GARRISON CAPITAL INC.
1290 Avenue of the Americas, Suite 914
New York, NY 10104
(212) 372-9590
 
PROXY STATEMENT
For
Special2019 Annual Meeting of Stockholders
To Be Held on August 14, 2018May 1, 2019

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the CompanyGarrison Capital Inc. (the “Company,” “we,” “us” or “our”) for use at a Specialour 2019 Annual Meeting of Stockholders (the “Special“Annual Meeting”) to be held on Tuesday, August 14, 2018Wednesday, May 1, 2019 at 10:00 a.m., Eastern Time, at the offices of Garrison Investment Group LP (“Garrison Investment Group”), located at 1290 Avenue of the Americas, Suite 914, New York, New York, and at any postponements or adjournments thereof. This Proxy Statement isand the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) are being sentprovided to stockholders (“Stockholders”) of the Company of record as of July 3, 2018March 6, 2019 (the “Record Date”) via the Internet on or about July [•], 2018.  March 20, 2019. In addition, a Notice of Annual Meeting and a Notice of Internet Availability of Proxy Materials are being sent to Stockholders of record as of the Record Date.

Please followStockholders may provide their voting instructions through the votingInternet, by telephone or by mail by following the instructions on the enclosed proxy card and vote via theNotice of Internet or telephone or by signing, dating and returning the proxy card in the postage-paid envelope provided. Voting via the Internet or telephone requiresAvailability of Proxy Materials. These options require Stockholders to input the control number, which is provided with the enclosed proxy card.Notice of Internet Availability of Proxy Materials. If you vote using the Internet, after visiting www.proxyvote.com and inputting your control number, you will be prompted to provide your voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders that vote via the Internet, in addition to confirming their voting instructions prior to submission, will, upon request, receive an e-mail confirming their instructions.

If a Stockholder wishes to participate in the SpecialAnnual Meeting but does not wish to give a proxy by the Internet, the Stockholder may (1) attend the SpecialAnnual Meeting in person or (2) request and submit a proxy card or (3) vote by telephone by following the instructions on the enclosed proxy card.Notice of Internet Availability of Proxy Materials.

Any proxy authorized pursuant to this solicitation may be revoked by the person giving the proxy at any time before it is exercised (1) by submitting new voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the SpecialAnnual Meeting, (2) by attending the SpecialAnnual Meeting and voting in person or (3) by a notice, provided in writing and signed by the Stockholder, delivered to the Company’s Secretary on any business day before the date of the SpecialAnnual Meeting.

Purpose of the SpecialAnnual Meeting

At the SpecialAnnual Meeting, Stockholders of the Companyyou will be asked to vote on the following proposal (the “Proposal”): to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), to the Company.proposals:

If the Proposal is approved by Stockholders, the Company and Garrison Capital Advisers LLC (the “Investment Adviser”) intend to reduce the base management fee payable under the fourth amended and restated investment advisory agreement between the Company and Garrison Capital Advisers (the “Investment Advisory Agreement”) from (a) an annual rate of 1.50% of the Company’s average gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, at the end of each of the two most recently completed calendar quarters to (b) an annual rate of 1.50% of the Company’s average gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, at the end of each of the two most recently completed calendar quarters; provided, however, the base management fee will be calculated at an annual rate of 1.00% of the average value of the Company’s gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, that exceeds the product of (i) 200% and (ii) the Company’s average net assets at the end of each of the two most recently completed calendar quarters.

Voting Securities

You may vote your shares at the SpecialAnnual Meeting only if you were a Stockholder of record at the close of business on the Record Date. There were 16,049,352 shares of the Company’s common stock (the “Common Stock”) outstanding on the Record Date. Each share of Common Stock is entitled to one vote.

Quorum Required

A quorum must be present at the SpecialAnnual Meeting for any business to be conducted. The presence at the SpecialAnnual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding on the Record Date will constitute a quorum. If there are not enough votes present for a quorum, the chairman of the SpecialAnnual Meeting will have the power to adjourn the SpecialAnnual Meeting to permit the further solicitation of proxies.

Abstentions. Abstentions will be treated as shares present for purposes of determining whether a quorum is present.

Broker Non-Votes. Shares held by a broker or other nominee for which the nominee has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares on non-routine proposals (which are considered “broker non-votes” with respect to such proposals) will notbe treated as shares present for purposes of determining whether a quorum is present.

Votes Required

Election of Directors

The Proposalelection of a director requires the affirmative vote of a majority of the votes cast at the SpecialAnnual Meeting in person or by proxy. Stockholders may not cumulate their votes.

Abstentions. With respect to approval of the Proposal 1, abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on the Proposal.election of directors.

Broker Non-Votes. The Proposal 1 is a non-routine matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee will not be permitted to exercise voting discretion with respect to Proposal 1 at the Special Meeting and the shares will not be treated as present for quorum purposes.Annual Meeting. Therefore, if you do not vote and you do not give your broker or other nominee specific instructions on how to vote for you, then your broker cannot vote with respect to Proposal 1.

Ratification of Independent Registered Public Accounting Firm

The ratification of the appointment of RSM to serve as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy.

Abstentions. With respect to approval of Proposal and the shares2, abstentions will not be treatedincluded in determining the number of votes cast and, as presenta result, will have no effect on the ratification of the appointment of RSM to serve as the Company’s independent registered public accounting firm.

Broker Non-Votes. Proposal 2 is a routine matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee will be permitted to exercise voting discretion with respect to Proposal 2 at the Annual Meeting. Therefore, if you beneficially own your shares and you do not provide your broker or nominee with voting instructions, then your broker, bank or other nominee will be able to vote your shares for quorum purposes.  you on Proposal 2.

Adjournment and Additional Solicitation

If there appears not to be enough votes to approve the Proposalproposals at the SpecialAnnual Meeting, the chairman of the SpecialAnnual Meeting will have the power to adjourn the SpecialAnnual Meeting to permit the further solicitation of proxies.

A Stockholder vote may be taken on Proposal 1 or Proposal 2 prior to any such adjournment if there are sufficient votes for approval of such proposal.

Appraisal Rights

Stockholders who vote against the Proposaleither proposal will not have appraisal or other similar rights.rights with respect to such proposal.

2

Information Regarding This Solicitation

The Company will bear the expense of the solicitation of proxies for the SpecialAnnual Meeting, including the cost of mailingpreparing and posting this Proxy Statement and the accompanyingAnnual Report to the Internet and the cost of mailing the Notice of Annual Meeting, the Notice of Internet Availability of Proxy Materials and any requested proxy card.materials to Stockholders. The Company intends to use the services of Broadridge Financial Solutions, Inc., a leading provider of investor communications solutions, to aid in the distribution and collection of proxy votes. The Company expects to pay market rates for such services. The Company reimburses brokers, trustees, fiduciaries and other institutions for their reasonable expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies.

In addition to the solicitation of proxies by use of the Internet, proxies may be solicited in person and/or by telephone, mail or facsimile transmission by directors or officers of the Company, officers or employees of Garrison Capital Advisers LLC, the Company’s investment adviser (“Garrison Capital Advisers”), Garrison Capital Administrator LLC, the Company’s administrator (“Garrison Capital Administrator”), and/or by a retained solicitor. No additional compensation will be paid to such directors, officers or regular employees for such services. If the Company retains a solicitor, the Company has estimated that it would pay approximately $10,000 for such services. If the Company engages a solicitor, you could be contacted by telephone on behalf of the Company and urged to vote. The solicitor will not attempt to influence how you vote your shares but will ask that you take the time to cast a vote. You may also be asked if you would like to vote over the telephone and to have your vote transmitted to the Company’sour proxy tabulation firm.

Security Ownership of Certain Beneficial Owners and Management

As of the Record Date, to the Company’sour knowledge, there are no persons who would be deemed to “control” the Company,us, as such term is defined in the Investment Company Act of 1940, Act.as amended (the “1940 Act”).

The following table sets forth, as of the Record Date, certain ownership information with respect to theour Common Stock for those persons who directly or indirectly own, control or hold with the power to vote, five percent or more of the Company’sour outstanding Common Stock and all officers and directors, individually and as a group.

____________________

3

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s directors and other executive officers and any persons holding more than 10% of its Common Stock are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report in this Proxy Statement any failure to file such reports by those due dates. Based on a review of Forms 3, 4 and 5 filed by directors, other executive officers and any person holding more than 10% of the Common Stock and other information provided to the Company, the Company believes that during the year ended December 31, 2018, no such person failed to file such reports by their specific due dates.

Dollar Range of Equity Securities Beneficially Owned by Directors

The following table sets forth the dollar range of the Company’sour equity securities beneficially owned by each directorof our directors as of the Record Date. The Company isWe are not part of a “family of investment companies,” as that term is defined in Schedule 14A.

___________

4

PROPOSAL — APPROVAL1: ELECTION OF APPLICATION OF REDUCED ASSET COVERAGE REQUIREMENTS TO THE COMPANYDIRECTORS

TheIn accordance with the Company’s bylaws, the Board currently has five members. Two of these members are interested directors and three are independent directors. An interested director is an “interested person” of the Company, is a closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains asset coverage requirements which limit the ability of BDCs to incur leverage, and a BDC is generally only allowed to borrow amounts by issuing debt securities or preferred stock (collectively referred to as “senior securities”) if its asset coverage, as defined in the 1940 Act, equalsand independent directors are all other directors (the “Independent Directors”). Messrs. Cecil Martin, Joseph Morea and Matthew Westwood qualify as Independent Directors.

Directors are divided into three classes and are elected for staggered terms, with a term of office of one of the three classes of directors expiring each year. After this election, the terms of Class I, II and III will expire in 2022, 2020 and 2021, respectively. Each director will hold office for the term to which he is elected or until his successor is duly elected and qualifies.

A Stockholder can vote for or against, or abstain from voting with respect to, any nominee. In the absence of instructions to the contrary, it is the intention of Joseph Tansey and Brian Chase, the persons named as proxies, to vote such proxy FOR the election of each nominee named below. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board as a replacement. The Board has no reason to believe that either Mr. Tansey or Mr. Martin will be unable or unwilling to serve.

If either nominee is not elected by the Stockholders at the Annual Meeting, in accordance with the Company’s Certificate of Incorporation, such nominee will continue to serve as a director until his successor is elected and qualifies or until his earlier resignation, removal from office, death or incapacity.

THE BOARD, INCLUDING EACH OF ITS INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

Information about the Nominees and Directors

Certain information with respect to the Class I nominees for election at the Annual Meeting, as well as each of the other directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of the Company. Each of the nominees for Class I director currently serves as a director of the Company.

Messrs. Tansey and Martin have each been nominated for election as a Class I director for a term expiring at the 2022 annual meeting of stockholders. Messrs. Tansey and Martin are not being proposed for election pursuant to any agreement or understanding between either Mr. Tansey or Mr. Martin and the Company.

Nominees for Class I Directors

Class II Director (continuing director not up for re-election at the Annual Meeting)

Class III Directors (continuing directors not up for re-election at the Annual Meeting)

Corporate Governance

We believe that maintaining the highest standards of corporate governance is a crucial part of our business, and we are committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations.

Director Independence

The Nasdaq Global Select Market (“Nasdaq”) corporate governance requirements require listed companies to have a board of directors with at least 200% aftera majority of Independent Directors. Under Nasdaq corporate governance requirements, in order for a director to be deemed independent, the Board must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his responsibilities. On an annual basis, each of our directors is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under Nasdaq corporate governance requirements, the 1940 Act and our corporate governance guidelines. The Board has determined that each of Messrs. Martin, Morea and Westwood is independent under the Nasdaq corporate governance requirements and the 1940 Act. Our corporate governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may cause his status as an Independent Director to change. The Board limits membership on the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Valuation Committee to Independent Directors.

The Board’s Oversight Role in Management

The Board’s role in management of the Company is one of oversight. Oversight of the Company’s investment activities extends to oversight of the risk management processes employed by Garrison Capital Advisers as part of its day-to-day management of our investment activities. The Board reviews risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of Garrison Capital Advisers as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company’s investments.

The Board’s Composition and Leadership Structure

The 1940 Act and Nasdaq corporate governance requirements require that at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company. Currently, three of the Company’s five directors are Independent Directors (and are not “interested persons”). Joseph Tansey, President of Garrison Investment Group, Chairman of the Board and our Chief Executive Officer is an interested person of the Company. The Board believes that it is in the best interests of our investors for Mr. Tansey to lead the Board because of his familiarity with our portfolio companies, his broad experience with the day-to-day management and operation of other investment funds and his significant background in the financial services industry, as described below.

The Board does not have a lead Independent Director. However, Mr. Martin, the Chairman of the Audit Committee, Mr. Morea, the Chairman of the Nominating and Corporate Governance Committee, and Mr. Westwood, the Chairman of the Valuation Committee, are Independent Directors and act as liaisons between the Independent Directors and management between meetings of the Board. The Board believes that its leadership structure is appropriate because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its small size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between Garrison Capital Advisers and the Board.

Information About Each Director’s Experience, Qualifications, Attributes or Skills

Below is additional information about each director (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that each director possesses and which the Board believes has prepared each director to be an effective member of the Board. The Board believes that the significance of each director’s experience, qualifications, attributes and/or skills is an individual matter (meaning that experience or a factor that is important for one director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single director, or particular factor, being indicative of Board effectiveness. However, the Board believes that directors need to have the ability to review, evaluate, question and discuss critical information provided to them and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a director’s professional experience, education and/or other personal experiences. The Company’s counsel has significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

Experience, Qualifications, Attributes and/or Skills that Led to the Board’s Conclusion that such borrowing.Members Should Serve as Directors of the Company

The Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Company and protecting the interests of the Stockholders. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.

Brian Chase has served as our Chief Operating Officer since March 2019 and as a director since 2011 and is a member of our investment committee. Previously he served as our Chief Financial Officer and Treasurer from 2011 to March 2019.  He joined Garrison Investment Group at its formation in March 2007 and currently serves as its chief operating officer and chief financial officer with responsibility for structuring of funds, financing, operations, tax, accounting and general administration. Prior to joining Garrison Investment Group, from 2005 until March 2007, Mr. Chase was chief financial officer of the Distressed Securities business at The Blackstone Group, where he was responsible for building and overseeing the fund infrastructure and operations. From 2002 until 2005, Mr. Chase was a controller for Fortress Investment Group LLC where he helped develop and oversee the fund’s accounting, tax, financing and operations. Prior to joining Fortress Investment Group, Mr. Chase worked at UBS Alternative Investment Group, a manager of equity and distressed hedge funds, and in the Capital Markets Group at PricewaterhouseCoopers LLP specializing in hedge fund audits. Mr. Chase received a B.S. from the State University of New York at Binghamton and is a Certified Public Accountant (inactive). Mr. Chase’s experiences with Garrison Investment Group and several other investment groups and his focus on the middle market led our Nominating and Corporate Governance Committee to conclude that Mr. Chase is qualified to serve as a director.

Independent Directors

Joseph Morea has served as a director since 2015. Mr. Morea is currently a Principal for Berkeley Realty Ventures, LLC, a position he has held since August 2012. Mr. Morea has also served as a director for Industrial Logistics Properties Trust, a REIT primarily investing in industrial and logistics properties, since January 2018, for Tremont Mortgage Trust, a real estate finance company primarily investing in first mortgage loans secured by middle market and transitional commercial real estate, since June 2017, for RMR Real Estate Income Fund, an investment company primarily investing in common and preferred securities issued by REITs and other real estate companies, since May 2016, for Eagle Growth and Income Opportunities Fund, an investment company of FourWood Capital Advisors, LLC primarily investing in equity and fixed income securities, since April 2015, for TravelCenters of America LLC, a company that operates full-service facilities along highways, since February 2015 and for THL Credit Senior Loan Fund, an investment company of FourWood Capital Advisors, LLC primarily investing in bank loans, since June 2013. Additionally, he served as a director for Equity Commonwealth, a real estate investment trust, from July 2012 to March 2014. Prior to joining Berkeley Realty Ventures, Mr. Morea served as the Vice Chairman and Managing Director of RBC Capital Markets from 2003 through June 2012. In this position, Mr. Morea led the U.S. Equity Capital Markets Division, the U.S. Investment Banking Division and the U.S. Commitment Committee. Earlier in his career, Mr. Morea held positions in equity capital markets at UBS, Inc., PaineWebber, Inc. and Smith Barney, Inc. and was a branch manager at Merrill Lynch Pierce Fenner & Smith, Inc. Mr. Morea received a B.S. from Albany State University and a M.B.A. from The Peter J. Tobin College of Business at St. John’s University. Mr. Morea is also an inactive Certified Public Accountant. Mr. Morea’s extensive knowledge of capital markets and his experience as a director with other investment companies led the Nominating and Corporate Governance Committee to conclude that Mr. Morea is qualified to serve as a director.

Matthew Westwood has served as a director since 2011. Mr. Westwood most recently served as the managing director and principal of Wilshire Associates Incorporated from 1997 to 2010. While at Wilshire Associates Incorporated, Mr. Westwood was also a senior investment professional for Wilshire Private Markets, a global private equity fund of funds. At Wilshire Private Markets, Mr. Westwood focused on private equity partnership investments, co-investments and secondary investments with responsibility for investment strategy, market research, portfolio construction, investment sourcing, due diligence and interfacing with institutional clients and consultants. Prior to joining Wilshire Associates Incorporated, Mr. Westwood worked at Ernst & Young LLP from 1992 to 1996 where he managed audit and consulting engagements for both public and private clients. During his career, Mr. Westwood has served on numerous private equity limited partner advisory boards, including serving as a member of the board of directors of the Pittsburgh Venture Capital Association from July 2004 to June 2006 and as a member of the board of directors of Wilshire Associates Incorporated’s 401k Committee from December 2006 to March 2010. Mr. Westwood received a B.S. from Villanova University and an M.B.A. from the University of Pittsburgh. Mr. Westwood is currently an inactive Certified Public Accountant. Mr. Westwood’s experience at a senior level in the asset management industry and as an accountant led our Nominating and Corporate Governance Committee to conclude that Mr. Westwood is qualified to serve as a director.

Committees of the Board

The Board has established an Audit Committee, Nominating and Corporate Governance Committee, Valuation Committee and Compensation Committee. For the fiscal year ended December 31, 2018, the Board held eight meetings, the Valuation Committee held eight meetings, the Audit Committee held four meetings, the Nominating and Corporate Governance Committee held two meetings and the Compensation Committee held one meeting. During the fiscal year ended December 31, 2018, all directors attended 75% or more of the aggregate number of meetings of the Board and all committees of the Board on which they served. The Company requires each director to make a diligent effort to attend all Board and committee meetings and encourages directors to attend the Annual Meeting. Each of our five directors attended the 2018 annual meeting of stockholders.

Audit Committee

The members of the Audit Committee are Messrs. Martin, Morea and Westwood, each of whom is independent for purposes of the 1940 Act “asset coverage” meansand the ratioNasdaq corporate governance requirements. Mr. Martin serves as Chairman of (1) the total assetsAudit Committee. The Audit Committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of a BDC, lessthe audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants, reviewing the adequacy of our internal accounting controls, reviewing and discussing with management and the independent accountants our financial statements prior to the filings of our annual and quarterly reports and reviewing and approving all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such preferred stock)related party transactions. The CompanyBoard has received exemptive relief fromdetermined that Mr. Martin is an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K. In addition, each member of our Audit Committee meets the SEC to exclude from its asset coverage ratiocurrent independence and experience requirements of Rule 10A-3 under the debentures of any small business investment company (“SBIC”) subsidiary.  Exchange Act. The Audit Committee has adopted a written charter that is available on our website at www.garrisoncapitalbdc.com.

On March 23, 2018,Nominating and Corporate Governance Committee

The members of the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended Section 61(a)Nominating and Corporate Governance Committee are Messrs. Martin, Morea and Westwood, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance requirements. Mr. Morea serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by our Stockholders, selecting nominees to addfill vacancies on the Board or a new Section 61(a)(2) that reducescommittee of the asset coverage requirements applicable to BDCs from 200% to 150%, which permits a BDC to increase the maximum amount of leverage that it is permitted to incur, so long as the BDC meets certain disclosure requirementsBoard, developing and obtains certain approvals. Under these modified asset coverage requirements, a BDC will be able to incur additional leverage, as the asset coverage requirements for senior securities (leverage) applicablerecommending to the Company pursuantBoard a set of corporate governance principles and overseeing the evaluation of the Board and our management. The Nominating and Corporate Governance Committee has adopted a written charter that is available on our website at www.garrisoncapitalbdc.com.

The Nominating and Corporate Governance Committee will consider nominees to Sections 18the Board recommended by a Stockholder if such Stockholder complies with the advance notice provisions of our bylaws. Our bylaws provide that a Stockholder who wishes to nominate a person for election as a director at a meeting of Stockholders must deliver written notice to Garrison Capital Inc., c/o Matthew Lambert, Secretary, 1290 Avenue of the Americas, Suite 914, New York, New York 10104. This notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and 61certain other information set forth in the bylaws, including the following information for each director nominee: full name, age, business address and residence address; principal occupation or employment during the past five years; directorships on publicly held companies and investment companies during the past five years; number of shares of our Common Stock owned, if any; and a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the Stockholders. In order to be eligible to be a nominee for election as a director by a Stockholder, such potential nominee must deliver to our Secretary a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on the Board and would be in compliance with all of our publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board include compliance with the independence and other applicable requirements of the Nasdaq corporate governance requirements, the 1940 Act will be reducedand the SEC, and all other applicable laws, rules, regulations and listing standards, the criteria, policies and principles set forth in the Nominating and Corporate Governance Committee charter and the ability to 150% (equivalentcontribute to a 66-2/3% debt-to-total capital ratio) from 200% (equivalent to a 50% debt-to-total capital ratio). Effectivenessthe effective management of the reduced asset coverage requirement to a BDC requires approval by either (1) a “required majority,” as defined in Section 57(o)Company, taking into account the needs of the 1940 Act, ofCompany and such BDC’s board of directors with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of such BDC’s stockholders at which a quorum is present, which can be effective as soonfactors as the day after such stockholder approval.  

Atindividual’s experience, perspective, skills and knowledge of the industry in which the Company operates. The Nominating and Corporate Governance Committee has not adopted a meetingformal policy with regard to the consideration of diversity in identifying individuals for election as members of the Board, held on March 28, 2018,but the Board, including a “required majority” of the Company’s directors,Nominating and Corporate Governance Committee will consider such factors as defined in Section 57(o) of the 1940 Act, approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act as beingit may deem are in the best interests of the Company and Stockholders,its Stockholders. Such factors may include the individual’s professional experience, education, skills and other individual qualities or attributes, including gender, race or national origin.

Valuation Committee

The members of our Valuation Committee are Messrs. Martin, Morea and Westwood, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance requirements. Mr. Westwood serves as Chairman of the Valuation Committee. The Valuation Committee is responsible for making recommendations to the Board in accordance with the valuation policies and procedures adopted by the Board (the “Valuation Policies”), reviewing valuations and any reports of independent valuation firms, confirming valuations are made in accordance with the Valuation Policies and reporting any deficiencies or violations of such valuation procedures to the Board on at least a quarterly basis and reviewing such other matters as the Board or the Valuation Committee shall deem appropriate. The Valuation Committee uses the services of one or more independent valuation firms to help them determine the fair value of securities. The Valuation Committee has adopted a written charter that is available on our website at www.garrisoncapitalbdc.com.

Compensation Committee

The members of our Compensation Committee are Messrs. Martin, Morea and Westwood, each of whom is independent for purposes of the 1940 Act and the Nasdaq corporate governance requirements. The Compensation Committee is responsible for determining, or recommending to the Board for determination, the compensation, if any, of our chief executive officer and all other executive officers of the Company. Currently none of the Company’s executive officers is compensated by the Company and, as a result, the Compensation Committee does not produce and/or review a report on executive compensation practices. The Compensation Committee has the authority to engage compensation consultants following consideration of certain factors related to such consultants’ independence. The Compensation Committee has adopted a written charter that is available on our website at www.garrisoncapitalbdc.com.

Compensation Committee Interlocks and subject to certain additional disclosure requirementsInsider Participation

Messrs. Martin, Morea and Westwood served as members of the Compensation Committee during the year ended December 31, 2018. None of the relationships described below and provided such approval is not later rescinded, the reduced asset coverage requirements will applyin Item 407(e)(4)(iii) of Regulation S-K existed with respect to the Company effective as of March 28, 2019 (unless earlier approved atduring the Special Meeting).year ended December 31, 2018.

In addition,

Communication with the Board has determined that it is advisable and in the best interest of the Company and Stockholders that the reduced asset coverage requirements for senior securities in Section 61(a)(2) of the 1940 Act apply to the Company as soon as practicable. Therefore, the Board has decided to hold the Special Meeting to seek approval from Stockholders of the Proposal in an effort to accelerate the effectiveness of the reduced asset coverage requirements. If the Proposal is approved by Stockholders at the Special Meeting, the asset coverage required for the Company’s senior securities will be 150% rather than 200% commencing on the first day after such approval. If the Proposal is not approved by Stockholders, the Company currently intends to continue to operate within the 200% asset coverage requirements in accordance with its current investment strategy until March 28, 2019.

Recommendation and RationaleStockholders with questions about the Company are encouraged to contact the Company by writing to Investor Relations Department, Garrison Capital Inc., 1290 Avenue of the Americas, Suite 914, New York, New York 10104, by calling us collect at (212) 372-9590 or by visiting our website at www.garrisoncapitalbdc.com. However, if Stockholders believe that their questions have not been addressed, they may communicate with the Board by sending their communications to Garrison Capital Inc., c/o Matthew Lambert, Secretary, 1290 Avenue of the Americas, Suite 914, New York, New York 10104. All Stockholder communications received in this manner will be delivered to one or more members of the Board.

The Board unanimously recommends that Stockholders vote in favor ofInformation about the Proposal and the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company. In reaching its decision to recommend the Proposal, the Board, including all of the independent directors, considered the following factors related to the Proposal:Officers who are not Directors

Set forth below is certain information regarding our officers who are not directors.

5

Investment strategy and focus on first lien senior secured loans

The Board noted that the Company primarily invests in first lien senior secured loans. As of March 31, 2018 and December 31, 2017, 97.2% and 98.2%, respectively, of the Company’s portfolio at fair value consisted of first lien senior secured loans. The Board observed that a portfolio primarily comprised of senior debt investments would be well-positioned to incur additional leverage and that because of the Company’s exemptive relief with respect to SBIC debentures, as of March 31, 2018, the Company’s asset coverage was 178% as computed under generally accepted accounting principles as compared to 204% as computed under the 1940 Act.

Flexibility to manage the Company’s capital to seek to take advantage of attractive investment opportunities  

The Company believes that attractive investment opportunities can arise throughout credit and economic cycles and that it intends to deploy capital with a focus on long-term results. However, neither the Company nor Garrison Capital Advisers can predict when attractive opportunities may arise and such opportunities may arise at a time when (i) it may be disadvantageous, (ii) the Company is unable to raise additional equity due to the 1940 Act limitations on the issuance of Common Stock at prices below net asset value per share absent stockholder approval (which the Company does not currently have) or (iii) market conditions are not attractive for raising equity capital. The Board noted that if the Company is not able to (or chooses not to) access additional capital when attractive investment opportunities arise, its ability to continue to pay regular distributions to Stockholders could be adversely affected. Based on the Company’s balance sheet as of March 31, 2018, reducing the asset coverage requirements applicable to the Company to 150% would permit the Company to borrow up to approximately $185.2 million in additional capital. The ability to access this additional capital would provide enhanced flexibility to take advantage of attractive investment opportunities as they arise. The Board discussed various types of debt financing and noted that debt securitizations, were they to continue to be used by the Company, can provide advantages over other types of financing structures, such as a lower borrowing cost and a longer period during which the Company’s collateralized loan obligation subsidiary can continue to use principal proceeds from existing loans to purchase new loans. Furthermore, the Board discussed that there could be no assurance that the Company would be able to obtain additional leverage from lenders on favorable terms, or at all.  

In addition, the Board noted that any increase in total assets available for investment would increase the assets available for investment in assets that are “non-qualifying assets” for purposes of Section 55 of the 1940 Act, thereby further increasing the likelihood that the Company could take advantage of attractive investment opportunities.  

Potential impact on net investment income, return to Stockholders and net asset value

The Board considered the impact of additional leverage on the Company’s net investment income, noting that additional leverage could increase net investment income. Management finally noted that additional leverage would magnify increases in the Company’s income, if any, which could cause the Company’s net investment income to exceed the quarterly hurdle rate for the incentive fee the Company pays to Garrison Capital Advisers with comparatively lower absolute returns on the Company’s investments but that the cap and deferral mechanism would provide some protection against incentive fees being paid where the Company’s net assets decline.  The Board also discussed that additional leverage could cause the Company’s net investment income to decline more sharply if the Company’s portfolio had more non-performing assets than it otherwise would have if the Company did not employ such additional leverage, for example, if spreads were to narrow or interest rates on the Company’s borrowings increased. In addition, any additional leverage incurred by the Company would increase its expenses, including interest expense or dividends and potential fees and costs related to entering into new debt securitizations or credit facilities. Increased expenses when combined with any decrease in the Company’s income would cause net income to decline more sharply than it would have had the Company not incurred additional leverage, which could negatively affect the Company’s ability to make Common Stock distributions or debt payments.  

6

The following table is intended to assist stockholders in understanding the effect of leverage on returns from an investment in the Common Stock assuming that the Company employs leverage such that its asset coverage equals (1) the Company’s actual asset coverage as of March 31, 2018 (204%), (2) 200% (excluding the Company’s SBIC debentures as permitted by the Company’s exemptive relief) and (3) 150% at various annual returns, net of expenses, as of March 31, 2018. The assumed returns on the Company’s portfolio are required by regulation to assist investors in understanding the effects of leverage and is not a prediction of, and does not represent, the Company’s projected or actual performance. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

___________

BasedMatthew Lambert has served as our Chief Compliance Officer and Secretary since October 2018. Mr. Lambert has served as General Counsel of Garrison Investment Group since March 2018 and Chief Compliance Officer of Garrison Investment Group since August 2018. Mr. Lambert joined Garrison Investment Group in January 2011 and previously held the roles of Director and Associate General Counsel, where he had oversight and worked on all legal and compliance matters.  From 2008 to 2010, Mr. Lambert was an associate at Goldberg Weprin LLP, specializing in real estate finance, real estate acquisitions, restructuring and bankruptcy transactions. From 2005 to 2008, Mr. Lambert was an associate at Thacher Proffitt & Wood LLP, specializing in structured finance, capital markets and securitization transactions. Mr. Lambert received a J.D. from St. Johns University School of Law and a B.A. from Colgate University.  He is licensed to practice in the State of New York.

Daniel Hahn has served as our Chief Financial Officer and Treasurer since March 2019 and is a member of our investment committee. Previously he served as our Controller from May 2017 to March 2019 and our Assistant Treasurer from May 2018 to March 2019.  He joined Garrison Investment Group, our affiliate, in March 2015 and currently serves as a Managing Director with responsibility for the financing, accounting, operations and reporting of the Corporate Credit business. Prior to joining Garrison Investment Group, from June 2013 to March 2015, Mr. Hahn was a Director of Finance at The Blackstone Group, where he was responsible for building and overseeing the fund infrastructure and operations of Blackstone Mortgage Trust, Inc., a publicly-traded mortgage REIT. From January 2010 to June 2013, Mr. Hahn was an Assistant Vice President at Barclays Capital where he worked in the structured capital markets finance group. Prior to joining Barclays Capital, Mr. Hahn worked at PricewaterhouseCoopers LLP where he provided audit and advisory services to financial services clients. Mr. Hahn received a B.S. and a B.A. from the State University of New York at Buffalo and is a CFA charterholder.

Code of Conduct and Joint Code of Ethics

We expect each of our officers and directors, as well as any person affiliated with our operations, to act in accordance with the highest standards of personal and professional integrity at all times and to comply with the Company’s policies and procedures and all laws, rules and regulations of any applicable international, federal, provincial, state or local government. To this effect, the Company has adopted a Code of Conduct, which applies to the Company’s directors, executive officers, officers and their respective staffs. The Code of Conduct is posted on the Company’s outstanding indebtednesswebsite at www.garrisoncapitalbdc.com and we intend to disclose any material amendments to or waivers of $238.7 millionrequired provisions of the Code of Conduct on a current report on Form 8-K or on our website.

We and Garrison Capital Advisers have adopted and maintain a Joint Code of Ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Joint Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the Joint Code of March 31, 2018Ethics’ requirements. You may read and an average costcopy the Joint Code of fundsEthics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of 4.52% asthe Public Reference Room by calling the SEC at (202) 551-8090. In addition, the Joint Code of that date,Ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. You may also obtain copies of the Joint Code of Ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549. The Joint Code of Ethics is posted on the Company’s investment portfolio must experience an annual return ofwebsite at least 2.55% to cover annual interest payments on outstanding debt.  Based on assumed outstanding indebtedness of $245.2 million on an assumed 200% asset coverage ratio and an average cost of funds of 4.52%, the Company’s investment portfolio must experience an annual return of at least 2.56% to cover annual interest payments on the total debt outstanding.  Based on assumed outstanding indebtedness of $423.9 million on an assumed 150% asset coverage ratio and an average cost of funds of 4.52%, the Company’s investment portfolio must experience an annual return of at least 3.10% to cover annual interest payments on the total debt outstanding.  www.garrisoncapitalbdc.com.

Insider Trading Policy

The Board also discussedCompany has adopted an Insider Trading Policy that, among other items, prohibits the potential impact that the incurrencehedging, short-selling and margining of additional leverage may have on(borrowing against) the Company’s net assets. If the fair value of the Company’s assets increases, additional leverage could cause net asset value to increase more rapidly than it otherwise would have if the Company did not employ such additional leverage. Conversely, if the fair value of the Company’s investments were to decrease, then the net asset valuesecurities by all directors, managers, partners, officers and employees of the Company, would decrease more rapidly than it would haveGarrison Capital Advisers or Garrison Investment Group.  In addition, the Insider Trading Policy discourages such persons from making any other transaction in the absenceCompany’s securities that is of a short-term, speculative nature.

Compensation of Directors

The following table shows information regarding the compensation earned by our directors for the fiscal year ended December 31, 2018. No compensation is paid to directors who are “interested persons” of the utilizationCompany.

Our Independent Directors each receive an annual fee of such$75,000. They also receive $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each in-person Board meeting and receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each in-person committee meeting. In addition, the Chairman of each of the Valuation Committee and the Audit Committee receives an annual fee of $10,000 for their additional leverage.

7

Additional flexibilityservices in these capacities and the Chairman of the Nominating and Corporate Governance Committee receives an additional annual fee of $5,000 for his additional services in this capacity. No compensation is paid to make distributions required to maintain the Company’s tax status as a regulated investment company without violating the 1940 Act

The 1940 Act currently prohibitsdirectors who are not independent of the Company from declaring any dividendand Garrison Capital Advisers. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. The Board reviews and determines the compensation of our Independent Directors.

Certain Relationships and Related Party Transactions

We have entered into agreements with Garrison Capital Advisers, in which our senior management and members of our investment committee have ownership and financial interests. Members of our senior management and members of the investment committee also serve as principals of other investment managers affiliated with Garrison Capital Advisers that do and may in the future manage investment funds, accounts or other distributioninvestment vehicles with investment objectives similar to holdersours. In addition, our executive officers and directors and the members of any classGarrison Capital Advisers and members of capital stock,the investment committee serve or may serve as officers, directors or principals of entities that operate in the casesame, or related, line of debt securities,business as we do or Common Stock, in the case of preferred stock, unless its asset coverage with respectinvestment funds, accounts or other investment vehicles managed by our affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to senior securities is at least 200% (other than the Company’s SBIC debentures as permitted by the Company’s exemptive relief). By lowering the asset coverage requirements to 150%, the Company will have additional flexibility, subject to compliance with the covenants under any debt facilities, to pay distributions to Stockholders in order to be eligible for the tax benefits available to a regulatedour investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. This additional flexibility may be helpful in circumstances where the value of the Company’s assets, and thus the Company’s asset coverage, declines, but the level of the Company’s net investment income remains relatively constant and, asobjective. As a result, we may not be given the Company continuesopportunity to have cash available to make any necessary distributions to Stockholders. If the Company were to fail to make required distributions and no longer qualify as a RIC, the Company would become subject to corporate-level U.S. federal income tax.

Impact on fees payableparticipate in certain investments made by the Company to Garrison Capital Advisers

The Company is externallyinvestment funds, accounts or other investment vehicles managed by Garrison Capital Advisers pursuantor its affiliates or by members of the investment committee. However, in order to the Investment Advisory Agreement, and the base management fee payablefulfill its fiduciary duties to each of its clients, Garrison Capital Advisers pursuantintends to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with the written allocation policy of Garrison Investment Advisory Agreement is currently 1.50% of the gross assets of the Company, excluding cashGroup and cash equivalents butits affiliated investment advisers, including assets purchased with borrowed funds. The Board considered that incurring additional leverage will increase the management fee payable to Garrison Capital Advisers, irrespectiveso that we are not disadvantaged in relation to any other client.  

Policies and Procedures for Managing Conflicts

Garrison Capital Advisers and its affiliates have both subjective and objective procedures and policies in place and designed to manage the potential conflicts of interest between Garrison Capital Advisers’ fiduciary obligations to us and the return on the incremental assets but also notedsimilar fiduciary obligations of its affiliates to other clients. For example, such policies and procedures are designed to ensure that sourcing additional investment opportunities to deploy any additional capital will require additional timeare allocated in a fair and effort on the partequitable manner among clients of Garrison Capital Advisers and its affiliates. An investment personnel.  The Board also notedopportunity that ifis suitable for multiple clients of Garrison Capital Advisers and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the Proposallimited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that Garrison Capital Advisers’ or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to us. Not all conflicts of interest can be expected to be resolved in our favor.

Garrison Capital Advisers may manage investment vehicles with similar or overlapping investment strategies with us and has put in place a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities when we are able to invest alongside other accounts managed by Garrison Capital Advisers and its affiliates. When we invest alongside such other accounts as permitted, such investments are made consistent with the written allocation policy of Garrison Investment Group and its affiliated advisers, including Garrison Capital Advisers. Under this allocation policy, a fixed calculation, based on the type of investment, will be applied to determine the amount of each opportunity to be allocated to us. This allocation policy will be periodically approved by Stockholders,Garrison Capital Advisers and reviewed by our Independent Directors. We expect that these determinations will be made similarly for other accounts sponsored or managed by Garrison Capital Advisers and its affiliates. Where we are able to co-invest consistent with the Companyrequirements of the 1940 Act, if sufficient securities or loan amounts are available to satisfy our and each such account’s proposed demand, we expect that the opportunity will be allocated in accordance with Garrison Capital Advisers’ pre-transaction determination. If there is an insufficient amount of an investment opportunity to satisfy us and other accounts sponsored or managed by Garrison Capital Advisers or its affiliates, the allocation policy further provides that allocations among us and such other accounts will generally be made pro rata based on each account’s available capital in the asset class being allocated, up to the amount proposed to be invested by each account. However, we cannot assure you that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. We expect that these determinations will be made similarly for other accounts sponsored or managed by Garrison Investment Group and its affiliates. In situations where co-investment with other accounts managed by Garrison Capital Advisers or its affiliates is not permitted or appropriate, Garrison Investment Group and Garrison Capital Advisers intendwill need to reducedecide which client will proceed with the investment. The allocation policy of Garrison Investment Group and its affiliated investment advisers provides, in such circumstances, for investments to be allocated on a rotational basis to assure that all clients have fair and equitable access to such investment opportunities.

Co-Investment Opportunities

We have in the past and expect in the future to co-invest on a concurrent basis with other affiliates, unless doing so is impermissible with existing regulatory guidance, applicable regulations and our allocation procedures. We, Garrison Investment Group and Garrison Capital Advisers obtained exemptive relief from the SEC on January 12, 2015 to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other accounts managed by Garrison Capital Advisers or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Material Non-Public Information

Our senior management, members of our investment committee and other investment professionals from Garrison Capital Advisers may serve as directors of, or in a similar capacity with, companies in which we invest or in which we are considering making an investment. Through these and other relationships with a company, these individuals may obtain material non-public information that might restrict our ability to buy or sell the securities of such company under the policies of the company or applicable law.

Investment Advisory Agreement

We originally entered into an investment advisory agreement (the “Advisory Agreement”) with Garrison Capital Advisers on October 9, 2012, which Advisory Agreement was most recently amended and restated on August 14, 2018, pursuant to which we pay Garrison Capital Advisers a fee for investment management services consisting of a base management fee payable under the Investment Advisory Agreement (a) fromand an annual rate of 1.50% of the Company’s average gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, at the end of each of the two most recently completed calendar quarters to (b) to an annual rate of 1.50% of the Company's average gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, at the end of each of the two most recently completed calendar quarters; provided, however, the baseincentive fee.

The management fee will be calculated at an annual rate of 1.00% of the average value of the Company’s gross assets, excluding cash or cash equivalents but including assets purchased with borrowed funds, that exceeds the product of (i) 200% and (ii) the Company’s average net assets at the end of each of the two most recently completed calendar quarters.  If the Proposal is not approved by Stockholders, the base management fees will not be reduced as described herein.  

As noted above, additional leverage will magnify any positive returns on the Company’s investment portfolio, which would cause the Company’s income to possibly exceed the hurdle rate on the incentive fee payablepaid to Garrison Capital Advisers are based on the value of our investments, and there may be a conflict of interest when personnel of Garrison Capital Advisers are involved in the valuation process for our portfolio investments in addition to the incentives the incentive fee structure may create for Garrison Capital Advisers to make speculative investments. Garrison Capital Advisers was paid management fees and incentive fees under the Advisory Agreement for the fiscal year ended December 31, 2018 in the amount of $6.1 million and zero, respectively, and for the fiscal year ended December 31, 2017 in the amount of $5.5 million and zero, respectively. The address of Garrison Capital Advisers is 1290 Avenue of the Americas, Suite 914, New York, New York 10104.

Administration Agreement

We have entered into an administration agreement (the “Administration Agreement”) pursuant to which Garrison Capital Administrator furnishes us with office facilities, equipment and clerical, bookkeeping, recordkeeping and other administrative services. Under the Administration Agreement, Garrison Capital Administrator performs, or oversees the performance of, our required administrative services, which include being responsible for the financial records which we are required to maintain and preparing reports to our Stockholders and reports filed with the SEC. Garrison Investment Advisory Agreement at a lower return onGroup is the Company’s investments. Thus, ifsole member of and controls Garrison Capital Administrator. For the fiscal years ended December 31, 2018 and 2017, the Company incurs additional leverage, additional incentive fees may be payablereimbursed Garrison Capital Administrator in the amount of $1.1 million and $1.1 million, respectively, for services provided under the Administration Agreement. The address of Garrison Capital Administrator is 1290 Avenue of the Americas, Suite 914, New York, New York 10104.

License Agreement

We have entered into a license agreement (the “License Agreement”) with Garrison Investment Group pursuant to which Garrison Investment Group has granted us a non-exclusive, royalty-free license to use the name “Garrison.” Under the License Agreement, we have a right to use the Garrison name for so long as Garrison Capital Advisers or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Garrison” name.

Staffing Agreement

Garrison Capital Advisers has entered into a staffing agreement (the “Staffing Agreement”) with Garrison Investment Group. Under the Staffing Agreement, Garrison Investment Group makes available to Garrison Capital Advisers underexperienced investment professionals and access to the senior investment personnel and other resources of Garrison Investment AdvisoryGroup and its affiliates. The Staffing Agreement withoutprovides Garrison Capital Advisers with access to deal flow generated by the professionals of Garrison Investment Group and commits the members of Garrison Capital Advisers’ investment committee to serve in that capacity. Garrison Capital Advisers capitalizes on what we believe to be the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Garrison Investment Group’s investment professionals.

Related Party Transactions Policy

The Audit Committee, in consultation with the Company’s Chief Executive Officer, Chief Compliance Officer and legal counsel, has established a written policy to govern the review of potential related party transactions. The Audit Committee conducts quarterly reviews of any corresponding increasepotential related party transactions and, during these reviews, it also considers any conflicts of interest brought to its attention pursuant to the Company’s Code of Conduct or Joint Code of Ethics. 

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board engaged RSM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 on March 18, 2019. The Board does not know of any direct or indirect financial interest of RSM in the Company. Representative(s) of RSM will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will be available to answer questions.

RSM served as the Company’s performance.independent registered public accounting firm for the fiscal years ended December 31, 2017 and 2018. The Board notedaudit reports of RSM on the Company’s financial statements as of and for the years ended December 31, 2017 and 2018 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The following table sets forth RSM’s fees pertaining to the fiscal years ended December 31, 2017 and 2018, respectively (dollars in thousands):

Audit Fees:  Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided in connection with statutory and regulatory filings.

Audit-Related Fees:  Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees:  Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state and local tax compliance.

All Other Fees:  Other fees include fees billed for products and services, other than the services described above.

Pre-approval Policy

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by RSM. The policy requires that the incentive fee payableAudit Committee pre-approve the audit and permissible non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. All audit, audit-related, tax and other services provided by RSM to the Company during the fiscal year ended December 31, 2018 were approved by the Audit Committee in accordance with such policy. Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OFRSM US LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

Audit Committee Report⁽¹⁾

The following is the report of the Audit Committee of Garrison Capital Inc. (the “Company”) with respect to the Company’s consolidated audited financial statements for the fiscal year ended December 31, 2018 (the “Audited Financial Statements”).

The Audit Committee has reviewed and discussed the Audited Financial Statements with management and RSM US LLP (“RSM”), the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included in its review results of RSM’s examinations, 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 to Garrison Capital Advisers may create an incentive for it to make investments onwith the Securities and Exchange Commission (the “SEC”). The Audit Committee is satisfied that the Company’s behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement, which could result in higher investment losses, particularly during cyclical economic downturns. The Board also discussed that, if additional leverage were incurred, Garrison Capital Advisers would potentially be able to earn an incentive fee with a lower riskinternal control system is adequate and lower yielding portfolio, which could mitigate this risk.

8

The following table is intended to assist stockholders in understanding the estimated annual expenses that an investor in the Common Stock would bear, directly or indirectly, assuming that the Company employs leverage such that its asset coverage equals (1)appropriate accounting and auditing procedures.

The Audit Committee also has discussed with RSM matters relating to RSM’s judgments about the Company’s actual asset coveragequality, as of March 31, 2018 (204%), (2)  200% (excludingwell as the Company’s SBIC debentures as permitted by the Company’s exemptive relief) and (3)  150% as of March 31, 2018. The Company cautions that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representationacceptability, of the Company’s future expenses. Actual expenses may be greater or less than shown. Except whereaccounting principles as applied in its financial reporting as required by Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the context suggests otherwise, stockholders will indirectly bear theseAudit Committee has discussed with RSM their independence from management and the Company, as well as the matters in the written disclosures received from RSM and required by Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committee Concerning Independence). The Audit Committee received a letter from RSM confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with RSM the Company’s critical accounting policies and practices, internal controls, other material written communications to management and the scope of RSM’s audit and all fees paid to RSM during the fiscal year. The Audit Committee adopted guidelines requiring review and expenses.pre-approval by the Audit Committee of audit and audit-related services performed by RSM for the Company. The Audit Committee has reviewed and considered the compatibility of RSM’s performance of audit-related services with the maintenance of RSM’s independence as the Company’s 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 (and the Board of Directors approved) that the Board of Directors approve the Audited Financial Statements and recommended to the Board of Directors that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Examples

February 26, 2019
 
The following examples demonstrate the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in the Common Stock, assuming (1) actual asset coverage as of March 31, 2018 (204%), (2) hypothetical asset coverage of 200% and (3) hypothetical asset coverage of 150%.  In calculating the following expenses, the Company has assumed that its annual operating expenses remain at the levels set forth in the table above for the respective asset coverage ratio, except for the incentive fee on income payable under the Investment Advisory Agreement.  Audit Committee
 
Cecil Martin, Chairman
Joseph Morea
Matthew Westwood

9

___________

10

The example above should not be considered a representation of the Company’s future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

While the examples assume, as required by the SEC, a 5% annual return, the Company’s performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the examples. The examples assume reinvestment of all dividends and other distributions at net asset value. Participants in the Company’s dividend reinvestment plan will receive a number of shares of the Common Stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of the Common Stock at the close of trading on the valuation date for the distribution.  

Other Considerations

The Board also noted that holders of any senior securities, including any additional senior securities that the Company may be able to issue as a result of the reduced asset coverage requirements, will have fixed-dollar claims on the Company’s assets that are superior to the claims of Stockholders. In the case of a liquidation event, holders of these senior securities would receive proceeds to the extent of their fixed claims before any distributions are made to Stockholders, and the issuance of additional senior securities may result in fewer proceeds remaining for distribution to Stockholders if the assets purchased with the capital raised from the issuance of such senior securities decline in value.

The Board also discussed the additional disclosures required upon the modification of the asset coverage requirements. Such additional disclosure includes a requirement to disclose the approval of the 150% asset coverage requirements in a filing with the SEC within five business days of such approval. Following such approval, the Company will be required to include in its quarterly reports on Form 10-Q and annual reports on Form 10-K the principal amount or liquidation preference of its senior securities and its asset coverage ratio as of the date of the most recent financial statements, the fact that the 150% asset coverage had been approved by the Company and the effective date of such approval along with the principal risk factors associated with the Company’s senior securities. The Board noted that such disclosure requirements were not anticipated to be burdensome to the Company.

Based on its consideration of each of the above factors and such other information as the Board deemed relevant, the Board concluded that the Proposal is in the best interests of the Company and Stockholders and recommended that Stockholders approve the Proposal.

The Board unanimously recommends a vote “FOR” the approval of the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company.

11

OTHER BUSINESS

The Board knows of no other matter that is likely to come before the SpecialAnnual Meeting or that may properly come before the SpecialAnnual Meeting, apart from the consideration of an adjournment or postponement.

If there appears not to be enough votes for a quorum or to approve the Proposal,proposals at the Annual Meeting, then either the presiding officer of the SpecialAnnual Meeting or the Stockholders who are represented in person or by proxy may vote to adjourn the SpecialAnnual Meeting to permit the further solicitation of proxies. The person(s) named as proxies will vote proxies held by them, unless marked to be voted against the Proposalany proposal for which an adjournment is sought, for such adjournment.

ANNUAL AND QUARTERLY REPORTS

Copies of the Company’sour annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are available, without charge, on the Company’sour website at www.garrisoncapitalbdc.com or upon request by writing to the Companyus or by calling us collect at (212) 372-9590. Please direct your written request to Garrison Capital Inc., c/o Kaitlin Betancourt,Matthew Lambert, Secretary, 1290 Avenue of the Americas, Suite 914, New York, New York 10104. Copies of such reports are also posted and are available without charge on the SEC’s website at www.sec.gov.www.sec.gov.

DELIVERY OF PROXY MATERIALS

Please note that only one copy of the Proxy Statement, the Annual Report or Notice of Internet Availability of Proxy Materials may be delivered to two or more Stockholders who share an address unless the Companywe have received contrary instructions from one or more of the Stockholders. The CompanyWe will deliver promptly, upon request, a separate copy of any of these documents to Stockholders at a shared address to which a single copy of such document(s) was delivered. Stockholders who wish to receive a separate copy of any of these documents, or to receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by writing to the Companyus or by calling us collect at (212) 372-9590. Please direct your written requests to Garrison Capital Inc., c/o Kaitlin Betancourt,Matthew Lambert, Secretary, 1290 Avenue of the Americas, Suite 914, New York, New York 10104.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company expects that the 20192020 annual meeting of Stockholders will be held in May 2019,2020, but the exact date, time and location of such meeting have yet to be determined. A StockholderProposals to be included in our proxy statement for the 2020 annual meeting of Stockholders must be submitted by eligible Stockholders who intends to presenthave complied with the relevant regulations of the SEC and received no later than November 21, 2019.

In addition, the Company’s bylaws contain an advance notice provision requiring that, if a Stockholder’s proposal, at the 2019 annual meeting, including nomination of a director, is to brought before the next annual meeting of the Stockholder, such Stockholder must submit the proposalprovide timely notice thereof in writing addressed to Garrison Capital Inc., c/o Kaitlin Betancourt,Matthew Lambert, Secretary, 1290 Avenue of the Americas, Suite 914, New York, New York 10104. Notices of intention to present proposals, including nomination of a director, at the 20192020 annual meeting must be received by the Company between November 20, 201821, 2019 and 5:00 p.m., Eastern Time, on December 20, 2018.21, 2019. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the 20192020 annual meeting unless certain securities law requirements are met. The Company reserves the right to reject, rule out of order or to take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

The Company’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Company’s Audit Committee. Complaints may be submitted on an anonymous basis.

The Chief Compliance Officer may be contacted at:

Garrison Capital Inc.
Attn: Chief Compliance Officer
1290 Avenue of the Americas, Suite 914
New York, New York 10104

12

The Audit Committee Members may be contacted at:

Garrison Capital Inc.
Attn: Chairman of Audit Committee
Email: GARS@openboard.info
Website: http://www.openboard.info/GARS/
Phone: 1-866-899-9218

You are cordially invited to attend the Specialour Annual Meeting in person. Whether or not you plan to attend the SpecialAnnual Meeting, you are requested to vote in accordance with the voting instructions in the enclosedNotice of Internet Availability of Proxy Materials or by requesting hard copy proxy materials from us and returning a proxy card.

By Order of the Board of Directors,

/s/ Kaitlin BetancourtMatthew Lambert
Kaitlin BetancourtMatthew Lambert
Secretary

New York, New York

July [•], 2018March 20, 2019

13

See the reverse side of this notice to obtain  proxy materials and voting instructions.  *** Exercise Your Right to Vote ***  Important Notice Regarding the Availability of Proxy Materials for the  Stockholder Meeting to Be Held on <mtgdate>.  You are receiving this communication because you hold  shares in the above named company.  This is not a ballot. You cannot use this notice to vote  these shares. This communication presents only an  overview of the more complete proxy materials that are  available to you on the Internet. You may view the proxy  materials online at www.proxyvote.com or easily request a  paper copy (see reverse side).  We encourage you to access and review all of the important  information contained in the proxy materials before voting.  Meeting Information  Meeting Type: <mtgtype>  For holders as of: <recdate>  Date: Time: <mtgtime>  Location:  0000362666_1 R1.0.1.17  GARRISON CAPITAL INC.  GARRISON CAPITAL INC.  ATTN: CORPORATE SECRETARY  1290 AVENUE OF THE AMERICAS  SUITE 94914  NEW YORK, NY 10104  Annual Meeting  March 06, 2019  May 01, 2019  May 01, 2019 10:00 AM EDT  Garrison Investment Group LP  1290 Avenue of the Americas  Suite 914  New York, New York 10104

Please Choose One of the Following Voting Methods  Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession  of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special  requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.  Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box  marked by the arrow available and follow the instructions.  Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.  How To Vote  .  Before You Vote  How to Access the Proxy Materials  Proxy Materials Available to VIEW or RECEIVE:  How to View Online:  Have the information two weekhat is printed in the box marked by the arrow (located on the  following page) and visit: www.proxyvote.com.  How to Request and Receive a PAPER or E-MAIL Copy:  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for  requesting a copy. Please choose one of the following methods to make your request:  1) BY INTERNET: www.proxyvote.com  2) BY TELEPHONE: 1-800-579-1639  3) BY E-MAIL*: sendmaterial@proxyvote.com  * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked  by the arrow (located on the following page) in the subject line.  .  .  0000362666_2 R1.0.1.17  1. Notice & Proxy Statement 2. Form 10-K  Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment  advisor. Please make the request as instructed above on or before April 17, 2019 to facilitate timely delivery.

Voting items  0000362666_3 R1.0.1.17  The Board of Directors recommends you vote FOR the following:  1. Election of Directors  Nominees  1A Joseph Tansey 1B Cecil Martin The Board of Directors recommends you vote FOR the following proposal:  2. Ratification of selection of RSM US LLP to serve as independent registered public accounting firm for fiscal  year ending December 31, 2019.  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.  KEEP THIS PORTION FOR YOUR RECORDS  DETACH AND RETURN THIS PORTION ONLY  TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date  0 0 0  0 0 0  0 0 0  0000362667_1 R1.0.1.17  GARRISON CAPITAL INC.  ATTN: CORPORATE SECRETARY  1290 AVENUE OF THE AMERICAS  SUITE 914  NEW YORK, NY 10104  VOTE BY INTERNET - 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.  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS  If you would like to reduce the costs incurred by our company in mailing proxy materials,  you can consent to receiving all future proxy statements, proxy cards and annual reports  electronically via e-mail or the Internet. To sign up for electronic delivery, please follow  the instructions above to vote using the Internet and, when prompted, indicate that you  agree to receive or access proxy materials electronically in future years.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions. 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 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:  THIS    PROXY CARD  IS  VALID   ONLY  WHEN    SIGNED   AND    DATED.    KEEP THIS  PORTIONThe Board of Directors recommends you vote FOR  YOUR RECORDS DETACH AND RETURN  THIS  PORTION ONLYthe following:  1. Election of Directors  Nominees  For Against Abstain  1A Joseph Tansey 1B Cecil Martin The Board of Directors recommends you vote FOR the following proposal:For For Against Abstain  1.    Approval2. Ratification of applicationselection of reduced asset  coverage requirements  in Section  61(a)(2) of  the  Investment  Company Act  of  1940RSM US LLP to the  Company,  which would reduce the  asset  coverage requirements  applicable to  the  Cserve as independent registered public accounting firm for fiscal  year ending December 31, 2019ompany  from 200%  to  150%.  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.  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.  000      Signature [PLEASE  SIGN WITHIN BOX]  Date  Signature (Joint Owners)  Date

14

Important

0000362667_2 R1.0.1.17  Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting: The Notice & Proxy Statement isand Form 10-K is/  are available at www.proxyvote.com  GARRISON CAPITAL INC.  Special MeetingAnnual Meeting of Stockholders  August 14, 2018May 1, 2019 10:00 AM  This proxy is solicited by the Board of Directors  The stockholders(s)stockholder(s) hereby appoint(s) Joseph Tansey and Brian Chase, or either of them, as proxies, each with  the power to appoint its substitute, and hereby authorizes them to represent and to vote, as designated on the  reverse side of this ballot, all of the shares of common stock of GARRISON CAPITAL INC. that the  stockholder(s) is/are entitled to vote at the SpecialAnnual Meeting of Stockholders to be held at the officesoffices of Garrison  Investment Group LP, 1290 Avenue of the Americas, Suite 914, New York, New York 10104, and any  adjournment or postponement thereof.  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

15