AGM 2019

Aug 15, 2019

Good morning. Welcome to the Gladstone Investment Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to Mr. David Dullum. Please go ahead. Thanks very much, and good morning to all of our shareholders that are here for this twenty nineteen Annual Stockholders' Meeting of Gladstone Investment Corporation. I'm Dave Dullum, President of the company. And with me, I have Nicole Charltonbrand, our Acting Principal Financial Officer Michael Licalsi, our general counsel and secretary and Eric Helmholme, our assistant general counsel. I would also like to say that a representative of PricewaterhouseCoopers, our independent registered public accounting firm, is here, Nicole Stroud. Thanks, Nicole. She is available to respond to questions should they arise. I now would like to call the meeting to order. It is 11:01, and the meeting will now officially come to order. We will proceed with the business of the meeting as set forth Thanks, Dave. I have here a complete list of the stockholders' record of the company's common stock on 06/03/2019, which is the record date for the meeting. I also have an affidavit certifying that on June 14, and also the annual meeting of stockholders of the company was mailed to all stockholders of record at the close of the record date, which is 06/03/2019. That is my report. Great. Thank you, Mike, and we'll move into inspectors of election. Both Michael Lacalsi and Eric Helmholt have been appointed as the inspectors of Election at this meeting. Broadridge has tabulated the votes, and the inspectors and their staff have been in close contact with the representatives from our Tabulator Broadridge and our Solicitor, excuse me, Georgiosen, to get the vote tally in. The inspectors have also taken and subscribed the customary oath of office to impartially execute their duties. We will file this oath with the records of the meeting. Their function is to decide upon the qualifications of voters, accept their votes, and at the beginning excuse me, and at the end of balloting to tally the final votes. So will the secretary please report at this time with respect to the existence of a quorum? Sure. Proxies have been received for 52.7% of the 32,822,459 shares of common stock outstanding on the record date and for 43.45% of the 5,290,000 shares of preferred stock outstanding on the record date, Total number of common preferred shares in the aggregate is 38,000,000 a hundred and 12,459. Thus, the presence of 19,056,230 shares constitutes a quorum. We received 19,598,203 shares voted in person or by proxy, which constitutes a quorum for today's meeting. Now we can carry out the official business of the meeting. There are any additional proxies to be submitted, please vote your shares through the web portal at this time. Thank you, Mike. We will now proceed with the business of this meeting. There are essentially three proposals to be considered by the stockholders. Proposal one, to elect incumbent directors Paul Aldagran, David Gladstone and John Outland to an additional term to expire at the twenty twenty two Annual Meeting of Stockholders. The vote of the plurality of votes cast by the common and preferred stockholders is needed to carry this proposal. Proposal two is to authorize us, with the approval of our Board of Directors, to issue and sell shares of our common stock during the next twelve months at a price below its then current net asset value, or NAV, per share, subject to certain limitations delineated in the proxy, including that the number of shares issued and sold pursuant to such authority does not exceed 25% of our then outstanding common stock immediately prior to such issuance. The affirmative vote of each of the following is required to approve this proposal: first, a majority of the outstanding common stock and preferred stock voting together as a single class and secondly, a majority of our outstanding voting securities that are not held by affiliated persons of the company. We will now open the polls, which is now 11:04 on August 1539, and the polls have been open for voting by computer for some time now and are still open. The polls will be closed to voting after we go through these matters. Proposal number one. The first item of business is the election of Paul Olegren, David Gladstone and John Altman to serve as a director until the twenty twenty two annual meeting and until their successes are elected and duly qualified. Is there any discussion? Proposal number two, it authorizes to issue and sell shares of our common stock at a price below our then current net asset value per share, subject to certain limitations discussed earlier and which appear in the proxy statement. Is there any discussion? That was the final proposal for today's meeting. Voting is by proxy and written ballot. You do not need to vote through the web portal for the meeting today if you have already voted. Each share of common and preferred stock is entitled to one vote for each matter on which they're entitled to vote. The time is now 11:05, and polls are now closed for voting. Mister secretary, have you finished counting the votes? If so, may we have the results of the voting? Yep. The report of the inspectors of election covering the proposals presented at this meeting is as follows. The proposal to elect Paul Algebra, David Gladstone, and John Allen as directors of the company each to serve a time that will expire at the February is carried, and the proposal to authorize us to issue and sell shares of our common stock below our current net asset value per share subject to certain limitations delineated in the proxy is also carried. And a full tally of the votes will be filed with the SEC on Form eight ks within the next four business days. So that is the end of the business on the agenda of this Annual Stockholders Meeting. We wish to thank all of you for joining our virtual Annual Stockholders Meeting. The time is now 11:06, and the meeting is adjourned.