, Jr.

Over $100,000Over $100,000

(1)

Ownership is calculated in accordance with Rule 16a-1(a)(2) of the 1934 Act.

(2)

The dollar range of equity securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on The Nasdaq Global Select Market as of September [●], 2023, by the number of shares of the respective class so beneficially owned and aggregated accordingly.

Gladstone Commercial Corporation, our affiliate and a real estate investment trust, is also managed by our Adviser. The following table sets forth certain information regarding the ownership of the common and preferred stock of Gladstone Commercial Corporation as of September [●], 2023, by each independent director. As of September [●], 2023, none of our independent directors owns any class of stock of Gladstone Commercial Corporation, other than common stock.

Name

Number of
Common
Shares		Percent of
Class of
Common Shares		Value of
Securities($) (1)

Independent Directors:

Paul W. Adelgren

[●] *$[●] 

Michela A. English

[●](2) *$[●] 

John H. Outland

[●] *$[●] 

Anthony W. Parker

[●] *$[●] 

Walter H. Wilkinson, Jr.

[●] *$[●] 

*

Less than 1%

(1)

Ownership calculated in accordance with Rule 16a-1(a)(2) of the 1934 Act. The value of securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on The Nasdaq Global Select Market as of September [●], 2023, by the number of shares of the respective class so beneficially owned and aggregated accordingly.

(2)

Includes [●] shares that are pledged as collateral in connection with a margin account.

17

Gladstone Land Corporation, our affiliate and a real estate investment trust, is also managed by our Adviser. The following table sets forth certain information regarding the ownership of the common stock of Gladstone Land Corporation as of September [●], 2023, by each independent director. As of September [●], 2023, none of our independent directors owns any preferred stock of Gladstone Land Corporation.

Name

Number of
Common
Shares		Percent of
Class of
Common Shares		Value of Securities($) (1)

Paul W. Adelgren

[●] *$[●] 

Michela A. English

[●](2) *$[●] 

John H. Outland

[●] *$[●] 

Anthony W. Parker

[●] *$[●] 

Walter H. Wilkinson, Jr.

[●] *$[●] 

*

Less than 1%

(1)

Ownership calculated in accordance with Rule 16a-1(a)(2) of the 1934 Act. The value of securities beneficially owned is calculated by multiplying the closing price of the respective class as reported on The Nasdaq Global Market as of September [●], 2023, by the number of shares of the respective class so beneficially owned and aggregated accordingly.

(2)

Includes [●] shares that are pledged as collateral in connection with a margin account.

Insider Trading Policy

The Company has adopted a Code of Ethics that, among other things, prohibits directors, officers and other employees of Gladstone Land Corporation, Gladstone Commercial Corporation or Gladstone Capital Corporation (collectively, with the Company, the “Funds”), the Company, the Administrator or the Adviser, including such persons’ immediate family members, from entering into a short sale transaction or trading in options (including puts and calls), warrants, convertible securities, appreciation rights or other derivative securities, with respect to the Company’s securities (or securities of the Funds) or use any other derivative transaction or instrument to take a short position in respect of such Fund’s securities.

18

CERTAIN TRANSACTIONS

Administration Agreement

Under the Administration Agreement, we pay separately for administrative services including record keeping and regulatory compliance functions. Payments under the Administration Agreement are generally equal to our allocable portion of our Administrator’s overhead expenses in performing its obligations under the Administration Agreement, including rent for the space occupied by our Administrator, and our allocable portion of the salaries, bonuses, and benefits expenses of our chief financial officer, and treasurer, chief valuation officer, chief compliance officer, and general counsel and secretary and their respective staffs. Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the approximate percentageamount of time the Administrator’s employees perform services for us in relation to their time spent performing services of all companies serviced by our Administrator.Administrator under contractual agreements.

Our Adviser and Administrator areis 100% indirectly owned and controlled by David Gladstone, the chairman of our Board and our chief executive officer. Mr. Gladstone is also the chairman of the Boardboard of directors and chief executive officer of our Adviser. Terry L.Lee Brubaker, our vice chairman, chief operating officer and assistant secretary, is a member of the board of directors of our Adviser and its vice chairman, and chief operating officer.officer and assistant secretary. Ms. Novara, a member of our Board, is Head of Human Resources, Facilities & Office Management and IT of our Adviser. Although we believe that the terms of the Advisory Agreement and Administration Agreement are no less favorable to us than those that could be obtained from unaffiliated third parties in arms’ length transactions, our Adviser and Administrator, their officers and their directors have a material interest in the terms of these agreements.

The principal executive office of each of the Adviser and the Administrator is located at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

Loan Servicing Fee

The Adviser also services the loans held by Gladstone Business Investment, LLC (“Business Investment”), our wholly owned subsidiary and the borrower under our line of credit, in return for which the Adviser receives a 2.0% annual fee payable monthly based on the monthly aggregate outstanding balance of loans pledged under our line of credit. Since Business Investment is a consolidated subsidiary of ours, coupled with the fact thatand the total base management fee paid to the Adviser pursuant to the Original Advisory Agreement cannot exceed 2.0% of total assets (less(including investments made with proceeds of borrowings, less any uninvested cash orand cash equivalents resulting from borrowings) during any given calendar year, we treat payment of the loan servicing fee pursuant to our line of credit as a pre-payment of a portion of the base management fee under the Original Advisory Agreement. Accordingly, these loan servicing fees are 100% voluntarily, unconditionallyirrevocably and irrevocablyunconditionally credited back to us by the Adviser. Loan servicing fees of approximately $7.1$7.9 million were incurred for the fiscal year ended March 31, 2021,2023, all of which were directly credited against the amount of the base management fee due to our Adviser under the Original Advisory Agreement.

19

Investment Banking Services

Gladstone Securities, an affiliated broker dealer which is 100% indirectly owned and controlled by Mr.David Gladstone, provides other services, including investment banking and due diligence services to certainmost of our portfolio companies for which it receives a fee (paid by such portfolio companies) in an amount not greater

than 1% of each investment at closing. Messrs. Gladstone, LiCalsi and Dellafiora serve on the board of managers of Gladstone Securities and certain of the employees of the Adviser, who are also registered representatives of Gladstone Securities, perform the investment banking services on behalf of Gladstone Securities. Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee. Therefore, they are not credited back to the Company and are entirely retained by Gladstone Securities. The fees received by Gladstone Securities from portfolio companies during the year ended March 31, 20212023 totaled $0.6$1.6 million.

Conflict of Interest Policy

We have adopted written policies to reduce potential conflicts of interest. In addition, our directors are subject to certain provisions of Delaware law (as we are a Delaware corporation) that are designed to minimize conflicts. Under our current conflict of interest policy, without the approval of a “required majority,” as defined under the 1940 Act, which means both a majority of directors who have no financial interest in the transaction and a majority of directors who are not interested persons of ours, we will not:

 

acquire from or sell to any of our officers, directors or employees, or any entity in which any of our officers, directors or employees has an interest of more than 5%, any assets or other property;

 

borrow from any of our directors, officers or employees, or any entity in which any of our officers, directors or employees has an interest of more than 5%; or

 

engage in any other transaction with any of our directors, officers or employees, or any entity in which any of our directors, officers or employees has an interest of more than 5% (except that our Adviser may lease office space in a building that we own, provided that the rental rate under the lease is determined by our independent directors to be at a fair market rate).

Where allowed by applicable rules and regulations, from time to time we may enter into transactions with our Adviser or one or more of its affiliates. A required majority of our directors, as defined under the 1940 Act, must approve all such transactions with our Adviser or its affiliates.

Indemnification

In our certificate of incorporation and bylaws, we have agreed to indemnify certain officers and directors by providing, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as our director, officer or other agent, to the fullest extent permitted under Delaware law and our bylaws. Notwithstanding the foregoing, the indemnification provisions shall not protect any officer or director from liability to us or our stockholders as a result of any action that would constitute willful misfeasance, bad faith or gross negligence in the performance of such officer’s or director’s duties, or reckless disregard of his or her obligations and duties.

20

Each of the Original Advisory Agreement and Administration Agreement provides, and the New Advisory Agreement will provide, that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations (as the same may be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder), our Adviser, our Administrator and their respective officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser’s or Administrator’s services under the Original Advisory Agreement, Administration Agreement or AdministrationNew Advisory Agreement, respectively, or otherwise as an investment adviser of ours.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year,In connection with the special meeting, a number of brokers with account holders who are Gladstone Investment Corporation stockholders will be “householding” our proxy materials. A single set of annual meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that theyit will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of annual meeting materials, please notify your broker. Stockholders who currently receive multiple copies of the annual meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers. Stockholders of record can direct their written request for “householding” or to receive separate proxy materials to Investor Relations at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 or call our toll-free investor relations line at (866) 366-5745.

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OTHER MATTERS

TheOur Board of Directors knows of no other matters that will be presented for consideration at the annualspecial meeting. If any other matters are properly brought before the meeting, your proxy holder (oneit is the intention of the individualspersons named on your Proxy Card) willin the accompanying proxy to vote on such matters in accordance with their best judgment.

By OrderWe will furnish, without charge, a copy of the Board of Directors,

LOGO

Michael LiCalsi

General Counsel and Secretary

June 18, 2021

GLADSTONE INVESTMENT CORPORATION

1521 WESTBRANCH ROAD, SUITE 100

McLEAN, VA 22102

Proxy Card for Common Stockholders

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/GAIN2021

You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D55035-P58451                         KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

GLADSTONE INVESTMENT CORPORATION

For
All		Withhold AllFor All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors to hold office until the 2024 Annual Meeting of Stockholders.

☐☐☐

Nominees:

01)    Terry L. Brubaker

02)    Caren D. Merrick

The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain

2.

To ratify our Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2022.

☐

☐

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date        

Signature (Joint Owners)                    

Date        

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice, Proxy Statement and Annual Report on Form 10-K are for the year ended March 31, 2023, including consolidated financial statements, but not including exhibits, to each of our stockholders of record on September [●], 2023, and to each beneficial stockholder on that date upon written request made to our secretary at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 or by calling toll-free (866) 366-5745. Such request must set forth a good faith representation that the requesting party was a beneficial owner of our common stock on September [●], 2023. The Annual Report with exhibits is also available at www.proxyvote.com.no cost through the SEC’s EDGAR database available at www.sec.gov.

SUBMISSION OF STOCKHOLDER PROPOSALS

We will consider for inclusion in our proxy materials for the 2024 annual meeting proposals that we receive not later than February 17, 2024 and that comply with all applicable requirements of Rule 14a-8 promulgated under the 1934 Act, and our bylaws. Stockholders must submit their proposals to our secretary at 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102.

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D55036-P58451In addition, any stockholder who wishes to propose a nominee to our Board or propose any other business to be considered by the stockholders (other than a stockholder proposal to be included in our proxy materials pursuant to Rule 14a-8 of the 1934 Act) must comply with the advance notice provisions and other requirements of Article III, Section 5 of our bylaws, a copy of which is on file with the SEC and may be obtained without charge from our secretary upon request.

These notice provisions require that nominations of persons for election to our Board and proposals of business to be considered by the stockholders for the 2024 annual meeting must be made in writing and submitted to our secretary at the address above no earlier than April 5, 2024 (120 days before the first anniversary of our 2023 annual meeting) and not later than May 5, 2024 (90 days before the first anniversary of the 2023 annual meeting). You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

 

By Order of the Board of Directors

 

GLADSTONE INVESTMENT CORPORATION

Annual Meeting of Stockholders

August 5, 2021 – 11:00 a.m. Eastern Time

This proxy is solicited by the Board of DirectorsLOGO

 

The undersigned hereby appoints Erich Hellmold and Michael LiCalsi, and each of them acting individually, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of common stock of Gladstone Investment Corporation (the “Company”) which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of the Company to be held via live webcast at www.virtualshareholdermeeting.com/GAIN2021 on Thursday, August 5, 2021, at 11:00 a.m.Eastern Time, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the matters stated on the reverse side and in accordance with the instructions stated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Continued and to be signed on reverse side

GLADSTONE INVESTMENT CORPORATION

1521 WESTBRANCH ROAD, SUITE 100

McLEAN, VA 22102

Proxy Card for Preferred Stockholders

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/GAIN2021

You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D55037-P58451                         KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  GLADSTONE INVESTMENT CORPORATION

For
All		Withhold AllFor All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors to hold office until the 2024 Annual Meeting of Stockholders.

☐☐☐

Nominees:

01)    Terry L. Brubaker

02)    Caren D. Merrick

03)    Walter H. Wilkinson, Jr.

The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain

2.

To ratify our Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2022.

☐

☐

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date        

Signature (Joint Owners)                    

Date        

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

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D55038-P58451

GLADSTONE INVESTMENT CORPORATION

Annual Meeting of Stockholders

August 5, 2021 - 11:00 a.m. Eastern Time

This proxy is solicited by the Board of Directors

 

The undersigned hereby appoints Erich Hellmold and Michael LiCalsi and each of them acting individually, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of preferred stock of Gladstone Investment Corporation (the “Company”) which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of the Company to be held via live webcast at www.virtualshareholdermeeting.com/GAIN2021 on Thursday, August 5, 2021, at 11:00 a.m.Eastern Time, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the matters stated on the reverse side and in accordance with the instructions stated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

General Counsel and Secretary

Continued and to be signed on reverse sideSeptember [●], 2023

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